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INFRASTRUCTURE AND PROJECT FINANCE CREDIT OPINION 22 March 2018 Update RATINGS Concessionaria de Rodovias Interior Paulista Domicile Sao Paulo, Sao Paulo, Brazil Long Term Rating Ba2 Type LT Corporate Family Ratings Outlook Stable Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date. Contacts Bernardo Costa +55.11.3043.7353 VP-Senior Analyst [email protected] Marcela Guerra Vaz de Arruda Rozo +55.11.3043.6064 Associate Analyst [email protected] Alejandro Olivo +1.212.553.3837 Associate Managing Director [email protected] CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 Concessionaria de Rodovias Interior Paulista Update to credit analysis Summary Concessionaria de Rodovias do Interior Paulista S.A. ’s (Intervias, Ba2/Aa2.br stable) credit profile reflects the improvement in traffic performance on the tolled roads, with a reversion in traffic trends since the second quarter of 2017 after 11 consecutive quarters of traffic decline. The company's credit profile is enhanced by the robust features of the asset, limited competition from alternative routes, and the location on a well-developed and economically diversified region in the State of Sao Paulo (Ba2 negative). The concession is set to expire in 2028, and some releveraging is possible, given the company's still relevant capital spending obligations. Nonetheless, we expect leverage metrics to remain robust, with funds from operations (FFO)/debt ranging between 25% and 30% on a sustained basis, consistent with historical metrics. The credit profile reflects the high concentration of heavy vehicles in the traffic profile and the purely domestic nature of operations in the toll road business, which ultimately links the company to the credit quality of the Government of Brazil (Ba2 negative). The credit profile also reflects the company's overall credit links with its parent, Arteris S.A., given the high balance of intracompany loan receivables and high dividend distributions that are used to manage liquidity across the group. Exhibit 1 Long-term credit metrics expected to remain robust, consistent with historical levels 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 0% 5% 10% 15% 20% 25% 30% 35% 2013 2014 2015 2016 2017 FFO/Debt (left axis) Cash Interest Coverage (right axis) Sources: Intervias

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INFRASTRUCTURE AND PROJECT FINANCE

CREDIT OPINION22 March 2018

Update

RATINGS

Concessionaria de Rodovias InteriorPaulistaDomicile Sao Paulo, Sao Paulo,

Brazil

Long Term Rating Ba2

Type LT Corporate FamilyRatings

Outlook Stable

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Contacts

Bernardo Costa +55.11.3043.7353VP-Senior [email protected]

Marcela Guerra Vazde Arruda Rozo

+55.11.3043.6064

Associate [email protected]

Alejandro Olivo +1.212.553.3837Associate [email protected]

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

Concessionaria de Rodovias Interior PaulistaUpdate to credit analysis

SummaryConcessionaria de Rodovias do Interior Paulista S.A.’s (Intervias, Ba2/Aa2.br stable) creditprofile reflects the improvement in traffic performance on the tolled roads, with a reversionin traffic trends since the second quarter of 2017 after 11 consecutive quarters of trafficdecline. The company's credit profile is enhanced by the robust features of the asset, limitedcompetition from alternative routes, and the location on a well-developed and economicallydiversified region in the State of Sao Paulo (Ba2 negative). The concession is set to expire in2028, and some releveraging is possible, given the company's still relevant capital spendingobligations. Nonetheless, we expect leverage metrics to remain robust, with funds fromoperations (FFO)/debt ranging between 25% and 30% on a sustained basis, consistent withhistorical metrics.

The credit profile reflects the high concentration of heavy vehicles in the traffic profile andthe purely domestic nature of operations in the toll road business, which ultimately links thecompany to the credit quality of the Government of Brazil (Ba2 negative). The credit profilealso reflects the company's overall credit links with its parent, Arteris S.A., given the highbalance of intracompany loan receivables and high dividend distributions that are used tomanage liquidity across the group.

