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Samarco Mineração S.A. - Judicial Recovery

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Samarco Mineração S.A. - Judicial Recovery 1 SAMARCO MINERAÇÃO S.A. - JUDICIAL RECOVERY Message from Management, Independent auditor’s report and Financial Statements as of December 31, 2020. 2 SAMARCO MINERAÇÃO S.A. - IN JUDICIAL RECOVERY Message from Management MESSAGE FROM MANAGEMENT 3 WORDS FROM THE BOARD 2020 Between the collapse of the Fundão dam and December 2020, our production activities were idle. During that period, we based our actions on The year ended December 31, 2020 marked the two pillars: commitment to safely and sustainably beginning of a new organizational cycle at Samarco, repair and return to operations. We partially with gradual resumption of operational activities resumed our operations in December 2020. after five years of stoppage. In this publication, we, at Samarco, present the financial statements COMMITMENT TO REPAIR for the period with their respective explanatory notes, additional information and clarifications. We reaffirm our commitment to surrounding In this first semester, in our Annual Sustainability communities and to areas affected by the collapse Report, we will provide detailed information about of the Fundão dam. Up to December 2020, the company’s management and implemented R$ 11.7 billion was allocated to reparation and environmental and social programs. Also, on April 9, compensation measures. The actions are being 2021, the company filed a Judicial Reorganization conducted by Fundação Renova, an autonomous, petition with the 2nd Business State Court for the independent entity, which started its activities Belo Horizonte District of Minas Gerais to protect in 2016, as set out in the Transaction & Conduct its assets and operations from enforcement actions Adjustment Term (TTAC) and, subsequently, in the brought by its financial creditors and enable it to Conduct & Governance Adjustment Term (TAC seek to negotiate and implement a restructuring Governance), approved in 2018. of its financial debts so that it can emerge as a financially sustainable company with a balance We remain committed to the TTAC, signed in March sheet that allows it to meet its obligations relating 2016, establishing 42 socio-environmental and to the Fundão dam collapse. The petition was socio-economic programs, currently underway, granted on April 12, 2021 and information about and which received, in 2020, R$ 3.9 billion. the Judicial Reorganization Proceeding is available on our website: www.samarco.com. Under the TTAC, we are the primary maintainer and responsible for funding Fundação Renova, with our shareholders having a secondary obligation ABOUT US to provide the necessary funding on a 50/50 basis in case we fail to meet our obligations. Resources We are Samarco Mineração S.A., a privately- contributed to Renova amounted to R$ 10.9 billion held Brazilian mining company owned by two up to the end of 2020, and the liability provisioned shareholders - BHP Billiton Brasil Ltda. and Vale by Samarco on December 31, 2020 was R$ 17.0 S.A. In 43 years of our history, we have pioneered in billion, for future disbursements. Brazil the mining of low-grade iron ore, based on our own integrated logistics operation, from mine With the suspension of our activities for five to port, and we were among the largest exporters years and, consequently, with no revenue in Brazil until 2015. generation, we had to rely on financial support of our shareholders. Such support was provided The production process begins at the Germano through subscription of debentures issued by Complex, in the municipalities of Mariana and Ouro Samarco, to cover our working capital needs. In Preto, State of Minas Gerais, where extraction and addition, our shareholders, in their capacity as processing of iron ore takes place. In the form of secondary obligors under the TTAC, made direct pulp, the ore is transported via pipelines, routing contributions to Fundação Renova to fund repair through 25 municipalities until reaching the Ubu and compensation actions provided for by the Complex, in Anchieta, State of Espírito Santo. In that TTAC. Because we are primary obligor under the complex, the iron ore undergoes processes that TTAC, we have reimbursement obligations to our add more value, turning it into pellets (Samarco’s shareholders in respect of these contributions. final product), and then shipped from its own port With the partial resumption of our operations, terminal to our customers. Samarco started to provide direct financial support On November 5, 2015, the Fundão dam collapsed to the Fundação Renova. The total amount to be in the municipality of Mariana. That date will invested in Fundação Renova this year by Samarco never be forgotten and marked the history of is estimated to be R$ 3.95 billion. our company. This event impacted the lives of However, when addressing repair programs, it thousands of people and the environment along should be noted that scope, deadlines and costs the Rio Doce watershed, in the states of Minas are only estimates, subject to change, as they Gerais and Espírito