Project Gate

Investment Opportunity
December, 2019
Disclaimer

Banco Santander (Brasil) S.A. (“Santander” or the “Financial Advisor”), has been retained by GDK S.A. – Em Recuperação Judicial (“GDK” or “Seller”) to act as their exclusive financial advisor in
connection with the potential sale of up to 100% of Terminal Bahia de Todos os Santos (“TBTS”), a logistics project to develop a liquid bulk terminal in Aratu-Candeias port and comprised of: (i) share
capital of Aratu Óleo e Gás S.A. (“Aratu Óleo e Gás”), and (ii) the land property of 110,000 m² in which the project will be developed (“Ponta da Laje”, together with Aratu Óleo e Gás, the “Assets”) (the
“Transaction”).
With the aim of identifying potential investors interested in the Transaction (“Potential Investors”), the Financial Advisor prepared this document (“Teaser”) to be used in initial contacts with such Potential
Investors in order to provide some preliminary and none binding information about the Company and the Transaction. Thus, this Teaser does not constitute an offer or recommendation to participate in
the Transaction and / or acquire any Assets. This material will not be used for the compliance with any legal or regulatory requirement applicable to you or arising from the occurrence of an eventual
transaction directly or indirectly related to its content, including, but not limited to Law No. 6.404, of December 15, 1976, as amended, and each and every regulation, including those issued by the
Brazilian Securities Commission (CVM).
The Teaser has been prepared based on information provided by GDK and / or its partners, advisors or other consultants, in addition to public sources and providing to a limited number of Potential
Investors a non binding information related to the Transaction as described herein only with the purpose of verifying the interest of the market in the opportunity to participate in the Transaction.
Therefore, it does not oblige the Seller to start or to conclude a process for the sale of the Assets described herein. The sole purpose of this material is to assist the Potential Investors in deciding whether
to proceed with a further investigation of the Transaction. Thus, this material does not bind or create any obligation between the Potential Investors and the Financial Advisor or any of the companies
mentioned in this material.
The Financial Advisor has not made any independent verification as to the veracity and accuracy of any information contained in this Teaser. By accepting this material, you expressly declare that the
Financial Advisor and the Seller are not responsible in the whole or in part, expressly or impliedly, for any errors, omissions, sufficiency, truthiness and completeness of such information or other
information sent or offered via written or oral forms, and nothing here shall be considered as a representation or warranty, in the present or in the future of the Financial Advisor and the Seller.
Furthermore, this material is necessarily based upon information available to this date and considering market conditions, economic and other conditions in the situation where they are and how these
can be evaluated at the moment. The Financial Advisor and the Seller reserve the right to amend or replace this document at any time and undertake no obligation to provide the Potential Investors with
access to any additional information or to update or correct this material, whether as a result of new information, future events or otherwise.
The investment opportunity described in this material may involve complex instruments, may bring a high degree of risk, and is indicated only to sophisticated investors able to understand and assume
the risks involved in the Transaction. Each person receiving this material should make an independent assessment of the merits of pursuing the Transaction described in this material and should consult
their own professional advisors.
Furthermore, the Financial Advisor will not provide any advice to you regarding any law or regulation potentially applicable to the transactions described in this material, including rules or procedures
applicable to such transactions. Accordingly, Santander believes that you obtained (or will obtain) specialized experts advice to assess all the potential transactions described in this material. The
indicative terms herein presented are subject to operational feasibility and aforementioned rules.
The Financial Advisor and / or the companies herein mentioned maintains the right to request at any time, the return of this material and any other information made available to you, as well as to request
the destruction of any copies or materials prepared based in such information.
You agree, by yourselves and your representatives (as understood as shareholders, affiliates, directors, employees, representatives, agents, consultants, advisors, lawyers, bankers, financial advisors,
third parties, legal representatives, contractors and subcontractors and any representatives of your representatives) to maintain strict confidentiality on all information contained in this material or any
other material provided in written form or orally by the Financial Advisor and / or the companies herein mentioned. Thus, you agree not to discuss, use, disclose or dispose any of the information received
for any other purpose other than assessing your intention to enter into a potential transaction, undertaking to take the due precautions and appropriate protections to prevent the misuse of this
information. Also, you agree to maintain strict confidentiality on (i) the existence of this material and its terms, (ii) the fact that potentially there may be ongoing discussions between you and the
companies referred in this material and information that was revealed to you for this purpose, (iii) any terms and conditions or other facts concerning the companies mentioned herein, including the status
of any negotiations relating to it.
By accepting this material, you also confirm, irrevocable and irreversible, that: (i) does not depend (to make any decision, either for investment or otherwise) for guidance, advice or representation
(whether written or oral) of the Financial Advisor or of companies herein mentioned, (ii) the Financial Advisor and the companies herein mentioned have not analyzed nor provided (directly or indirectly by
any person) any form of assurance or guarantee as to the merits (whether legal, financial, tax, accounting, regulatory compliance, credit, or other) and / or operational feasibility of any information
described in this material, (iii) investors are qualified, experienced and sophisticated and thereby waive any protection that an investor not qualified may have, and (iv) will indemnify the Financial Advisor
and the companies herein mentioned in the event of breach by you or your representatives any of the foregoing, for any and all damages that result in such breach.
The terms of the Transaction described in this material are subject to change.

