6-K 1 dp05292_6k.htm

Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of April, 2007
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)

Avenida Brigadeiro Luis Antonio, 1343, 9º Andar
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F | X |  | Form 40-F |

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes |  |  | No | X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes |  |  | No | X

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes |  |  | No | X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS

ITEM |
1. Valuation Report - April 4, 2007

Item 1

Strictly private and confidential |

Valuation Report to Ultrapar Participações
Ultrapar Participações S.A., Refinaria Petroleo Ipiranga S.A., Distribuidora de Produtos de Petroleo Ipiranga S.A., Companhia Brasileira de Petroleo Ipiranga
April 4, 2007

A Passion to Perform. |

Disclaimer

n | These materials may only be used by Ultrapar Participações S.A. (“Ultrapar”) for the purposes defined in the engagement letter signed with Deutsche Bank Securities Inc. (“Deutsche Bank”). Neither Deutsche Bank nor any of its affiliates or any of its or their officers, directors, employees, affiliates, advisors, agents or representatives (collectively, “Deutsche Bank Representatives”) makes any express or implied representation or warranty as to the accuracy or completeness of any of the materials set forth herein or provides advice relating to tax, accounting, legal, antitrust, or other regulatory matters. Nothing contained in the accompanying materials is, or shall be relied upon as, a promise or representation as to the past or the future

n | In connection with Deutsche Bank’s role of “conducting a valuation analysis / preparing a valuation report” for Ultrapar, and in preparing its report as to the respective valuations of Companhia Brasileira de Petróleo Ipiranga (“CBPI”), Distribuidora de Produtos de Petróleo Ipiranga S.A. (“DPPI”) and Refinaria de Petróleo Ipiranga S.A. (“RIPI”) (collectively, “Ipiranga”, or the “Ipiranga Group”) and Ultrapar, Deutsche Bank has reviewed certain publicly available financial and other information concerning Ultrapar and the Ipiranga Group and certain internal analyses and other information furnished to it by Ultrapar and the Ipiranga Group. Deutsche Bank has also held discussions with members of the senior managements of Ultrapar and the Ipiranga Group, and with respect to certain assets, the senior management of Braskem, regarding the businesses and prospects of their respective companies and the operations of the combined company following the transactions described herein. In addition, Deutsche Bank has (i) reviewed the reported prices and trading activity for Ultrapar’s and the Ipiranga Group’s stock, (ii) compared certain financial and stock market information for Ultrapar and the Ipiranga Group with similar information for certain other companies whose securities are publicly traded, (iii) reviewed the financial terms of certain recent business combinations which it deemed comparable in whole or in part, (iv) reviewed the terms of the agreements governing the transaction, and (v) performed such other studies and analyses and considered such other factors as it deemed appropriate

Disclaimer (continued)

n | Deutsche Bank has not assumed responsibility for independent verification of, and has not independently verified, any information, whether publicly available or furnished to it, concerning Ultrapar or the Ipiranga Group, including, without limitation, any financial information, forecasts or projections considered in connection with the preparation of its report as to the respective valuations of Ultrapar and the Ipiranga Group. Accordingly, for purposes of its report, Deutsche Bank has assumed and relied upon the accuracy and completeness of all such information and Deutsche Bank has not conducted a physical inspection of any of the properties or assets, and has not prepared or obtained any independent evaluation or appraisal of any of the assets or liabilities, of Ultrapar or the Ipiranga Group

n | It should be understood that any valuations, financial and other forecasts and/or estimates or projections and other assumptions contained in the accompanying materials (including, without limitation, regarding financial and operating performance), were prepared or derived from information (whether oral or in writing) supplied solely by the respective managements of Ultrapar, the Ipiranga Group and Braskem or derived from other public sources, without any independent verification by Deutsche Bank, and involve numerous and significant subjective determinations and assumptions by Ultrapar and the Ipiranga Group, which may not be correct. As a result, it is expected that there will be a difference between actual and estimated or projected results, and actual results may vary materially from those shown herein. In addition, with respect any such information made available to Deutsche Bank and used in its analyses, Deutsche Bank has assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of Ultrapar and the Ipiranga Group as to the matters covered thereby. The report observes the requirements by Brazillian Securities Regulation, in particular Rule #361/02 of the Brazillian Securities Commission ("CVM").

Disclaimer (continued)

n | Accordingly, in preparing its report as to the respective valuations of Ultrapar and the Ipiranga Group, neither Deutsche Bank nor any of the Deutsche Bank Representatives make any express or implied representation or warranty, or express any view, as to the accuracy, reasonableness, completeness or achievability of any such financial and other forecasts and/or estimates or projections, or as to the determinations or assumptions on which they are based. Deutsche Bank’s report is necessarily based upon economic, market and other conditions as in effect on, and the information made available to it as of, the date hereof

n | Deutsche Bank has also assumed that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the transaction will be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, or any amendments, modifications or waivers to any agreements, instruments or orders to which either Ultrapar or the Ipiranga Group is a party or is subject or by which it is bound, no limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have a material adverse effect on Ultrapar or the Ipiranga Group or materially reduce the contemplated benefits of the transaction to Ultrapar

n | This presentation was based on the information available until today, and the views expressed are subject to change based upon a number of factors, including market conditions and Ultrapar’s and the Ipiranga Group’s business and prospects. Deutsche Bank does not undertake any obligation to update or otherwise revise these materials after the date hereof

n | This Report and its conclusions are not recommendations by Deutsche Bank as to whether Ipiranga shareholders should tender their shares in the mandatory tender offer, or to Ultrapar or Ipiranga shareholders as to the fairness to such shareholders, from a financial point of view, of the exchange ratio in the incorporation of RIPI, CBPI, DPPI shares in Ultrapar. Each shareholder must reach its own conclusions about the advisability of accepting the offer presented by Ultrapar and the incorporation of the shares of CBPI, DBPI and RIPI by Ultrapar

