TPI - TRIUNFO PARTICIPAÇÕES E

INVESTIMENTOS S.A.

Report on the Independent auditor's review

Individual and consolidated interim financial statements

As of March 31, 2021

EAV/RV/RS/GS/TM

2445/21

TPI - TRIUNFO PARTICIPAÇÕES E INVESTIMENTOS S.A.

Individual and consolidated interim financial statements as of March 31, 2021

Content

Report on the Independent auditor's review of the individual and consolidated interim financial statements

Statement of Financial Position

Statement of Profit or Loss

Statement of Comprehensive Income Statement of Changes in Equity Statement of Cash Flows - indirect method Statement of Value Added - supplementary information

Management's notes to the individual and consolidated interim financial statements

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Phone: +55 11 3848 5880

Rua Major Quedinho 90

Fax: + 55 11 3045 7363

Consolação - São Paulo, SP - Brasil

www.bdo.com.br

01050-030

REPORT ON THE INDEPENDENT AUDITOR'S REVIEW OF THE INDIVIDUAL AND CONSOLIDATED INTERIM FINANCIAL STATEMENTS

To

Shareholders, Directors and Management of

TPI - Triunfo Participações e Investimentos S.A.

São Paulo - SP

Introduction

We have audited the individual and consolidated interim financial statements of TPI - Triunfo Participações e Investimentos S.A. ("Company"), contained in the Quarterly Information Form (ITR), identified as Parent Company and Consolidated, respectively, referring to the quarter ended March 31, 2021, comprising the individual and consolidated balance sheet and the respective individual and consolidated interim statements of income, of comprehensive income, changes in equity and cash flows for the 3-mont period then ended, as well as the summary of key accounting policies and further accompanying notes.

The Company's management is responsible for preparing the individual and consolidated interim financial information in compliance with Technical Pronouncement CPC 21 (R1) - Interim Statement and the international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - (IASB), as well as for the presentation of such information in a manner consistent with the rules issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on these interim financial statements based on our audit.

Scope of the review

We conducted our review in compliance with Brazilian and international standards for the review of interim financial information (NBC TR 2410 - Interim Financial Information Review Performed by the Entity's Auditor and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, mainly to persons responsible for financial and accounting matters, and applying analytical procedures and other review procedures. The scope of a review is significantly lower than an audit conducted in compliance with audit standards and, accordingly, has not allowed us to obtain assurance that we are aware of all significant matters that could be identified through an audit procedure. Therefore, we do not express an audit opinion.

BDO RCS Auditores Independentes, a Brazilian limited liability company, is a member of BDO Internacional Limited, a UK limited liability company, and is part of the international BDO network of independent member firms. BDO is a trade name for the BDO network and each of the BDO firms.

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Basis for the qualified opinion on the individual and consolidated interim financial statements

Investigations and other legal proceedings being conducted by public authorities

As described in Note 1.3 to the individual and consolidated financial statements, on February 22 and September 26, 2018, search and seizure warrants were carried out by the Federal Police, at TPI - Triunfo Participações e Investimentos S.A. headquarters and its subsidiaries Empresa Concessionária de Rodovias do Norte S.A. - Econorte ("Econorte") and Rio Tibagi Serviços de Operações e Apoio Rodoviário Ltda. ("Rio Tibagi"), based on the orders of the Judges of the 13th and 23rd Federal Courts of Curitiba within the scope of Integration Operation, which investigates the charges of criminal acts involving businessmen and public agents, fueled by alleged overbilling in the collection of tolls in the public toll road concessionaires in the state of Paraná. The order of the 23rd Federal Court of Curitiba includes witness immunity agreements under which unlawful acts practiced in the performance of the concession agreement by executives and former executives of the Company and its subsidiaries Econorte and Rio Tibagi were reported.

The Independent Committee, together with the firms hired to conduct the internal investigations, completed their work on April 29, 2019 and informed to the Board of Directors the factual results from the investigative procedures, work limitations and finally the recommendations for improving the Anticorruption Compliance program of the Company and its subsidiaries. However, investigations conducted by public authorities involving executives and former executives of the Company and subsidiaries Econorte and Rio Tibagi are still in progress.

Accordingly, due to the fact that investigations and other procedures conducted by the public authorities are still ongoing, it has not been possible, so far, to conclude whether any adjustments would be necessary in the individual and consolidated interim financial statements as of March 31, 2021.

