Prumo Logistica : Material Fact - Mubadala Letter

Prumo Logística S.A. ("Company") (Bovespa: PRML3), in compliance with paragraph 4 of article 157 of Law 6,404/76 and CVM Rule No. 358/2002, hereby informs its shareholders and the market in general that, on April 10, 2017, has received the Letter No. 107/2017/CVM/SRE/GER-1 ("Letter") from the Brazilian Securities and Exchange Commission ("CVM") with the following content:
"1. We make reference to the application for registration of the combined mandatory tender offer ("MTO or "Public Offer") of Prumo Logística S.A. ("Company" or "Prumo"), for the cancelation of its registration and for its exit from the Novo Mercado Special Corporate Governance listing segment of the BM&FBovespa.
2. In connection with the analysis of the Public Offer documents, we verified, with respect to the Company's shareholder 9 West Finance SARL ("Mubadala"), facts, presented below, that are directly or indirectly related to the delisting and exiting the Novo Mercado Special Corporate Governance listing segment of the BM&FBovespa process, currently being analyzed in this technical area, which are the following:
(i) Mubadala participated in the capital increase approved by the Company's Board of Directors on 07/26/2016, which was ratified on 10/10/2016 (4 days before the announcement of the intention of the controlling shareholders of Prumo to hold the MTO), subscribing remaining unsubscribed shares;
(ii) Based on the analytical charts of all the Extraordinary Shareholders Meeting and Ordinary Shareholders Meeting held by the Company since 2014, sent through the documents filed with the CVM on 03/13/2017, it is possible to verify that Mubadala only attended the Meetings in which there were matters to be resolved on which EIG ENERGY XV HOLDINGS (Flame), LLC and EIG LLX HOLDINGS S.À.R.L ("EIG", "Controlling Shareholders" or "Offeror") would not have the right to vote, namely: (i) the choice of the institution who will be responsible for preparing the appraisal report of the MTO, as occurred at the Extraordinary Shareholders Meeting of 01/22/2016 and 11/25/2016; and (ii) the need to carry out a new valuation, pursuant to art. 4-A of Law 6,404/76 ("BCL"), as occurred at the Special Shareholders Meeting held on 02/24/2017. It is worthwhile noting that Mubadala's vote was decisive and determining in the resolutions approved on the last two Shareholders' Meetings, which regarded the Public Offer under consideration;
(iii) At the Meetings of 01/22/2016 and 11/25/2016, which resolved on the proposals for cancellation of the Company's registration and its exit from the Novo Mercado Special Corporate Governance listing segment of the BM&FBovespa, Mubadala voted in favor of both, aligning itself with the Controlling Shareholders' interest;
(iv) the Company, through a Material Fact dated 01/16/2017, disclosed the letter from the Controlling Shareholders, where it was clarified that they were in discussions with Mubadala and Itaú Unibanco SA ("Itaú") so that such shareholders would agree to approve the registration cancelation, but would remain as shareholders of the Company after the MTO;
(v) in the reply to CVM's questioning presented by the shareholder Itaú, it was clarified that Mubadala showed interest in acquiring shares issued by the Company held by Itaú, which has been holding discussions with Mubadala in this regard; and
(vi) At the Meeting held on 02/24/2017, Mubadala voted against a new valuation, pursuant to art. 4-A of BCL, and its position was decisive, since its shareholding represented more than 50% of the shares whose holders attended the said Meeting, thus frustrating the possibility of minority shareholders having a second valuation that could result in a higher value for the Company under the MTO.
3. Based on the above mentioned facts, we understand that there are sufficient elements to conclude that Mubadala is favorable to the delisting proposed by the Controlling Shareholders and intends to remain as a shareholder of the Company.
4. In addition, we understand that there are sufficient elements that demonstrate that Mubadala has been acting in the process of the Company's delisting representing the same interest of the Controlling Shareholders, reason for which, based on the provisions of items III and VI of art. 3rd of CVM Rule No 361/02 ("CVM Rule 361"), such shareholder could not be characterized as holder of outstanding shares for the purpose of the MTO under consideration.
5. Therefore, we have determined that the documents of the Public Offer shall be duly amended and resubmitted to the CVM, by 04/19/2017, together with the compliance within the requirements set forth in Letter No. 84/2017/CVM/SRE/GER-1, in order to disregard the shareholder Mubadala as holder of outstanding shares for the purposes of the MTO, so that it is not considered in the calculation of the approval quorum contemplated by item II of art. 16 of CVM Rule 361/02.
6. In addition, in view of the above-mentioned understanding and the fact that Mubadala voted at the Meeting held on 02/24/2017, we request that the Company clarify, until 04/13/2017, directly with the CVM, how the holders of outstanding shares' right to effectively decide on a new valuation of the Company, pursuant to art. 4-A of the BCL, will be preserved.
7. Finally, we request that the Company give immediate publicity to the contents of this Letter, using its information disclosure policy."
The Company announces that it is evaluating the content of the Letter and the actions to be taken, and that it will keep the market informed on the development of the matters addressed on the Letter.

Rio de Janeiro, April 11, 2017

Prumo Logística S.A.
Eugenio Leite de Figueiredo
Chief Financial Officer and Investor Relations Officer