Contents

Section |  |
1 | Executive summary | 1
2 | Valuation summary | 9
| A | Ultrapar | 10
| B | RIPI | 13
| C | DPPI | 16
| D | CBPI | 19
3 | Economic value of underlying assets | 22
| A | Ultrapar | 26
| B | Ultrapar prior to the share merger | 37
| C | CBPI distribution | 39
| D | DPPI distribution | 45
| E | Copesul | 50
| F | IPQ | 55
| G | Valuation of other assets based on multiples | 60
4 | Final considerations | 62
5 | Glossary | 64
Appendix |  |
I | Share price evolution | 67
II | Comparable multiples | 73

Executive summary | Section 1

Section 1
Executive summary

| 1

Executive summary | Section 1

Initial considerations

n | This appraisal report (“Report” or “Valuation Report”) was prepared by Deutsche Bank as requested by Ultrapar

n | The Report observes the requirements imposed by Brazilian Securities Regulation, in particular Rule #361/02 of the Brazilian Securities Commission (“CVM”). Ultrapar requested this Report to be used in connection with (i) the mandatory tender offers related to the acquisition by Ultrapar of the control of Ipiranga Group, and (ii) the incorporation of CBPI, DBPI and RIPI shares in Ultrapar

n | The ranges for the respective valuations of Ultrapar, CBPI, DBPI and RIPI are limited to 10% due to a requirement imposed by Rule #361/02 of the CVM

| 2

Executive summary | Section 1

Scope of Deutsche Bank’s analysis
The objective of this Valuation Report is to present economic valuations of both Ultrapar and Ipiranga Group in accordance with the criteria defined as mandatory by the CVM
Under the CVM Rule #361/02, Deutsche Bank has conducted an analysis using the following methodologies and assumptions:

| n | Economic value based on discounted cash flow (“DCF”) analysis for the main operating companies and comparable multiples for some smaller operating subsidiaries

| – | Based on publicly available information and discussions with management of Ultrapar and Ipiranga

| n | Market value based on average share prices weighted by traded volume

| – | Average share price weighted by traded volume during the last twelve months ended March 16, 2007 (last trading day pre-announcement)

| n | Book value of the shares

| – | Based on Ultrapar and Ipiranga’s audited financial statements as of December 31,2006

Among the different valuation methodologies presented in this Valuation Report, Deutsche Bank believes the economic value based on DCF and comparable multiples is the most applicable methodology for valuing Ultrapar and Ipiranga

Economic value - methodologies for different business lines |  |
Discounted cash flow |  | Codename |  | WACC |  | Public company comparables |  | Codename
Companhia Brasileira de Petróleo Ipiranga |  | CBPI |  | 12.2% |  | Ipiranga Química S.A. |  | IQ
Distribuidora de Prod. de Petróleo Ipiranga |  | DPPI |  | 12.3% |  | Empresa Carioca de Prod. Químicos S.A. |  | EMCA
Copesul Central Química |  | Copesul |  | 11.2% |  | Ipiranga Asfaltos |  | IASA
Ipiranga Petroquímica S.A. |  | IPQ |  | 11.8% |  | AM/PM Comestíveis |  | AM/PM
Ultrapar Participações |  | Ultrapar |  | 10.6% |  | Isa-Sul Administração e Part. Ltda |  | Isa-sul
|  |  |  |  |  | Refinaria Petróleo Ipiranga |  | Refinery

| 3

Executive summary | Section 1

Valuation range - price per share

    (a) Based on discounted cash flow analysis (DCF) and comparable multiples
    (b) Market value based on weighted average shares for the 12 months prior to
    date of announcement (c) Book value based on latest public company filing dated
    12/31/2006

| 4

Executive summary | Section 1

Conducting the economic valuation
The three main economic valuation methodologies used were: Discounted Cash Flow (“DCF”), comparable public companies’ multiples and comparable precedent transaction multiples

|  | Discounted Cash Flow - DCF Analysis |  | Comparable Public Company Analysis |  | Comparable Precedent Transaction Analysis
Methodology |  | Un-levered projections of cash flow to the firm Terminal value calculation based on perpetuity growth (Gordon’s growth model) or exit multiple Cash flow and terminal value discounted by a discount rate that corresponds to the Company’s Weighted Average Cost of Capital (“WACC”) |  | Identification of listed companies that are comparable to the business being assessed Calculation of value (TEV or equity) as a multiple of value drivers (sales, ebitda, earnings, etc.) Multiples of value are applied to the corresponding value driver of the Company being assessed |  | Identification of transactions involving companies with comparable activities Calculation of the implied multiples of value in those transactions Multiples of value are applied to the corresponding value driver of the Company being assessed
Potential advantages |  | Estimates the intrinsic value of the Company Valuation takes into consideration the risk-return profile of the investment, and can be adjusted for the country risk Takes into consideration the company’s capital structure More flexibility to incorporate expected changes in the business profile such as change in product mix, capacity expansion, etc. |  | In efficient markets, it properly reflects the market consensus of value of a given industry Reflects historical performance and industry trends |  | Reflects the implied value of transactions in a given industry Might have synergies imbedded in the valuation multiples
Potential disadvantages |  | Subject to different view of the Company’s future generation of cash and risk Uncertainties of longer forecasts |  | Difficulty to identify companies that are comparable to the asset being assessed Does not reflect differences among the companies such as capital structure, profitability, management, etc Results can be affected by adverse situations not linked to valuation (macroeconomic, political, etc.) |  | Difficulty to identify companies/ transactions that are comparable Characteristics of the transaction might affect valuation such as competitiveness of the sale process, estimated synergies of the potential buyer, defensive play, etc It does not reflect the differences among the companies’ potential returns Limited public information available
Considerations |  | Maximum flexibility to incorporate in the valuation several value drivers such as discount rate (driven by capital structure, country risk, cost of equity), perpetuity growth and expected performance (as opposed to historical performance) |  | Limited sample in the local market requires evaluator to expand to different markets (normally with different characteristics) Does not incorporate specific nature of the company being assessed Based on historical performance, it incorporates market trend |  | Limited sample
Notes: (1) TEV - Total Enterprise Value = Equity plus Net debt. |  |