1
Executive summary and contact information
The Seller has retained Santander to act as its exclusive financial advisor in connection with the potential sale of
Terminal Bahia de Todos os Santos (“TBTS”)

Overview of the process

 The Seller has invited a selected group of Potential Investors in connection with the potential sale of up to 100% of TBTS, a logistics project to develop a liquid bulk terminal in Aratu-
Candeias port. The project is comprised of: (i) share capital of Aratu Óleo e Gás S.A. (“Aratu Óleo e Gás”), and (ii) the land property of 110,000 m² in which the project will be
developed (“Ponta da Laje”, together with Aratu Óleo e Gás, the “Assets”) (the “Transaction”)

 In the context of the judiciary recovery of GDK, the Assets will be protected from potential succession risks, such as tax and labor liabilities, as they will be under a Isolated
Productive Unit (“UPI”, or Unidade Produtiva Isolada). The UPI structure will ensure the independent and autonomous engagement in productive activity, as provided by article 60 of
Federal Law 11,101/2005

 Process and next steps:

− In order to have access to relevant and confidential technical, legal and financial information about the Assets, including the Process Letter, Confidential Information Package and
other relevant information related to the Transaction, the Potential Investors are required to sign a Confidentiality Agreement

− Santander will distribute a Process Letter outlining the format of the first phase of the process and the due date for submitting a Non-Binding Offer

Contact details
 Important notice: Under no circumstances should the Seller nor any director, officer, or employee of the Seller, or any affiliates of such companies be contacted regarding this
Teaser or the Potential Transaction. All communications should be directed to Santander through one of the individuals highlighted below

Roberto Veirano André Pontual Wang Lijie

Managing Director Executive Director Associate
Head of Logistics and Port Operations Head of M&A Execution T: +55 (11) 3553 3743
T: +55 (11) 3553 9224 T: +55 (11) 3553 8988 M: +55 (11) 99629 8198
M: +55 (11) 97481 3859 M: +55 (11) 99519 7578 wlijie@santander.com.br
roberto.veirano@santander.com.br andre.pontual@santander.com.br

2
Investment highlights for TBTS
Unique project with strong value proposition of logistic services, to serve as a key de-bottleneck solution in one the most
important industrial hubs in the country

1 Liquid bulk terminal project designed to aggregate value to the local supply chain
 TBTS is designed to offer a one-stop logistic solution to local industry being a: (i) strategic storage point for maritime operations and
industrial hubs; (ii) key supplier of biofuel, arriving by cabotage, for local distributors through its fuel mixture facilities and (iii) an alternative
solution for treatment of oily water from offshore platforms
 Easy access by highway differentiates TBTS for the local road logistics
 The project is already very advanced in terms of licensing and is expected to start to operate in 2020
 Experienced management has long-term relationship with local fuel distributors, ensuring TBTS demand

