Samarco Mineração S.A. MESSAGE from MANAGEMENT
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Germano Complex, (FREE-TRANSLATION OF AN ORIGINAL VERSION ISSUED IN PORTUGUESE) in Minas Gerais SAMARCO MINERAÇÃOASSO S.A. MESSAGE FROM MANAGEMENT,S PERSPE INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTSria AS rumo OF DECEMBER à ret 31, 2019 (Free-translation of an original version issued in Portuguese) 1 (FREE-TRANSLATION OF AN ORIGINAL VERSION ISSUED IN PORTUGUESE) SAMARCO MINERAÇÃO S.A. MESSAGE FROM MANAGEMENT 2 MESSAGE FROM MANAGEMENT 2019 (FREE-TRANSLATION OF AN ORIGINAL VERSION ISSUED IN PORTUGUESE) MESSAGE FROM MANAGEMENT 2019 began on the resettlement of Bento Rodrigues, an impacted town in MG including infrastructure and housing. In Paracatu de Baixo (MG), the foundations of the houses and infrastructure interventions In this publication, Samarco presents its financial statements for began, and in Gesteira (MG), the land for the construction of the the year ended December 31, 2019, with their respective explanatory houses was acquired and the conceptual design is in progress. notes, additional information and clarifications from management. Regarding water management, the 92 monitoring points of the impacted water courses show that raw water from the Doce River is With 42 years of experience, Samarco Mineração S.A. is a privately good for consumption after standard treatment. According to the held Brazilian mining company, a joint venture controlled in equal Consolidation Report of Human Health Risk Assessment Studies parts by two shareholders - BHP Billiton Brasil Ltda. and Vale S.A. (ARSH), released in December 2019, there are no metals resulting Until November 2015, the mining company had become one of the from the Fundão dam failure that represent toxicological risk to largest exporters in Brazil when, on November 5, 2015, it suspended human health. Therefore, there is no limitation of agricultural its operations due to the failure of the Fundão dam, in Mariana, activities or water consumption (after standard treament). There has Minas Gerais. This incident impacted the lives of thousands of also been an increase in the budget for remediation actions executed people as well as the environment along the Rio Doce watershed, by the Foundation, with an estimated total of R$ 4.68 billion for 2020. in the states of Minas Gerais (MG) and Espírito Santo (ES), a sad milestone in the Company’s history which will never be forgotten. Along with the progress in remediation, over the past four years Samarco has devoted special attention to assuring the safety of its Since then, Samarco has based its actions on a commitment geotechnical structures, meeting not only Brazilian standards, but to remedy the impacts and, above all, on the lessons and also more stringent international requirements. The Integrated experiences acquired. It plans to gradually resume its operations Safety System, supported by the Monitoring and Inspection Center with the implementation of a new operational model, using new (CMI), is constantly being improved upon. In 2018, this system had technologies that increase safety and seek business sustainability. 600 pieces of equipment and, in 2019, the number was expanded to 840 state-of-the-art instruments. It is important to observe The actions to remediate and compensate the environmental and that the CMI operates 24 hours a day, seven days a week, with a social damages are being carried out by the Renova Foundation, specialized technical team which also performs field inspections. In a private, non-profit independent institution, which started its addition, emergency drills were carried out in the cities of Mariana, activities in 2016, under the Transaction and Conduct Adjustment Barra Longa, Matipó (MG) and the Ubu Complex (ES) in 2019. Agreement (“TTAC”) and, subsequently, the Governance Conduct Adjustment Agreement (“Governance TAC”), approved in 2018. Up to December 2019, approximately R$ 383.7 million had been Altogether, 42 socio-environmental and socio-economic allocated to robust engineering works, following recommendations programs are being implemented. In 2019, the Foundation from independent [technical] audits. It should be noted that, in the received resources in the amount of R$ 2.99 billion. second half of last year, Samarco contracted, through an Agreement with the Public Prosecution Office of the State of Minas Gerais, an Samarco is responsible for supporting and financing the Renova external auditor to monitor the entire process of resumption of its Foundation. The total resources invested in the institution up to the operations, thus ensuring more transparency to the process. end of 2019 amounted to R$ 7.9 billion and the liability provisioned by Samarco on December 31, 2019 is R$ 12.2 billion for future Thanks to the measures adopted, all the company’s geotechnical disbursements. It should also be noted that the scope, deadlines and structures are stable, are permanently monitored and have a Dam costs foreseen for the remediation programs are an estimate and as such Safety Assurance Statement (Declaração de Condição de Estabilidade subject to