| 5

Executive summary | Section 1

Deutsche Bank credentials

n | Deutsche Bank and its affiliates provide a full range of investment banking products and services worldwide. The Corporate and Investment Bank (“CIB”) is responsible for providing capital markets products and investment banking services to corporations, financial institutions and governments and their agencies

n | Deutsche Bank and its affiliates’ expertise in assessing Brazilian publicly listed companies includes: the advisory to Ashmore Energy International on the acquisition of Prisma Energy International in 2006, the fairness opinion valuation of Companhia Siderúrgica Belgo Mineira in 2005, and the valuation report of Cia. Metalic Nordeste for Companhia Siderurgica Nacional (“CSN”) in 2002

n | Deutsche Bank or its affiliates also advised La Seda de Barcelona S.A. (“LSB”) on the acquisition of Eastman Chemical Iberica S.A. from Eastman Chemical Company in 2007, advised Linde AG on the sale of equipment business of BOC Edwards to CCMP Capital in 2007, advised Gazprom on the sale of a 10.7% stake to Rosneftegaz, advised ConocoPhillips on the divestment of selected European downstream assets (pending), advised Giant Industries on its sale to Western Refining Inc. and provided a fairness opinion valuation (pending), and is advising Valero on strategic alternatives for the Lima, Ohio refinery, among other assignments

n | Other selected transactions that involved valuation of public companies include: the advisory to Fairchild Semiconductor International in its acquisition of System General Corp, and the advisory to Healthcare REIT in its acquisition of Windrose Medical Properties Trust. Deutsche Bank also acted as advisor to International DisplayWorks Inc. when it was acquired by Flextronics International Ltd. and to US LEC Corp when it merged with Paetec Communications, Inc. All these transactions required a fairness opinion valuation

n | Deutsche Bank and its affiliates have a qualified team of professionals based in New York and São Paulo led by Mr. Ian Reid who was responsible for producing this Report

n | In delivering the Report, Deutsche Bank followed its internal policies applicable to the delivery of valuation reports, including forming an internal valuation committee to review and approve the report

| 6

Executive summary | Section 1

Additional considerations

n | The date of this Report is April 4, 2007

n | This Report may be solely used in the context of the request made by Ultrapar to Deutsche Bank

n | Research reports prepared by different areas of Deutsche Bank may utilize different assumptions with respect to the future performance of Ultrapar and Ipiranga than those used in the Valuation Report, and thus potentially present significantly different conclusions with respect to valuation

n | In compliance with the resolution CVM #361/02, Deutsche Bank states that as of April 4, 2007:

| – | There is no conflict of interest that compromises the independence necessary to prepare this Report

| – | Deutsche Bank and its affiliates held 8,527 non-voting shares of Braskem and 171,000 ADRs of Braskem; 62,175 voting shares of Petrobras, and 500,540 ADRs of Petrobras; Deutsche Bank and its affiliates did not hold, directly or indirectly, any shares of CBPI, DBPI and RIPI, nor did they hold shares or ADRs of Ultrapar, Petrobras or Braskem other than the shares/ADRs mentioned above

| – | Deutsche Bank is engaged in sales and trading transactions with Petrobras and Braskem, which includes, but is not limited to, derivatives

| – | In May 2006, Deutsche Bank received R$2,673,760.50 net of taxes from Petrobras for the advisory and structuring services rendered in connection with the acquisition of ABB's stake in Termobahia. Deutsche Bank did not receive any other fees from Ultrapar, Braskem or Petrobras in connection with financial advisory, consulting or auditing services, or any other investment banking services over the past 12 months

| – | Deutsche Bank will receive US$3,000,000 net of taxes as a fee for the delivery of this Report

| 7

Executive summary | Section 1

Additional considerations (continued)

| n | The preparation of this Valuation Report was overseen by Ian Reid, Managing Director - Corporate Finance and Mergers & Acquisitions for Latin America. Selected advisory assignments in which Mr. Reid was involved include, among others:

| – | The merger of Brahma and Antarctica to form Ambev, the unwinding of CSN’s controlling interest in CVRD (advisor to CVRD), the acquisition of a Bolivian refinery by Petrobras (advisor to Petrobras), the sale of Latasa to Rexam by Bradesco, Alcoa and JP Morgan (advisor to sellers), the acquisition of Panamco by Coca- Cola FEMSA (advisor to Coca-Cola FEMSA), and the repurchase by FEMSA of Interbrew’s stake in Femsa Cerveza (advisor to FEMSA) among others

Ian Reid - Managing Director |

| 8

Valuation summary | Section 2

Section 2
Valuation summary

| 9

Valuation summary | Section 2

Tab A
Ultrapar

| 10

Valuation summary | Section 2

Ultrapar Participações S.A.
Source: Public Ultrapar information
Company description

Ultrapar is a holding company for 3 separate operating companies: Oxiteno, Ultragaz, and Ultracargo
Major subsidiaries

■ |  | Ultragaz Participações LTDA

| - | Ultragaz is the leading distributor of liquefied petroleum gas (LPG) in Brazil, and one of the largest distributors in the world by volume

| - | Distributes bottled and bulk LPG to residential, commercial, and industrial clients in Brazil

| - | 2006 revenue of US$1.4 billion, and volume sold of 1.5 million tons

■ |  | Oxiteno S.A.