2 Strategic positioning for Aratu-Candeias port and local industrial hubs

 Aratu-Candeias port, mainly a port for liquid bulk transportation, has faced high occupancy issues that have led to long waiting
periods. Nevertheless, the bay offers natural deep draft and favourable navigation conditions in all seasons of the year
 Beyond adding capacity to the port, TBTS will also be a strategic player for local industrial hubs, primarily RLAM, the second largest oil
refinery in Brazil, and Camaçari complex, located at ~30 km distance from the terminal
 TBTS’ fuel mixture facilities will greatly enhance the fuel distribution logistics in the region

3 Prominent project for the state of Bahia with potential impacts for national Oil & Gas infrastructure
 State of Bahia has been key in the national infrastructure for oil derivatives logistics and TBTS is an important project to provide
flexibility
 TBTS will provide substantial support to Bahia’s demand, specially from the agricultural area in the western part of the state
 Further opportunities can be explored, specially the Southeast region of Brazil for its large representativeness in the country’s GDP

4 Identified growth opportunities to unlock additional value to the project

 Maritime bunker operations
 Import of LPG, including through isotanks that will allow LPG and natural gas commercialization
 Natural gas distribution through isotanks
 Aviation fuel, and potential pipeline connecting TBTS to Salvador Airport
 Potential additional pipelines connecting TBTS to Camaçari to transport crude oil and other petrochemical products

Source Public information and TBTS

3
 1 Terminal da Bahia de Todos os Santos – TBTS
Unique investment opportunity in liquid bulk terminal projected as key solution for the current logistic bottlenecks in the
fuel distribution in Bahia State

TBTS at a glance
 GDK is implementing the private terminal TBTS for receiving ships in two
quays and handling liquids in Aratu bay in Aratu-Candeias port Geographic location
 The terminal is located in the municipality of Candeias, located 30 km away
from Salvador, 20 km from RLAM¹ and 30 km from Camaçari, petrochemical
hub of Bahia state

 The terminal will employ state-of-the-art technology for its tanking coating,
loading platforms and measurement and control systems
Bahia
 TBTS main structures comprise: state
− Main pier (15m draft): Capacity − Total tanking capacity of over
to receive ships up to 130,000 220 thousand m³ for liquid bulk²
DWT
− Fuel mixture facilities
− Secondary pier (12m draft):
Capacity to receive ships up to
50,000 DWT

 156,000 m3 storage capacity for oil derivatives, Aratu-Candeias

biofuels, petrochemicals and crude oil port
Storage
 60,000 m3 storage capacity to receive and treat
effluents from offshore refineries of the region

Fuel  The terminal will be interconnected to RLAM refinery,

distribution and will serve as a primary base for fuel distribution in
Terminal da Bahia de
services the state
Todos os Santos – TBTS

1 RLAM – Refinaria Landulpho Alves, the second largest refinery in Brazil and 100% controlled by Petrobras
2 Estimated 220 thousand m³ sum all tanks for oil derivatives and effluents
Source TBTS 4
 1 The operation of TBTS as a value adding element in the supply chain
TBTS will operate a comprehensive range of services to tend to different sectors present in Todos os Santos bay

Overview of TBTS’ operation

Interconnection to industrial hubs Distribution point for road logistics

 TBTS’ infrastructure shall be connected through  TBTS’ infrastructure for both liquid

pipeline to the local industrial hub, mainly: bulk storage and fuel mixture will be Liquid bulk storage
of strategic value for road logistics for
− RLAM, refinery operated by Petrobras, to which  TBTS’ static capacity will reach over
fuel distribution in the region
TBTS will be a significant alternative to gasoline and 220 thousand m³ will be crucial in
diesel delivery supporting logistics networks, such as
road and cabotage²
− Camaçari, one of the largest industrial hub in
LatAm, from which TBTS will be equipped to receive  The terminal will also support local
its effluents and raw materials (e.g. crude oil) industries with its effluents storage
capacity