Exhibit 1

Long-term credit metrics expected to remain robust, consistent with historical levels

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

0%

5%

10%

15%

20%

25%

30%

35%

2013 2014 2015 2016 2017

FFO/Debt (left axis) Cash Interest Coverage (right axis)

Sources: Intervias

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

Credit strengths

» Positive reversion in traffic trends

» Predictable operating cash flow

» Strong credit metrics

» Economically strong service area, with limited competition

Credit challenges

» High concentration of heavy vehicles in the traffic profile

» Purely domestic operations, linking the credit profile to the sovereign

» Uncertainties related to a judicial dispute with ARTESP, the state regulator, regarding a 2006 contract amendment

Rating outlookThe stable outlook on Intervias' credit profile reflects the resumption of traffic growth since Q2 2017 after 11 consecutive quartersof traffic decline. The outlook further reflects the maintenance of strong credit metrics throughout the recessionary period and ourexpectation that leverage metrics will remain consistently robust.

Factors that could lead to an upgradeGiven the exposure to traffic volumes and the purely domestic nature of operations in the toll road business, the company’s creditprofile is linked to that of the Brazilian government. Therefore, positive rating pressure is unlikely.

Factors that could lead to a downgradeA downgrade of Brazil´s sovereign rating could exert downward pressure on Intervias' rating. Any addition of debt that causes asignificant decline in the company's credit metrics could prompt a rating downgrade. Quantitatively, negative rating pressure wouldresult if:

» FFO/debt remains below 20% on a sustained basis

» cash interest coverage remains below 2.0x on a sustained basis

Negative rating pressure could also result from a potential negative outcome of the ongoing judicial dispute with ARTESP regardingearlier concession extensions.

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 22 March 2018 Concessionaria de Rodovias Interior Paulista: Update to credit analysis

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

Key indicators

Exhibit 2

Concessionaria de Rodovias do Interior Paulista S.A.

KEY INDICATORS [1]

Concessionaria de Rodovias Interior Paulista

12/31/2017 12/31/2016 12/31/2015 12/31/2014 12/31/2013

Cash Interest Coverage 3.0x 2.5x 2.5x 3.8x 5.2x

FFO / Debt 29.0% 25.1% 21.4% 21.0% 27.6%

Moody’s Debt Service Coverage Ratio [2] 2.2x 2.3x 2.2x 1.8x 1.9x

RCF / Capex 0.7x 0.7x 0.6x 1.7x 3.3x

Concession Life Coverage Ratio 2.7x 3.0x 3.1x 2.7x 2.9x

[1] All ratios are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations.[2] The Moody's debt service coverage ratio (for corporates) is defined as the cash flow available for debt service divided by a theoretical annuity-based debt service schedule consideringthe current cost of debt and the remaining term to concession expiration.Source: Moody’s Financial Metrics™

ProfileIntervias began its operations in February 2000, upon the signing of the original 20-year concession agreement with the State of SaoPaulo, encompassing state toll roads SP-147, SP-157, SP-165/330, SP-191, SP-215, SP-330 and SP-352. The operation of the sevenadjacent roads covers 376 km and encompasses nine toll plazas. The original concession agreement was amended twice, first extendingthe term for 95 months in December 2006 to re-establish the financial equilibrium upon request of additional work, and more recentlyupon request of additional work around Itapira, extending the term for an additional 2.5 months, with the final expiration now set forApril 2028.

Intervias is a subsidiary of Arteris, a holding company with around 3,650 km of operating toll roads under concession in Brazil,consisting of five concessions in the State of Sao Paulo and five federal concessions. The combined traffic reached 670.7 millionequivalent vehicles in 2017, a 2.9% increase from the previous year.

As of December 2017, Intervias' revenue (excluding construction) and adjusted EBITDA represented 11% and 17% of Arteris’consolidated results, respectively, as Intervias reported net sales of BRL395 million (excluding construction revenues) and EBITDA ofBRL311 million.

Arteris is controlled by Abertis Infraestructuras S.A. (Abertis) and Brookfield Brazil Motorways Holdings SRL (Brookfield Brazil) throughtheir respective ownerships of 51% and 49% in Participes en Brasil S.L. (Participes), which owns 82.3% of Arteris. The remaining 17.7%is held by a vehicle called Brookfield Aylesbury S.A.R.L.

Detailed credit considerationsRobust asset characteristicsIntervias' service area is relatively small, but its assets serve a diversified economy in which the agroindustrial, education andmanufacturing sectors have a strong presence. The transit of industrialized products between the north region of the State of Sao Pauloand the south region of the State of Minas Gerais also benefits the traffic flow.

The concession area provides for an essential connection between the traffic flow from the cities of São Paulo and Campinas travelingthrough Rodovia dos Bandeirantes, on through to the cities of Ribeirão Preto and Franca. Intervias connects through the section ofRodovia Anhanguera under the Autovias S.A. concession area, also sponsored by Arteris.