| - | A second-generation producer of commodity & specialty petrochemicals

| - | Oxiteno is the largest producer of ethylene oxide and its main derivatives in Latin America

| - | 2006 revenue of US$707 million, and volume sold of 544,000 tons

■ |  | Ultracargo Oper. Logísticas e Participações LTDA

| - | Provides integrated logistics services for special products

| - | 2006 revenue of $103 million

| - | Storage capacity at 2006 year end of 240 thousand cubic meters.

| - | Total kilometrage traveled in 2006 was 43 million kilometers

Source: Public Ultrapar information

| 11

Valuation summary | Section 2

Ultrapar valuation
Prior to the share merger, Ultrapar’s share value ranges from R$64.48 to R$71.26 based on the economic value

Economic value (R$) |
Ultrapar TEV (before steps 1 and 2) |  |  |  |  | 5,879 |  |  |  |
(+) net cash |  |  |  |  |  |  | 19 |  |  |  |  |
Ultrapar Equity value (before steps 1 and 2) |  |  |  |  |  |  | 5,898 |  |  |  |  |
(+) assets acquired (a) |  |  |  |  |  |  | 497 |  |  |  |  |
(-) price paid(b) |  |  |  |  |  |  | (876 | ) |  |  |  |
Ultrapar equity value (after steps 1 and 2) |  |  |  |  |  |  | 5,520 |  |  |  |  |
Total number of shares (million) |  |  |  |  |  |  | 81.3 |  |  |  |  |
Price per share – R$ per share |  |  | 64.48 |  |  |  | 67.87 |  |  |  | 71.26 |
|  | -5% |  |  |  |  |  |  | +5% |

Note: Figures in R$ million unless otherwise noted.
(a) refer to page 38 of the Valuation Report for more details
(b) R$890 million minus R$14 million received from Dynamo for the sale of certain Ipiranga PN’s shares
Source: Ultrapar information and Deutsche Bank

Weighted average share price LTM to announcement(a) |
|  | ON |  |  | PN |
Total volume (000’s) |  |  | NA |  |  |  | 17,108 |
W.A. share price (R$ per share) |  |  | NA |  |  |  | 43.08 |

(a) From 03/15/2006 to 03/16/2007
Note: Ultrapar’s ON shares have not traded for over 12 months.
Source: FactSet

Book value – Ultrapar |
|  | 12/31/2006 |
Shareholder equity – (R$ million) |  |  | 1,940.7 |
Total number of shares (million) |  |  | 81.3 |
Book value per share (R$ per share) |  |  | 23.86 |

Note: Book value based on operating company financials as of 12/31/2006
Source: Company’s filings

Weighted average share price announcement to April 2, 2007(a) |
|  | ON |  |  | PN |
Total volume (000’s) |  |  | NA |  |  |  | 2,822 |
W.A. share price (R$ per share) |  |  | NA |  |  |  | 56.10 |

(a) From 03/16/2007 to 04/02/2007
Source: FactSet

| 12

Valuation summary | Section 2

Tab B
RIPI

| 13

Valuation summary | Section 2

Refinaria Petroleo Ipiranga SA – RIPI
Company description

■ | RIPI is a holding company for certain Ipiranga investments and operates a refinery

Major subsidiaries

■ | Companhia Brasileira de Petroleo Ipiranga (CBPI)

| - | A fuel distributor with a network of 3,324 stations in Brazil, except in Rio Grande do Sul, Roraima and Amapá

| - | 2006 revenue of US$9.8 billion and volume sold of 12.2 billion cubic meters

■ | Distrib. de Produtos de Petroleo Ipiranga (DPPI)

| - | A gasoline distributor with a network of 916 stations in Southern Brazil

| - | 2006 revenue of $1.6 billion and volume sold of 1.8 billion cubic meters

■ | Ipiranga Química (IQ)

| - | A wholesale distributor of chemical products with over 5,000 clients in 50 different markets

| - | 2006 revenue of US$212.3 million and EBITDA of US$9.5 million

| - | Through its ownership in IQ, RIPI indirectly controls Copesul (with Braskem) and IPQ

■ | Ipiranga Petroquímica (IPQ)

| - | A 2 nd generation producer of high-end petrochemicals

| - | 2006 revenue of US$924.3 million and volume sold of 636,100 tons

■ | Copesul

| - | A naphtha-based cracker owned by Ipiranga & Braskem

| - | 2006 revenue of US$2.9 billion and volume of 2.962 million tons

Note: Volume sold refers to total volume; Revenue figures not consolidated
Source: Public Ipiranga information

    Note: Families include Gouvea, Tellechea, Mello, bastos, and Ormazabal families
    Source: Public Ipiranga information

| 14

Valuation summary | Section 2

RIPI valuation
RIPI’s share value ranges from R$51.63 to R$57.06 based on the economic value

Economic value |
|  | 100% |  |  | Proportionate |  |  |  |
(R$ million) |  | TEV |  |  | TEV |  |  |  |
IQ SA |  |  | 3,051 |  |  |  | 58.53 | % |  |  | 1,786 |  |  |  |  |
CBPI SA |  |  | 4,029 |  |  |  | 11.42 | % |  |  | 460 |  |  |  |  |
DPPI SA |  |  | 1,552 |  |  |  | 7.65 | % |  |  | 119 |  |  |  |  |
RIPI Opco |  |  | 9 |  |  |  | 100.0 | % |  |  | 9 |  |  |  |  |
RIPI – Total Enterprise Value |  |  |  |  |  |  |  |  |  |  | 2,373 |  |  |  |  |
(-) net debt |  |  |  |  |  |  |  |  |  |  | (765 | ) |  |  |  |
RIPI – Equity value |  |  |  |  |  |  |  |  |  |  | 1,609 |  |  |  |  |
Total number of shares (million) |  |  |  |  |  |  |  |  |  |  | 29.6 |  |  |  |  |
Price per share – R$ per share |  |  |  |  |  |  | 51.63 |  |  |  | 54.35 |  |  |  | 57.06 |
|  |  |  |  |  |  | -5 | % |  |  |  |  |  |  | +5 | %
Note: Figures in R$ million unless otherwise noted. Source: Ipiranga information and Deutsche Bank |