Fuel mixture for distribution

 TBTS’ value for fuel distribution

Maritime operations resides not only in its storage
 TBTS will be key for the national infrastructure as a capacity, but also in its infrastructure
new terminal for fuel and biofuel and for its significant for fuel mixture of (i) gasoline and
storage capacity for cabotage operations offering a anhydrous alcohol, and (ii) diesel and
new alternative to remove logistics bottlenecks biodiesel
 The terminal will be ground-breaking in its support for
 TBTS will be an important alternative
offshore platforms by receiving their effluents
Aratu-Candeias for Temat¹, which is currently the main
port
distribution center, although hampered
by its limited capacity
1 Temat – Terminal de Mataripe
2 Estimated 220 thousand m³ sum all tanks for oil derivatives and effluents
Source Public information and TBTS 5
 1 Liquid bulk terminal project to employ state-of-the-art technologies
TBTS project is set in the commitment of Aratu-Candeias port with ANTAQ¹ to build a liquid bulk terminal to meet the
regional demands of logistics to serve the local industry

Project overview

Operational highlights

 50,000 m³ / day in shipping unloading and loading

1
capacity (based only on the main pier capacity)
Shipping  8 loading places (6 top loading and 2 bottom loading)
1 capacity
3  First phase of the executive project comprises:
−
2 16 tanks of 6,000 m³
4
−
3 Underground tank with 60,000 m³ capacity for
effluents
Tanking and  Second phase of constructions includes:
storage
4− 10 tanks of 10,000 m³ 5− 7 tanks of 3,500 m³
2 capacity

 Gasoline, diesel, ethanol, benzene, sulfuric acid,

styrene, naphtha, effluents from offshore refineries,
Handled among others
5
2 cargo
 Trucks loading capacity of 20,000 m³ per day
 Trucks unloading capacity of 11,520 m³ per day
Unloading
 4 unloading places (top loading)
capacity
 Pipelining connecting the pier to the storage spheres at
the terminal area
6 7  Pipeline connecting the terminal area to RLAM
 Two piers:
 Pier 1 (15m draft): Capacity to receive ships up to
6
130,000 DWT
 Pier 2 (12 m draft): Capacity to receive ships up to
Additional 7
50,000 DWT
1 ANTAQ – Agência Nacional de Transportes Aquaviários, the Brazilian regulating agency infrastructure
for waterborne transport
Source TBTS 6
 1 Competitive advantage conferred by easy access by roads in good conditions
Road access to TBTS from Salvador goes through federal road BR-324, the main route for cargo vehicles accessing from
other locations in Bahia including Salvador and a better alternative to the current access to RLAM for fuel supply

Fuel access in Bahia state Highway Considerations

i Current
Residential zone of ? Longer path
Candeias
? Path goes through
metropolitan area of
Candeias increasing
risks to local population

? Highway already
Residential operating overloaded
i zone of
Candeias ? Worse highway
RLAM ii
conditions
Aratu-Candeias
port (Access to RLAM)

ii
Salvador, capital city
TBTS Access to Aratu-  Better conditions of the
of state of Bahia Candeias Port highway and easier
access
 No residential zone
ensuring safety and
security to local
population
 Highway still supports
increase in traffic
 Reduced operating
costs as a consequence
of better infrastructure
(Access to TBTS)
Source ANTAQ and public information
7
 1 Project implementation phases
First phase of the project could be implemented within 15 months, with flexibility for additional 124,500 m³ storage
capacity End of phase 2
Beginning of End of phase 1 Commissioning and
Start of project construction Commissioning and beginning of operations beginning of operations

Executive project construction phase 1 Construction phase 2

R$ 310 million in construction capex R$ 165 million in construction capex

03 months 12 months 12 months

 Total estimated capex Deliverables in phase 1: Deliverables in phase 2:

− Approx. R$ 475 million in
construction capex
− Approx. R$ 283 million in
land properties
 Estimated leverage for
construction phase compatible
with project finance ratios
 Docking berth and pipelines to unload ships’ cargo  10 tanks of 10,000 m3 (100,000 m3 )
 16 tanks of 6,000 m3 (96,000 m3)
 7 tanks of 3,500 m3 (24,500 m3)
 Underground tank to produced water (60,000 m³)
 1 additional platform to load trucks
 platform for receiving biofuels
 Works of adequacy of the secondary pier
 2 platforms to loading trucks with the capacity for 20 trucks
simultaneous loading
 Pipelines connecting TBTS to RLAM
 Service station with parking capacity to 300 trucks
 Safety, measurement and control system