3 22 March 2018 Concessionaria de Rodovias Interior Paulista: Update to credit analysis

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

We deem the competition from alternative routes to be limited, considering that existing routes in the region are either tolled withequivalent tariff price per kilometer or offer inferior service quality.

Traffic growth has resumedIntervias has a strong track record of tolled traffic over its 17-year history. Similar to its peers, the company reported traffic volumedeclines during the economic recession in Brazil over 2014-17. After 11 consecutive quarters of traffic decline (from the same quarterof the previous year), traffic growth resumed in Q2 2017, registering 0.1%. A stronger rebound was observed in Q3 2017 and Q4 2017,at 2.9% and 5.8%, respectively. The trend is similar to that reported by other toll roads managed by Arteris in the State of Sao Paulo.We forecast continued strong growth throughout 2018 on the back of traffic having reached its lowest historical volume in Q4 2016(trough), at a level of 88% of peak traffic (Q4 2013) and a general improvement in GDP growth throughout 2018.

Exhibit 3

Positive reversion in traffic trends

-10%

-5%

0%

5%

10%

15%

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

Q1 13 Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16 Q2 16 Q3 16 Q4 16 Q1 17 Q2 17 Q3 17 Q4 17

Quarterly Traffic Volume (left axis) Rate of Change (12-month lag, right axis) 0% Line

Eq

uiv

ale

nt

Ve

hic

les

(in

th

ou

san

ds)

Source: Intervias

Still significant capital spending obligationsThe remaining concession term of 10 years subjects Intervias to important capital spending obligations. There has been a pickup inexpansion capital spending over the past three years, with an annual spend of more than BRL100 million compared with an annualaverage spend of BRL25 million (although not adjusted for inflation) between 2007 and 2014.

Intervias reports that another BRL378 million remains to be invested in expansion capital spending until the end of the concession,with another BRL65 million to be spent in maintenance capital spending. Negotiations with ARTESP (the concession grantor) foradditional capital spending in the order of BRL20 million are underway. These capital spending interventions are not expected to beoverly complex, with Arteris' experience in managing such work and the mature nature of the concession minimizing delay or cost-overrun risks. Nonetheless, these are large investment needs and amounted to around 75% of the outstanding adjusted debt balanceof BRL600 million as of December 2017.

4 22 March 2018 Concessionaria de Rodovias Interior Paulista: Update to credit analysis

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

Exhibit 4

Capital spending has been increasing

-

50,000

100,000

150,000

200,000

250,000

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Expansion Capex Maintenance Capex

BR

L (i

n t

ho

usa

nd

s)

Source: Intervias

Reduction in leverage likely to be temporaryIntervias’ leverage metrics are improving on the back of stronger operating performance following the reversion of traffic trends sinceQ2 2017 and a net reduction in intracompany loan receivable balances of BRL227 million. The company paid down debt balances in2016 (BRL198 million) and 2017 (BRL248 million), reducing outstanding debt to BRL590 million in 2017 from BRL1,032 million in 2015.Dividend distributions also decreased in 2016 and 2017, reflecting lower-than-originally expected operating performance during therecession in Brazil. Nonetheless, FFO/debt improved to 29% in 2017 from an average of 21% in 2014 and 2015.

We expect the improvement in leverage metrics to be temporary because the company still has capital spending obligations to complywith under the concession agreement (expires in 2028). Nonetheless, we estimate new funding needs net of upcoming maturities to bein the order of BRL200 million - BRL250 million, which will help the company maintain FFO/debt in a still robust range of 25%-30%.

Ongoing judicial proceedings challenging concession extensionThe judicial process opened in 2015 by ARTESP challenging the 95-month extension of the concession agreement agreed upon in 2006is still under dispute. There have been no updates or developments as to the specific challenge on Intervias’ concession agreement.Meanwhile, other concessionaires have been successful in dismissing the judicial challenges in lower courts. The process is not expectedto be resolved in the short term, given the option to challenge the decisions in higher courts.

We highlight that ARTESP does not claim that the amendments/extensions were not justified, but that the underlying methodology/calculations may have overstated the overall extension period, which is a claim the concessionaire does not agree with. Should ARTESPbe successful in its claim, the concessions could expire earlier than envisioned, which would be a credit negative.