Weighted average share price LTM to announcement(a) |
|  | ON |  |  | PN |
Total volume (000’s) |  | 1,843 |  |  | 5,850 |
W.A. share price (R$ per share) |  | 45.81 |  |  | 32.75 |
(a) From 03/15/2006 to 03/16/2007 |  |  |  |  |  |  |  |
Source: FactSet |  |  |  |  |  |  |  |

Book value – RIPI SA |
|  | 12/31/2006 |
Shareholder equity – (R$ million) |  |  | 577.3 |
Total number of shares (million) |  |  | 29.6 |
Book value per share (R$ per share) |  |  | 19.50 |

Note: Book value based on operating company financials as of 12/31/2006
Source: Company’s filings

Weighted average share price announcement to April 2, 2007(a) |
|  | ON |  |  | PN |
Total volume (000’s) |  | 528 |  |  | 1,495 |
W.A. share price (R$ per share) |  | 91.57 |  |  | 44.85 |
(a) From 03/16/2007 to 04/02/2007 |  |  |  |  |  |  |  |
Source: FactSet |  |  |  |  |  |  |  |

| 15

Valuation summary | Section 2

Tab C
DPPI

| 16

Valuation summary | Section 2

Distribuidora de Produtos de Petroleo Ipiranga SA – DPPI
Company description

■ | DPPI is a distributor of fuel in Southern Brazil

■ | The Company delivers fuel to retail gas stations, industrial sites

■ | Approximately 65% of volume is sold to retail gas stations

■ | In 2006, core volume (gasoline, alcohol, and diesel fuel) was 1.8 billion cubic meters. Total volume (including GNV, lubricants, & others) was marginally higher

■ | In 2006, the Company had 2.5% of the Brazilian market by volume sold

Major subsidiaries

■ |  | Isa-Sul Administração e Participações (Isa-Sul)

| - | Owns 152 of the gas stations in DPPI’s region

| - | 2006 revenue of US$8.7 million and EBITDA of US$7.5 million

■ |  | Companhia Brasileira de Petroleo Ipiranga (CBPI)

| - | A fuel distributor with a network of 3,324 stations in Brazil, except in Rio Grande do Sul, Roraima and Amapá

| - | 2006 revenue of US$9.8 billion and volume sold of 12.2 billion cubic meters

| - | Through its ownership in CBPI, DPPI indirectly owns a minority stake in IQ, IPQ, and Copesul

■ |  | Ipiranga Química (IQ)

| - | A wholesale distributor of chemical products with over 5,000 clients in 50 different markets

| - | 2006 revenue of US$212.3 million and EBITDA of US$9.5 million

■ |  | Ipiranga Petroquímica (IPQ)

| - | A 2 nd generation producer of high-end petrochemicals

| - | 2006 revenue of US$924.3 million and volume sold of 636,100 tons

■ |  | Copesul

| - | A naphtha-based cracker owned by Ipiranga & Braskem

| - | 2006 revenue of US$2.9 billion and volume of 2.962 million tons

Note: Volumes refer to volumes sold. Revenues are not consolidated
Source: Public Ipiranga information

    Corporate structure

    Note: Families include Gouvea, Tellechea, Mello, Bastos, and Ormazabal families
    Source: Public Ipiranga information

| 17

Valuation summary | Section 2

DPPI valuation
DPPI’s share value ranges from R$41.11 to R$45.44 based on the economic value

Economic value |
|  | 100% |  |  | Proportionate |  |  |  |
(R$ million) |  | TEV |  |  | TEV |  |  |  |
CBPI |  |  | 4,029 |  |  |  | 21.01 | % |  |  | 847 |  |  |  |  |
DPPI Opco |  |  | 706 |  |  |  | 100 | % |  |  | 706 |  |  |  |  |
DIPPI – Total Enterprise Value |  |  |  |  |  |  |  |  |  |  | 1,552 |  |  |  |  |
(-) net debt |  |  |  |  |  |  |  |  |  |  | (168 | ) |  |  |  |
DPPI – Equity value |  |  |  |  |  |  |  |  |  |  | 1,385 |  |  |  |  |
Total number of shares (million) |  |  |  |  |  |  |  |  |  |  | 32.0 |  |  |  |  |
Price per share – R$ per share |  |  |  |  |  |  | 41.11 |  |  |  | 43.28 |  |  |  | 45.44 |
|  |  |  |  |  |  | -5 | % |  |  |  |  |  |  | +5 | %
Note: Figures in R$ million, except unless otherwise noted |
Source: Ipiranga information and Deutsche Bank |

Weighted average share price LTM to announcement(a) |
|  | ON |  |  | PN |
Total volume (000’s) |  |  | 24 |  |  |  | 2,919 |
W.A. share price (R$ per share) |  |  | 41.69 |  |  |  | 24.99 |
(a) From 03/15/2006 to 03/16/2007 |  |  |  |  |  |  |  |
Source: FactSet |  |  |  |  |  |  |  |

Book value – DIPPI SA |
|  | 12/31/2006 |
Shareholder equity – (R$ million) |  |  | 804.0 |
Total number of shares (million) |  |  | 32.0 |
Book value per share (R$ per share) |  |  | 25.13 |

Note: Book value based on operating company financials as of 12/31/2006
Source: Company’s filings

Weighted average share price announcement to April 2, 2007(a) |
|  | ON |  |  | PN |
Total volume (000’s) |  | 61 |  |  | 514 |
W.A. share price (R$ per share) |  | 96.53 |  |  | 34.69 |
(a) From 03/16/2007 to 04/02/2007 |  |  |  |  |  |  |  |
Source: FactSet |  |  |  |  |  |  |  |

| 18

Valuation summary | Section 2

Tab D
CBPI

| 19

Valuation summary | Section 2

Companhia Brasileira de Petroleo Ipiranga – CBPI
Company description

■ | The largest company in the Ipiranga Group by revenue, CBPI is a distributor of fuel in Brazil, except in Rio Grande do Sul, Roraima and Amapá