Highlights of current development status

Licenses obtained:
 City Hall of Candeias municipality: Building permit obtained by GDK
 Land area of TBTS terminal: Already acquired by GDK
 Preliminary authorization obtained. Ongoing process to obtain building permit
 MTPA / SNP: Issued letter stating the area as adequate to the construction of the
(expected for Jul/2019)
terminal
 INEMA: Installation licensing obtained by GDK for TBTS’ docking pier and storage
 SPU: Authorization issued to use of terminal area
areas
 ANP: Issued preliminary letter attesting the alignment between the Terminal
 ANTAQ: Authorization obtained to operate as private use terminal (TUP = Terminal de
purpose and Brazil infrastructure needs
Uso Privado)
 Brazilian Navy: Authorization issued to the terminal construction

Source TBTS
8
 2 Aratu-Candeias port has strategic value for its liquid bulk operations
Currently, Aratu-Candeias port is facing issues that arise from its high occupation rates and TBTS will be a key project for
the port, contributing with its storage and fuel mixture facilities

Context of Aratu-Candeias port and the strategic value of TBTS

Current status of Aratu-Candeias port Strategic value of TBTS for local industrial hub

 Aratu-Candeias port majorly transports liquid bulk  TBTS is designed to untie the bottleneck in liquid bulk
products, mainly fuels and chemicals transportation in Aratu-Candeias port
 Different studies by the Brazilian Federal government  The terminal will handle and store a wide range of fuels and
have pointed out that the current structure of the port is chemicals products, befitting the demand of the local
overloaded, causing significant delays industrial hub
− Occupation rate observed in 2017 in liquid bulk
terminals revolved around 82% and peaking at 90%, Main products to be stored in TBTS
leading to waiting periods of up to 12 days and
elevated demurrage costs
 Nevertheless, Todos os Santos bay offers natural
advantage due to its favorable navigation conditions and
Aerial view of the location for TBTS natural deep draft (19 m) reducing dredging capex
demand Gasoline Effluents like Naphtha Sulfuric acid
Diesel formation water Benzene
Volume transported in Aratu-Candeias port Liquid bulk in 2018 Biodiesel from offshore Caustic soda
(MM tons) Loading Ethanol platform Other chemicals
22% Other fuels operations
Liquid bulk Others Liquid bulk - %
 The terminal will also provide full fuel blending facilities,
4.1 MM providing further flexibility for the logistics of the local
64% 64% 64% 65% 63%
tons industrial hub as a new supply source

7.1 − TBTS will execute the blending of fuels, allowing

6.5 6.1 6.3 6.5
Unloading significant opportunities to de-bottleneck local distribution
2.4 2.2 2.3 2.5 2.4 78% companies
4.1 3.9 4.0 4.6 4.1 − The blending facilities will comply to norms and regulation
as stipulated by ANP
2014 2015 2016 2017 2018

Source ANTAQ
9
 2 TBTS will serve large industrial complexes in the region
The terminal will be connected by pipelines to RLAM and Camaçari, key industrial complexes to the state of Bahia, and it
will also be an important logistics point for fuel distribution companies

Local industries to be favoured by TBTS’ operation

N
 Infrastructure designed for TBTS will cover a wide
Aratu- range of products backed by pipeline connections to:
Candeias port
− RLAM: Second largest refinery in Brazil
Camaçari
− Camaçari: One of the largest industrial poles in
LatAm
RLAM Aratu-
Candeias port
 It will also offer a wide range of services providing
Estimated 25 km of Estimated 35 km of support to local industry
N pipeline connection pipeline connection
− Local fuel distributors: Improvement of flexibility,
logistic and formulation & blending efficiency
representing a significant cost reduction compared
Products: to the current solution from Suape port and road
diesel, gasoline, Connection to RLAM Inst. capacity:
20% of Bahia GDP transport
aviation fuel, asphalt, 12MM ton/year
naphtha, − Refinery: Improvement of fuel distribution logistics
(chemicals and
petrochemicals, Installed capacity of 30% of total
petrochemicals − Petrochemical pole: demand for the receipt of
paraffin, lubricants, refining
products) exports from Bahia
LPG and fuel oils 323 thd bbl/day 240 thd ton/year naphtha and export of products, and an additional