The credit view does not incorporate any negative outcome of these judicial proceedings. The negative credit implications are beingtreated as a potential event risk. However, the challenge of a signed agreement adds to regulatory uncertainty and affects the overallqualitative assessment of the credit supportiveness of the regulatory framework for concessions in the State of São Paulo.

Liquidity analysisIntervias has a balance of BRL263 million in debt maturities in 2018, with the most relevant balances due in September. We expectthe company to either engage in a liability management transaction to refinance these obligations or further receive intracompanyloan repayments (BRL333 million outstanding) from its parent company. Both Intervias and Arteris have enjoyed good access to capitalmarkets and have different alternatives to manage liquidity.

Structural considerationsThe Arteris Group makes use of intracompany lending to transfer cash flow from more mature operating toll roads to those underexpansion under a more fiscally efficient structure than through dividend distributions. Given the historically low leverage profile

5 22 March 2018 Concessionaria de Rodovias Interior Paulista: Update to credit analysis

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

and more stable cash flow generation of the portfolio of toll roads in the State of São Paulo, including Intervias, the state toll roadsdisbursed a balance of intracompany receivables to the holding company, which, in turn, funded the federal toll roads also throughthese intracompany loans.

Rating methodology and scorecard factorsWe evaluate Intervias on the basis of our Privately Managed Toll Roads rating methodology, which was published in October 2017. Asdepicted in the grid below, the grid-indicated ratings are at Baa3. The actual assigned rating of Ba2 reflects the company's overall linkswith the sovereign, given the purely domestic nature of operations in the toll road business and exposure to volume risks.

Exhibit 5

Key rating factors table

Rating Factors

Concessionaria de Rodovias Interior Paulista

Privately Managed Toll Roads Industry Grid [1][2]

Factor 1 : Asset Type and Service Area (25%) Measure Score Measure Score

a) Asset Type Baa Baa Baa Baa

b) Competing Routes Aa Aa Aa Aa

c) Economic Resilience of Service Area Baa Baa Baa Baa

Factor 2 : Traffic Profile and Performance Trends (15%)

a) Traffic Profile Ba Ba Ba Ba

b) Track Record and Stability of Tolled Traffic A A A A

c) Traffic Density Baa Baa Baa Baa

Factor 3 : Concession and Regulatory Framework (10%)

a)Ability and Willingness to Increase Tariffs Baa Baa Baa Baa

b) Protection Provided by the Concession and Regulatory Framework Ba Ba Ba Ba

Factor 4 : Financial Policy (10%)

a) Financial Policy Ba Ba Ba Ba

Factor 5 : Coverage and Leverage (40%)

a) Cash Interest Coverage 2.7x Baa 3.2x Baa

b) FFO / Debt 24.8% A 30% Aa

c) Moody’s Debt Service Coverage Ratio 2.2x Baa 2.3x Baa

d) RCF / CAPEX 0.1x B 0.4x B

e) Concession Life Coverage Ratio 2.9x Baa 2.9x Baa

Rating:

Indicated Rating from Grid Factors 1-5 Baa3 Baa3

Rating Lift - - - -

a) Indicated Rating from Grid Baa3

b) Actual Rating Assigned Ba2

Current

LTM 9/30/2017

Moody's 12-18 Month

Forward View

As of 3/18/2018 [3]

[1] All ratios are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations.[2] As of 9/30/2017(L).[3] This represents Moody's forward view; not the view of the issuer; and unless noted in the text, does not incorporate significant acquisitions and divestitures.Source: Moody’s Financial Metrics™

6 22 March 2018 Concessionaria de Rodovias Interior Paulista: Update to credit analysis

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

Ratings

Exhibit 6Category Moody's RatingCONCESSIONARIA DE RODOVIAS INTERIORPAULISTA

Outlook StableCorporate Family Rating Ba2Senior Unsecured -Dom Curr Ba2NSR Corporate Family Rating Aa2.brNSR Senior Unsecured Aa2.br

Source: Moody's Investors Service

7 22 March 2018 Concessionaria de Rodovias Interior Paulista: Update to credit analysis

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

© 2018 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

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8 22 March 2018 Concessionaria de Rodovias Interior Paulista: Update to credit analysis

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

9 22 March 2018 Concessionaria de Rodovias Interior Paulista: Update to credit analysis