■ | The Company delivers fuel to retail gas stations, industrial sites

■ | Approximately 65% of volume is sold to retail gas stations

■ | In 2006, core volume (gasoline, alcohol, and diesel fuel) was 11.6 billion cubic meters. Total volume (including GNV, lubricants, & others) was 12.2 billion cubic meters

■ | In 2006, the Company had 16.9% of the Brazilian market

Major subsidiaries

■ | Empresa Carioca de Produtos Químicos (EMCA)

| - | Produces specialty oils with applications in the pharmaceutical, food, cosmetic, and plastics industries

| - | 2006 revenue of US$42.5 million and EBITDA of US$1.4 million

■ | Ipiranga Asfaltos (IASA)

| - | Produces asphalt and asphalt additives, and provides pavement services

| - | 2006 sales of US$114.3 million and EBITDA of US$6.1 million

■ | AM/PM Comestíveis

| - | A chain of retail convenience stores attached to CBPI gas stations

| - | 2006 sales of US$8.4 million and EBITDA of US$14.7 million, which includes other operating income

■ | Ipiranga Química SA (IQ)

| - | A wholesale distributor of chemical products with over 5,000 clients in 50 different markets

| - | 2006 revenue of US$212.3 million and EBITDA of US$9.5 million

■ | Ipiranga Petroquímica (IPQ)

| - | A 2 nd generation producer of high-end petrochemicals

| - | 2006 revenue of US$924.3 million and volume sold of 636,100 tons

| - | Through its ownership in IQ, CBPI, indirectly has a stake in IPQ and Copesul

■ | Copesul

| - | A naphtha-based cracker owned by Ipiranga & Braskem

| - | 2006 revenue of US$2.9 billion and volume of 2.962 million tons

Source: Public Ipiranga information

    Corporate structure

    Note: Families include Gouvea, Tellechea, Mello, Bastos, and Ormazabal families

| 20

Valuation summary | Section 2

CBPI valuation
CBPI’s share value ranges from R$26.97 to R$29.81 based on the economic value

                       Economic value                                          Book value - CBPI
                       --------------                                          -----------------
    (R$ million)  100%        Proportionate                                                     12/31/2006
                  TEV         TEV                                                               ----------
    Copesul       5,635       29.46% 1,660 (1)              Shareholder equity - (R$ million)      1,555.2
    IPQ Opco      1,452      100.00% 1,452 (2)              Total number of shares (million)         106.0
    100% IPQ SA.                     3,112 (3)=(1)+(2)      Book value per share (R$ per share)       14.68
    IPQ SA.       3,112       92.39% 2,875 (4)=(3)x stake
    IQ Opco         176      100.00%   176 (5)
    100% IQ SA                       3,051 (6)=(4)+(5)
    IQ SA         3,051       41.47% 1,265 (7)=(6)x stake
    CBPI Opco     2,764      100.00% 2,764 (8)
    CBPI - Total Enterprise Value             4,029 (9)=(7)+(8)
    (-) net debt                             (1,021)
    CBPI - Equity Value                       3,008
    Total number of shares (million)          106.0
    Price per share - R$ per share     26.97   28.39 29.81
                                        -----------------
                                       -5%               +5%
    Note: Figures in R$ million, except unless otherwise noted  Note: Book value based on operating company financials
    Source: Ipiranga information and Deutsche Bank                    as of 12/31/2006
                                                                Source: Company's filings

                   Weighted average share price                           Weighted average share price
                      LTM to announcement (a)                           announcement to April 2, 2007 (a)
    -----------------------------------------------------  ----------------------------------------------------
                                         ON       PN                                            ON       PN
                                       ======= =========                                      ======= =========
    Total volume (000's)                  123     62.524   Total volume (000's)                   168     7,946
    W.A. share price (R$ per share)     21.72      18.32   W.A. share price (R$ per share)      52.55     23.28
    (a) From 03/15/2006 to 03/16/2007                      (a) From 03/16/2007 to 04/02/2007
    Source: FactSet                                        Source: FactSet

| 21

Economic value of assets | Section 3

Section 3
Economic value of assets

| 22

Economic value of assets | Section 3

Valuation considerations
The companies were valued on a stand-alone basis
The valuation of each asset excludes any potential synergies that could be achieved as a result of the transaction

DCF
n | Basic assumptions
| – | 10-year projections
| – | Base date of DCF valuation is December 31, 2006
| – | Assumes exchange rate of 2.1385 R$/US$ as of 12/31/2006
| – | Models projected in nominal reais; cash flows were converted to US Dollars based on average exchange rate for the year
| – | WACC in nominal US Dollars
| – | Considers that cash flow is generated evenly throughout the year
n | Perpetuity
| – | Calculated based on Gordon’s growth formula
| – | Adjustments to capex/ depreciation, tax rates, net operating working capital
| – | Petrochemical companies: perpetuity cash flow adjusted for mid-cycle
n | Equity value
| – | TEV minus net debt (as defined in the glossary)
DCF valuation
| Companhia Brasileira de Petróleo Ipiranga Distribuidora de Prod. de Petróleo Ipiranga Copesul Central Química Ipiranga Petroquímica S.A. Ultrapar Participações
Multiples
n | Basic assumptions
| – | Based on multiples of EBITDA
n | Precedent transactions
| – | Applied to LTM EBITDA
n | Trading comparables
| – | Applied to 2006 EBITDA except for petrochemicals, where an average of 3 - 5 years (normalized EBITDA) was used depending on the company
Multiple -based valuation
| Ipiranga Química S.A. - precedent transactions Empresa Carioca de Prod. Químicos S.A. - trading comps Ipiranga Asfaltos - precedent transactions AM/PM Comestíveis - trading comps Isa-Sul Adm. e Part. Ltda - implied multiple from DPPI DCF
Source: Ultrapar and Deutsche Bank

