VSPT3

Ferrovia Centro-Atlântica S.A. is a publicly held corporation established in 1995, originally under the name Vassouras Participações S.A., focused 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, by presidential decree, the concession to operate and develop the public freight rail transport service on the so‑called Centro-Leste Network, as well as entered into a lease agreement for the operating assets linked to this operation. The concession and lease are valid until August 2026, with the possibility of a 30‑year renewal.

The history of Ferrovia Centro-Atlântica 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 stretch between Araguari (MG) and Boa Vista Nova (SP), known as the Paulista Network. This stretch had already been operated by the company since 2002 through an operating agreement with Ferroban and became a permanent part of its rail network after authorization by the Agência Nacional de Transportes Terrestres (ANTT). From a corporate standpoint, FCA is indirectly controlled by VLI S.A., a logistics holding company that combines rail, port, and integrated terminal assets, whose control block is shared by Vale S.A., Brookfield, Mitsui, FI-FGTS, and BNDESPar, among other institutional investors. In 2024, there was an adjustment in these shareholders’ stakes, 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).

The main activity of Ferrovia Centro-Atlântica is the provision of freight rail transport services under a federal concession, 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 acts as a rail connection axis between Brazil’s Northeast, Southeast, and Center-West regions, 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, focused 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 tons transported, reflecting the asset‑intensive nature and the importance of its network for large‑scale freight outflow.

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), in addition to the Federal District. Its location is considered strategic for connecting inland production hubs to major seaports 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 connections with 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 dedicated to exporting iron ore and other bulk commodities. These rail and port connections position FCA within key logistics corridors for agribusiness, mining, the steel industry, and various industrial sectors.

Ferrovia Centro-Atlântica’s market is strongly linked 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 Brazil’s exported sugar volume, 13% of exported grains volume, 6% of fertilizer imports, and 30% of the steel volume traded in the Brazilian market, also considering inbound flows to the steel sector. Its client base includes large companies and multinationals, notably Mosaic, which accounts for around 13% of net revenue, and ADM, with around 10%, which indicates partial concentration in large shippers of fertilizers and grains. Transport demand is subject to seasonality, especially in the agricultural segment, with volumes concentrated during grain harvest periods, between the second and third quarters of each year.

The company obtains most of its revenue in the domestic market but has a share of customers attributed to foreign countries, even though it has no direct regulated operations outside Brazil. In 2024, approximately 94% of net revenue originated in the company’s home country, while about 6% was attributed to customers in other countries, notably England, Switzerland, and Uruguay. These international amounts result from the global nature of commodity trade chains that use FCA’s infrastructure but do not entail material exposure to foreign regulation, since the company’s physical operations remain entirely within national territory. Revenues are denominated in Brazilian reais and influenced by market benchmarks such as the Sistema de Informações de Fretes (Sifreca), which tracks price dynamics in cargo transport, especially for agricultural products, allowing periodic adjustments based on supply and demand conditions and costs such as diesel fuel.

From a regulatory standpoint, Ferrovia Centro-Atlântica operates in an environment that is heavily regulated by federal agencies, especially the Ministry of Transport, the Agência Nacional de Transportes Terrestres (ANTT), and the Departamento Nacional de Infraestrutura de Transportes (DNIT). The rail 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, in addition to specific ANTT resolutions that govern topics such as rights of way, mutual traffic, and provision of services to users. ANTT sets tariff caps for different types of cargo and also regulates the charging of ancillary services to freight, subjecting them to oversight and pricing parameters. Improper fulfillment of contractual and legal obligations may result in penalties, including, in extreme cases, termination of the concession due to forfeiture or repossession, under the conditions established by law. The company participates, through the Associação Nacional dos Transportadores Ferroviários (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 Sustainability Accounting Standards Board (SASB) indicators applicable to the logistics segment. These reports present a materiality matrix that is periodically reviewed, key indicators, and public targets under 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 prioritizing local procurement, a goal that has already been met in a significant portion of the supply base. The governance structure includes a Board of Directors and an Executive Board aligned with VLI’s control block, with sustainability and operating performance information disclosed on public platforms, reinforcing transparency for the capital market in which VSPT3 and VSPT4 shares are traded.