change, since they depend on the conclusion of studies, action - DCE), a document recently validated in March 2020, which attests plans, program reviews and, also, on the result of judicial decisions. the fulfillment of applicable safety requirements and standards. After the depletion of its own resources, due to the interruption of At the same time, Samarco has been investing in the process its operations, Samarco has received funding from Shareholders. of gradually resuming its operations and is looking forward to This support has been provided through loans to the Company by its contributing again to the economies of the states where it operates shareholders, by means of the subscription of debentures issued by - Minas Gerais and Espírito Santo. Throughout its history, the Samarco, to cover the need for working capital and expenses with company has played an important role in the economy. In 2015, it the remediation and compensation actions that are part of the TTAC ranked 12th among exporters in the country, it ranked second in the programs. The contributions to the Renova Foundation have been seaborne iron ore pellet market, with a production capacity of 31.5 made directly by the shareholders, under the terms of the TTAC. million tons and a revenue equivalent to 6.4% of GDP of Espírito Santo and 1.5% of the GDP of Minas Gerais. As such, the company’s Among the responsibilities of the Renova Foundation is the operational restart also represents a positive step towards full [execution and] oversight of programs such as resettlement and remediation, as it is focused on the local economy, generating job water monitoring. It is important to mention that, in 2019, works opportunities and income and fiscal revenue. 3 MESSAGE FROM MANAGEMENT 2019 (FREE-TRANSLATION OF AN ORIGINAL VERSION ISSUED IN PORTUGUESE) The actions carried out by the company in 2019 show its determine the decharacterization of upstream dams, filed with the commitment to society and, above all, to a new operational model. State Foundation of Environment (Feam) the Germano Pit and Dam Among Samarco’s achievements for 2019, we highlight the issue of Decharacterization Project, which includes the Sela, Selinha and the Corrective Operational License (LOC) for its operational activities Tulipa dikes. The decharacterization works are in progress. in the Germano Complex. The LOC was approved on October 25, 2019 by the Chamber of Mining Activities (CMI) of the State Council Samarco continues to analyze and evaluate the impact on its for Environmental Policy (COPAM). Thus, Samarco currently has all business plan of the various changes in legislation mentioned the necessary environmental licenses to restart its operations. above. The current estimate for expenses related to the decharacterization of the Germano dam and pit, which were not However, reaffirming its values, Samarco has chosen to resume considered in the company’s business plan announced in January activities only after the implementation of a new Tailings Disposal 2019, is approximately R$ 2.9 billion. System, which includes a Filtration System. With this decision, the activities related to iron ore mining, to the beneficiation In addition, the mining company emphasizes that an adequate plants in Germano, Mariana (MG), and the pelletizing plants in restructuring of its financial obligations, as the company has an the Ubu Complex, in Anchieta (ES), will only resume after the outstanding debt of some US$ 7.3 billion. implementation of the Filtration System, on which work started in late 2019 and should be ready within a year. The filtration Regarding the financial statements in this document, Samarco unit has received financial support from the shareholders in the reinforces that these are Management expectations, representing approximate amount of R$ 302.5 million. forecasts and not guarantees of any future performance. Any forward-looking statements are and will be subject to risks, Regarding the tailings disposal system, an important milestone in uncertainties, external factors, changes in legislation and in 2019 was the preparation of the Alegria Sul pit. The preparation works Samarco’s business environments, which could cause current began in October 2018 and were concluded in May 2019, without a results to be materially different. single reported accident on site. In the first phase, the works carried out were for the preparation of the space, which is currently estimated As an example, one can mention that currently Brazil and the world to have the capacity to receive 9.7 million cubic meters of tailings. In face a Coronavirus pandemic. The impacts of COVID-19 on the the second phase, the electromechanical assembly of the pumping global economy cannot yet be fully assessed, and therefore they system was carried out, involving an investment of R$ 192.4 million. are not foreseen and quantified in this document. Management The Alegria Sul pit is currently estimated to be able to receive 20% of expectations as reflected in this document might change as a result the volume of tailings, while the remaining 80% are expected to be of circumstances arising from these new developments.