| 23

Economic value of assets | Section 3

Weighted Average Cost of Capital and Cost of Equity
WACC and Ke
WACC definition
(US$ nominal)

|  |  | Ipiranga companies
| Ultrapar |  | CBPI |  | DPPI |  | Copesul |  | IPQ
I. Beta calculation |  |  |  |  |  |  |  |  |
1. Beta un-levered (a) | 0.64 |  | 0.90 |  | 0.90 |  | 0.86 |  | 0.86
Long-term optimal debt (D)/cap (D+E) ratio | 35% (b) |  | 40% (c) |  | 40% (c) |  | 50% (c) |  | 50% (c)
Long-term optimal equity (E) /cap (D+E) ratio | 65% (b) |  | 60% (c) |  | 60% (c) |  | 50% (c) |  | 50% (c)
Marginal tax rate (tax)(d) | 22% |  | 26% |  | 23% |  | 33% |  | 25%
2. Re-levered equity beta (β) | 0.92 |  | 1.35 |  | 1.36 |  | 1.44 |  | 1.50
II. Calculation of Cost of Capital |  |  |  |  |  |  |  |  |
US risk free rate (Rfr) (e) | 4.5% p.a. |  | 4.5% p.a. |  | 4.5% p.a. |  | 4.5% p.a. |  | 4.5% p.a.
Local risk premium (CRP) (f) | 200 bps |  | 200 bps |  | 200 bps |  | 200 bps |  | 200 bps
Local long-term risk free rate | 6.5% p.a. |  | 6.5% p.a. |  | 6.5% p.a. |  | 6.5% p.a. |  | 6.5% p.a.
US equity risk premium (ERP) (g) | 7.1% p.a. |  | 7.1% p.a. |  | 7.1% p.a. |  | 7.1% p.a. |  | 7.1% p.a.
3. Cost of Equity (Ke) | 13.0% p.a. |  | 16.1% p.a. |  | 16.2% p.a. |  | 16.7% p.a. |  | 17.2 p.a.%
Local long-term risk free rate | 6.5% p.a. |  | 6.5% p.a. |  | 6.5% p.a. |  | 6.5% p.a. |  | 6.5% p.a.
Long-term corporate risk spread (h) | 150 bps |  | 200 bps |  | 200 bps |  | 200 bps |  | 200 bps
4. Cost of Debt (Kd) | 8.0% p.a. |  | 8.50% p.a. |  | 8.50% p.a. |  | 8.50% p.a. |  | 8.50% p.a.
5. WACC | 10.6% p.a. |  | 12.2% p.a. |  | 12.3% p.a. |  | 11.2% p.a. |  | 11.8% p.a.

Note: | (a) 2 years weekly Betas against the S&P500 for the sample of companies that represent each industry (source: Bloomberg)
| (b) Based on a more conservative company risk profile than the optimal capital structure for the industry
| (c) Based on comparable public companies
| (d) Marginal tax rates as provided by the management of the companies
| (e) US risk free rate is the yield of the US Treasury (source: FactSet)
| (f) Local risk premium based on spread of the sovereign bond to the equivalent US Treasury (source: Bloomberg)
| (g) Equity risk premium from Ibbotson’s 2006 report
| (h) Long term corporate risk spreads are based on companies outstanding debt (source: the companies’ financials)
Source: Bloomberg, Factset and the companies

| 24

Economic value of assets | Section 3

Macroeconomic assumptions

US Economy | 2004A | 2005A | 2006A | 2007E | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E
Inflation (a) | 1.6% | 2.6% | 2.3% | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% | 2.0%
US Treasury (a) | 4.1% | 4.1% | 4.7% | 4.5% | 5.0% | 5.0% | 5.0% | 5.0% | 5.0% | 5.0% | 5.0% | 5.0% | 5.0%

Brazil Economy | 2004A | 2005A | 2006A | 2007E | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E
GDP - real growth (b) | 0.5% | 4.9% | 3.4% | 3.5% | 3.7% | 3.6% | 3.4% | 3.3% | 3.1% | 3.0% | 3.0% | 3.0% | 3.0%
GDP - nominal growth | 5.7% | 10.9% | 6.6% | 7.4% | 7.8% | 7.2% | 7.0% | 6.9% | 6.7% | 6.6% | 6.6% | 6.6% | 6.6%
Brazilian population growth (c) | 1.5% | 1.4% | 1.4% | 1.4% | 1.3% | 1.3% | 1.3% | 1.2% | 1.2% | 1.2% | 1.1% | 1.1% | 1.1%
Inflation (IPC) (a) | 5.2% | 5.7% | 3.1% | 3.8% | 4.0% | 3.5% | 3.5% | 3.5% | 3.5% | 3.5% | 3.5% | 3.5% | 3.5%
Selic (average) (b) | 23.0% | 16.4% | 15.3% | 12.2% | 11.1% | 10.0% | 9.5% | 9.5% | 9.5% | 9.5% | 9.5% | 9.5% | 9.5%
CDI (Brazilian interbank rate) (b) | 23.5% | 16.9% | 15.8% | 12.7% | 11.6% | 10.5% | 10.0% | 10.0% | 10.0% | 10.0% | 10.0% | 10.0% | 10.0%
FX rate - eop (d) | 2.85 | 2.34 | 2.14 | 2.18 | 2.29 | 2.32 | 2.36 | 2.39 | 2.43 | 2.46 | 2.50 | 2.54 | 2.57
FX rate - avg | 3.05 | 2.43 | 2.19 | 2.16 | 2.24 | 2.31 | 2.34 | 2.38 | 2.41 | 2.45 | 2.48 | 2.52 | 2.56
Average R$ devaluation |  | (20.3%) | (9.9%) | (1.5%) | 3.7% | 3.0% | 1.5% | 1.5% | 1.5% | 1.5% | 1.5% | 1.5% | 1.5%