Qualified opinion on the individual and consolidated interim financial statements

Based on our review, except for the unknown effects of the matters discussed in section "Basis for our qualified opinion on the individual and consolidated interim financial statements, if any, we are not aware of any facts that would lead us to believe that the individual and consolidated interim financial statements included in the aforementioned Quarterly Information (ITR) were not prepared, in all material respects, in compliance with CPC 21(R1) and IAS 34, applicable the preparation of Quarterly Information (ITR) and presented in a manner consistent with the rules issued by the Brazilian Securities and Exchange Commission (CVM).

Emphasis of matter

Relevant uncertainty related to going concern basis

The Company and its direct and indirect subsidiaries Companhia de Concessão Rodoviária Juiz de

Fora - Rio S.A., Concebra - Concessionária das Rodovias Centrais do Brasil S.A. and Transbrasiliana Concessionária de Rodovia S.A., have negative exposure to net working capital and/or have been failing to meet their financial obligations and, in the case of concessionaires, the investments established in their respective Concession Agreements. The concession agreement for subsidiary Empresa Concessionária de Rodovias do Norte S.A. - Econorte expires in November 2021, with no indication of renewal or extension of the contractual term to date. As detailed in Notes 1 and 14 to the individual and consolidated interim financial statements, the Company's Management has been taking actions to keep them in the normal course of its operations, making capital contributions, disposing of assets and implementing plans for out-of-courtrecovery, which have been challenged and have not been ratified at all the required hierarchical levels and discussions with the granting authority, as disclosed in Note 19. These events or conditions indicate the existence of relevant uncertainty, which could raise doubts about the capacity of the Company and its subsidiary concessionaires to continue as a going concern. Our opinion does not contain any changes related to this matter.

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Uncertainties arising from arbitration proceedings, re-auctioning processes, actions and negotiations conducted by subsidiaries, aimed at achieving the economic and financial balance of their operations.

We call attention to notes 1, 15 and 28 that describe arbitration and re-auctioning processes, other actions and negotiations that are being conducted by direct and indirect subsidiaries, for achieving economic and financial rebalancing of their operations, through adjustments to the concession agreements and adjustment of the debt profile to cash generation.

This set of actions, still in progress, may generate consequences and results that may lead to the need for future review, both by the Company and its subsidiaries, of the assumptions adopted until then and, accordingly, the provision of prospective adjustments in their financial statements. Our opinion does not contain any changes related to this matter.

Restatement of corresponding amounts

The individual and consolidated interim financial statements for the period ended March 31, 2020, presented for comparison purposes as "restated", were originally reviewed by us and we issued a report on them dated May 27, 2020, containing changes in conclusion of the same content as mentioned in above paragraph Basis for qualified opinion and paragraph of material uncertainty regarding going concern basis for the Company and its subsidiaries.

As described in Note 2.7, the Company's individual and consolidated interim financial statements as of March 31, 2020 are being restated in compliance with CPC 31 - Non-Current Assets Held for Sale and Discontinued Operation (IFRS 5). Our opinion does not contain any changes related to this matter.

Other matters

Statements of Value Added (SVA)

The aforementioned quarterly information includes the individual and consolidated Statements of Value Added (SVA) for the three-month period ended March 31, 2021, prepared under the responsibility of the Company's management and presented as supplementary information for the purposes of IAS 34. Such statements were submitted to review procedures carried out together with the review of the quarterly information, in order to determine whether they are reconciled with the interim financial statements and accounting records, as applicable, and whether their form and content comply with the criteria defined in Technical Pronouncement CPC 09 - Statement of Value Added. Based on our review, except for the unknown effects of the matters discussed in section "Basis for our qualified opinion on the individual and consolidated interim financial statements", if any, we are not aware of any facts that would lead us to believe that these statements of value added were not prepared, in all material respects, in compliance with the criteria defined in this Standard and in a consistent manner in relation to the individual and consolidated interim financial statements taken together.

São Paulo, May 12, 2021

BDO RCS Auditores Independentes SS

CRC 2 SP 015165/0-8

Eduardo Affonso de Vasconcelos

Accountant CRC 1 SP 166001/O-3

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TPI - Triunfo Participações e Investimentos SA published this content on 24 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2021 20:16:06 UTC.