VSPT3 Ferrovia Centro-Atlântica

Ferrovia Centro-Atlântica S.A. is a publicly held corporation established in 1995, originally under the name Vassouras Participações S.A., with a focus on equity interests in other companies. In 1996, the company redefined its strategic positioning by changing its name to Ferrovia Centro-Atlântica S.A., moving its headquarters to Belo Horizonte (MG), and adopting as its corporate purpose the provision of freight rail transport services, including loading, unloading, storage and transshipment activities. In the same year, in the context of the privatization process of Rede Ferroviária Federal S.A. (RFFSA), the company obtained from the Federal Government, through a presidential decree, the concession to operate and develop the public freight rail transport service in the so‑called Centro-Leste Network (Malha Centro-Leste), and also entered into a lease agreement for the operational assets related to that operation. The concession and the lease are effective until August 2026, with the possibility of a 30‑year renewal.

Ferrovia Centro-Atlântica’s trajectory includes a significant expansion of its asset base, especially the incorporation, in 2005, of part of the concession of Ferrovia Bandeirantes S.A. (Ferroban), corresponding to the section between Araguari (MG) and Boa Vista Nova (SP), known as the Paulista Network (Malha Paulista). This section had already been operated by the company since 2002, through an operating agreement with Ferroban, and definitively became part of its rail network after authorization from the National Land Transport Agency (ANTT). From a corporate standpoint, FCA is indirectly controlled by VLI S.A., a logistics holding company that brings together rail, port and integrated terminal assets, whose controlling shareholder block is shared by Vale S.A., Brookfield, Mitsui, FI-FGTS and BNDESPar, among other institutional investors. In 2024, there was an adjustment in the stakes of these shareholders, with an increase in Brookfield’s share and a reduction in Mitsui’s stake in VLI, reflecting the capitalization dynamics and corporate reorganization of the controlling group. Shares issued by Ferrovia Centro-Atlântica are traded on B3 under the tickers VSPT3 (common) and VSPT4 (preferred).

Ferrovia Centro-Atlântica’s core activity is the provision of freight rail transport services under a federal concession regime, operating in an integrated manner with ancillary services such as loading, unloading, storage, transshipment, shunting, and the use of yards and terminals located within the right-of-way of its lines. The company serves as a rail connection axis between the Northeast, Southeast and Center-West regions of Brazil, transporting a wide variety of products, notably grains (such as soybeans and corn), bauxite, limestone, cement, phosphate, fertilizers, pig iron, petrochemical products, ethanol, steel products, industrial goods and sugar. From an internal management perspective, its operations are treated as a single operating segment, centered on rail freight and related ancillary revenues. In 2024, the company recorded net revenue of more than R$ 3.9 billion, with significant volumes in net tonnes transported, reflecting its asset‑intensive nature and the relevance of its network for large‑scale cargo flow.

Ferrovia Centro-Atlântica’s network extends for approximately 7,220 kilometers of rail lines, considering the Centro-Leste and Paulista Networks, crossing 316 municipalities in seven Brazilian states (São Paulo, Rio de Janeiro, Minas Gerais, Espírito Santo, Goiás, Bahia and Sergipe), as well as the Federal District. Its location is considered strategic, as it connects production hubs in the country’s interior to important sea and river ports. The company has direct access to the ports of Salvador and Aratu, in Bahia, to the port of Vitória, in Espírito Santo, and to Angra dos Reis, in Rio de Janeiro, in addition to links to facilities in Pirapora (MG) and Juazeiro (BA), on the São Francisco River. The network is also connected to the Port of Santos, Brazil’s largest port in terms of cargo throughput, and to the Tubarão Complex in Vitória, which concentrates significant private port infrastructure focused on the export of minerals and other bulk commodities. These rail and port connections place FCA within key logistics corridors for agribusiness, mining, the steel industry and various industrial sectors.

Ferrovia Centro-Atlântica’s market is closely tied to export and import chains, as well as to the supply of inputs for industry and agribusiness. In terms of market share, the company reports relevant positions in some specific segments: approximately 21% of the volume of sugar exported by Brazil, 13% of the volume of exported grains, 6% of fertilizer imports and 30% of the volume of steel traded in the Brazilian market, also considering inbound flows for the steel sector. Its customer base includes large and multinational companies, particularly Mosaic, which accounts for about 13% of net revenue, and ADM, with around 10%, illustrating partial concentration in large shippers of fertilizers and grains. Transport demand is subject to seasonality, mainly in the agricultural segment, with volumes concentrated in the grain harvest periods, between the second and third quarters of each year.

The company obtains most of its revenue in the domestic market, but records revenue attributable to customers abroad, even though it has no direct regulated operations outside Brazil. In 2024, approximately 94% of net revenue originated in the country of domicile, while around 6% was attributable to customers in other countries, notably England, Switzerland and Uruguay. These international amounts stem from the global nature of commodity trade chains that use FCA’s infrastructure, but do not imply material exposure to foreign regulation, since the company’s physical operations remain entirely within Brazilian territory. Revenues are denominated in Brazilian reais and influenced by market benchmarks such as the Freight Information System (Sifreca), which tracks price dynamics in cargo transport, particularly agricultural products, allowing for periodic adjustments based on supply and demand conditions and cost drivers such as diesel fuel.

From a regulatory standpoint, Ferrovia Centro-Atlântica operates in a heavily regulated environment overseen by federal bodies, especially the Ministry of Transport, the National Land Transport Agency (ANTT) and the National Department of Transport Infrastructure (DNIT). The railway network concession is subject to the Concessions Law (Law No. 8,987/1995), Decree No. 1,832/1996, which regulates rail transport, and Law No. 14,273/2021, known as the Railways Law (Lei das Ferrovias), as well as specific ANTT resolutions governing matters such as trackage rights, reciprocal running and the provision of services to users. ANTT sets tariff caps for different types of cargo and also regulates charges for services ancillary to freight, subjecting them to oversight and pricing parameters. Failure to properly comply with contractual and legal obligations may result in penalties, including, in extreme cases, termination of the concession due to forfeiture or takeover (encampação), under the conditions set forth by law. The company participates, through the National Association of Rail Transporters (ANTF), in sector discussions on regulation, seeking alignment with the regulatory agenda and mitigation of regulatory risks.

On environmental, social and governance matters, Ferrovia Centro-Atlântica is covered by the sustainability policy and ESG agenda of the VLI group, which has published annual sustainability reports since 2021, following the guidelines of the Global Reporting Initiative (GRI) and indicators of the Sustainability Accounting Standards Board (SASB) applicable to the logistics segment. These reports present a materiality matrix reviewed periodically, key indicators and public targets within the so‑called “ESG Journey”, addressing topics such as ethics and compliance, governance, environmental management, health and safety, operational safety and people management. The company’s financial statements are audited annually by an independent auditor, and there is a focus on supplier relations, with a commitment to prioritize local sourcing, a goal already achieved for a significant portion of the supply base. The governance structure includes a Board of Directors and an Executive Board aligned with VLI’s controlling shareholder block, with disclosure of sustainability and operating performance information on public platforms, reinforcing transparency for the capital market in which VSPT3 and VSPT4 shares are traded.