Santo. MESSAGE FROM MANAGEMENT 4 depend on completion of studies, action plans and projects and operations, strengthening the sector program reviews, in addition to court decisions. and contributing to a differentiated and sustainable Execution and status of these activities can be mining. verified on Fundação Renova website, at https:// www.fundacaorenova.org/. RESUMPTION RESUMPTION OF OPERATIONS With the gradual resumption of our operations, we expect to have a positive impact on the finances Over the past five years, we have made all changes of the states in which we operate, Minas Gerais required to write a new story and rebuild trust and Espírito Santo. Throughout our history, we relationships with society. We partially resumed our have played a key role in that region, and so, the operations in December 2020 in a different way, company’s operational resumption also represents using new technologies and ensuring greater safety a remedial action, focusing on the local economy and less impact in territories where we operate. and generation of jobs and income. On the other hand, we are aware of the challenges we will face Since approval of the Corrective Operation License in the coming years, both internally and externally. (LOC) in October 2019, we have acquired all In 2020, not only Samarco but society as a whole environmental licenses required for resumption had to quickly adapt its standards, customs and of our activities. Still, we decided to wait for the procedures to face a new scenario, both from a implementation of the tailings filtering system. health and economic point of view, imposed by the With the contribution of R$ 391.9 million by Covid-19 pandemic. our shareholders, the system was concluded in December 2020, ensuring more safety by enabling We have adopted a series of preventive measures dry stacking of 80% of waste from the operation of in all units to protect health and safety of direct and concentrator number 3. indirect staff, seeking to prevent spread of Covid-19 in communities in which we operate, complying The remaining 20%, composed of water and ore with all protocols established by health authorities. fines from concentrator number 3, is taken to Cava Alegria Sul, a space confined in a structure of In a safe way, we were able to combine readiness natural rock formation, maximizing safety issues. activities for resumption of operations and adoption In the tailings filtration system, it is expected that of preventive measures, protecting health and well- all water extracted will be reused, reinforcing our being of our employees and third parties. sustainability practices. Still on challenges for the coming years, we To resume production, we reactivated one of our highlight the de-characterization program of the three concentrators at the Germano Complex, as Dam and Cava do Germano, currently underway, well as ore pipeline 2 and pelletizing plant 4, at the for execution of activities in stages, in order to Ubu Complex. In October and November 2020, ensure compliance with relevant regulations, long- we carried out cold and hot commissioning of term stability and reconfirmation of the reservoir. structures - tests for confirming proper electrical- The planning was filed in May 2019 at the State mechanical functioning of equipment, ensuring Environment Foundation (FEAM), in compliance with total safety of operations. Joint Resolution SEMAD/FEAM No. 2.784/2019, and submitted to the National Mining Agency (ANM). Our operational resumption is gradual. It is expected an approximate initial production capacity, through The current estimate for expenses related to de- a concentrator, of [7-8] million tons of iron ore per characterization of the Dam and Cava do Germano year (Mtpa), representing around 26% of our total is approximately R$ 2.5 billion, which was not being production capacity. considered in the business plan released in January 2019. Currently, the second concentrator is expected to be restarted in approximately seven years (2028) It should be noted that all geotechnical structures towards a production rate of around [14-16] Mtpy, of our production units are stable, permanently and the third concentrator to be restarted in about monitored and under a Declaration of Stability nine years (2030), reaching a production scale of Condition (DCE), a document recently validated around [22-24] Mtpy. in March 2021, evidencing compliance with safety requirements and rules. At the same time, we continued to seek solutions towards innovations and improvements in our Safety is and will continue to be a non-negotiable MESSAGE FROM MANAGEMENT 5 value for us at Samarco. The Integrated Safety obligations to shareholders and external creditors System, for example, under the Monitoring & will be necessary, as the company has a debt Inspection Center (CMI), is constantly improved. amounting to approximately US$ 8.3 billion. In In 2018, this system had 600 instruments and, in this sense, to allow the company to maintain 2019, this number was increased to 840, ending its production activities and its social function 2020 with over 1,300 state-of-the-art instruments.
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