Production (electrolytic copper) Direct jobs: alternative for the treatment of oily water from
Unique national
destinations: domestic and 300 thd 15 thousand offshore platforms
producer of food Indirect jobs:
market (BA and SE) vehicles/year
and foreign (USA, grade (food grade 30 thousand − Other industries, such as effluent treatment
Europe and Argentina paraffin) companies

Source Public information

10
 3 Strong demand and favorable conditions for implementation of TBTS
Strategic location and top-notch project designed to solve bottlenecks in Bahia’s limited fuel distribution infrastructure,
with further potential to be explored in connection to the Southeast region

Relevance of state of Bahia for the national Oil & Gas logistics and opportunities for TBTS

State of Bahia Further growth opportunities in the country

 State of Bahia plays a important role in the Brazilian supply TBTS’ catchment area accounts for ~80% of total
chain for natural gas: volume of biofuel imported to Bahia
− Bahia houses one of the three regasification terminals in the Catchment area covers most part of Bahia state and
country part of Southeast region
− Fuel storage infrastructure in port areas, specially in Bahia,
has been a bottleneck for oil derivatives import
 The infrastructure in the state must be improved to also tend to
the projected increase in fuels and chemicals demand in Bahia
TBTS
Bahia state

Fuels and
chemicals
25  TBTS will be able to
demand 22
MM tons 18 access the Southeast
16
states, the largest
economic region in Brazil,
2016A 2020E 2030E 2040E mainly through:

 TBTS will be a key port for the national sea transport of oil derivatives, both for its loading / − Railway network
located ~0.6 km from Railway
unloading and storage capacities network
the terminal
Terminal de
i
Mataripe  Once operational, TBTS will − 5 federal roads
Once completed, TBTS will connecting the regions
São Francisco significantly alleviate the logistics
allow a high degree of flexibility ii
do Conde constrictions currently faced by  TBTS’ facilities for fuel mixture and contribution as distribution
to the logistics in the region
point will serve the western part of state of Bahia, an
port terminals in the state
iii RLAM agricultural region with high demand for fuel

Source Public information

11
 4 Identified growth opportunities to unlock additional value to the project
Once fully operational, TBTS will be able to aggregate further services to its portfolio, tending to a even wide range of
sectors in the economy
Expansion land area: GDK is negotiating the acquisition of a backyard of 477 thousand m² that will provide several additional growth opportunities to the
terminal. The expansion plan would increase the terminal’s capacity for oil derivatives from 156 to 281 thousand m³

a Maritime bunker operations

 TBTS is strategically located in the North-South navigation corridor, therefore, will be key to support import
and re-export operations
a
 Subsequently, the service will be expanded to incorporate local production, with 120 thousand m³ / month
capacity, and distribution

b Aviation fuel, and potential pipeline connecting TBTS to Salvador Airport

 TBTS flexibility will allow the terminal to supply aviation fuel, arriving by cabotage, to Salvador airport
 Though Salvador Airport is located ~40 km from TBTS, this opportunity will position TBTS as alternative
for companies that currently import aviation fuel from RLAM
e
b
Potential additional pipelines connecting TBTS to Camaçari to transport crude oil and other
c
petrochemical products
 Expansion of the current capacity to receipt raw materials and additional handling of naphtha and crude oil
to supply Camaçari’s industrial complex demand
 Potential crude oil supply for a private refinery that processes about 5,000 bbl / day, coupled with
reception of crude oil from trucks tanks
d Connection to railway network to explore logistics corridor to Southeast region
d
c
 Revitalization of existing and idle rail network can offer additional flexibility and cost reductions to TBTS
 Connection to FCA’s¹ network, at ~0.6 km from TBTS, to receive biofuels and load fuels to other regions

e Import of LPG and compressed gas natural distribution through isotanks

 TBTS could become an alternative to Suape for importation of LPG becoming a new distribution center to
the Bahia state. This new possibility for local distribution logistics will significantly lower the truck flow in
the region, lowering costs
 Future installations in TBTS for natural gas compression will increase the distribution capillarity, tending to
local market in the state of Bahia and neighboring regions
1 FCA – Ferrovia Centro Atlântica is the concession operator of the Mid-East railway network
Source Public information and TBTS
12