Sources:
(a) Based on Wall Street consensus
(b) Market consensus for 2007 and 2008. Based on Wall Street consensus for 2009 onwards
(c) IBGE - Brazilian Institute of Geography and Statistics
(d) Market consensus for 2007 and 2008. Fixed purchase power parity (PPP) between Brazil and USA for 2009 onwards

| 25

Economic value of assets | Section 3

Tab A
Ultrapar

| 26

Economic value of assets | Section 3

Ultrapar consolidated - DCF valuation
Ultrapar consolidates: Ultragaz, the #1 LPG distributor in Brazil, Oxiteno, the main producer of Ethylene Oxide and its main derivatives in Latin America, and Ultracargo, a logistic company for special products

|  | 2007E |  | 2008E |  | 2009E |  | 2010E |  | 2011E |  | 2012E |  | 2013E |  | 2014E |  | 2015E |  | 2016E |  | Perp.
1. EBIT |  | 157 |  | 163 |  | 218 |  | 239 |  | 249 |  | 251 |  | 257 |  | 286 |  | 297 |  | 347 |  | 364
annual growth |  | n.a. |  | 4.1% |  | 33.2% |  | 9.7% |  | 4.4% |  | 0.6% |  | 2.4% |  | 11.3% |  | 3.9% |  | 16.8% |  | 5.0%
(-) tax |  | (37) |  | (38) |  | (47) |  | (51) |  | (53) |  | (54) |  | (56) |  | (64) |  | (67) |  | (77) |  | (80)
effective tax rate |  | (23.4%) |  | (23.5%) |  | (21.6%) |  | (21.3%) |  | (21.1%) |  | (21.5%) |  | (21.7%) |  | (22.4%) |  | (22.6%) |  | (22.1%) |  | (22.1%)
3. EBIT (-) tax |  | 120 |  | 125 |  | 171 |  | 188 |  | 197 |  | 197 |  | 201 |  | 222 |  | 230 |  | 270 |  | 284
(+) Depreciation & Amortization |  | 93 |  | 103 |  | 111 |  | 119 |  | 127 |  | 131 |  | 134 |  | 116 |  | 119 |  | 87 |  | 87
(-) Capex |  | (253) |  | (154) |  | (103) |  | (96) |  | (99) |  | (101) |  | (104) |  | (106) |  | (100) |  | (98) |  | (87)
(-) Changes in net operating working capital |  | (7) |  | (19) |  | (50) |  | (21) |  | (19) |  | (17) |  | (16) |  | (13) |  | (11) |  | (11) |  | (11)
4. Free cash flow to the Firm |  | (47) |  | 56 |  | 129 |  | 190 |  | 206 |  | 209 |  | 215 |  | 218 |  | 238 |  | 248 |  | 272
annual growth |  | – |  | – |  | 130.4% |  | 47.8% |  | 8.3% |  | 1.5% |  | 3.0% |  | 1.5% |  | 9.0% |  | 4.0% |  | 9.8%

Note: Annual free cash flow in US$ millions
Effective tax rate based on the effective tax rates of Ultragaz, Oxiteno, and Ultracargo
Source: Company information and Ultrapar management guidance

    TEV (R$ million)
    (R$ million) Perpetuity growth(a) (Gordon's growth model)
    (a) Values converted into Reais at 2.14 R$/US$. Net present value and perpetuity
    value calculated in US$

    TEV/ 2007 EBITDA
    (R$ million) Perpetuity growth(a) (Gordon's growth model)
    (a) Values converted into Reais at 2.14 R$/US$. Net present value and perpetuity
    value calculated in US$

| 27

Economic value of assets | Section 3

Assumptions - Ultragaz
Selected income statement drivers
Bottled LPG volumes are driven by population growth, while Bulk sales are driven by GDP growth
Cash gross margins per ton are constant in real terms adjusted for Brazilian inflation

    Note: Excludes depreciation
    Source: Company information and Ultrapar management guidance

| 28

Economic value of assets | Section 3

Assumptions - Ultragaz (continued)
Selected income statement drivers
Revenues are driven by increasing volumes and adjusted for inflation
Selling expenses are constant as a percentage of sales, while General and Administrative expenses are adjusted for inflation

| 29

Economic value of assets | Section 3

Assumptions -Ultragaz (continued)
Selected balance sheet drivers
Capex/ton is based on volumes and adjusted for inflation
Based on property, plant and equipment depreciation schedule
Net operating working capital assumptions are in line with 2006

Change in net operating working capital
Net operating working capital (R$ million) |  | 2005A |  | 2006A |  | 2007E |  | 2008E |  | 2009E |  | 2010E |  | 2011E |  | 2012E |  | 2013E |  | 2014E |  | 2015E |  | 2016E
Net operating working capital |  | 150.2 |  | 126.4 |  | 133.5 |  | 141.9 |  | 150.0 |  | 158.5 |  | 167.4 |  | 176.6 |  | 186.2 |  | 196.3 |  | 207.0 |  | 218.2
(+) current assets |  | 216 |  | 203 |  | 215 |  | 228 |  | 241 |  | 255 |  | 269 |  | 284 |  | 299 |  | 316 |  | 333 |  | 351
(-) current liabilities |  | (65) |  | (77) |  | (81) |  | (87) |  | (91) |  | (97) |  | (102) |  | (107) |  | (113) |  | (119) |  | (126) |  | (132)
Change in net operating working capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(Increase) / Decrease in net operating working capital |  | (7) |  | (8) |  | (8) |  | (8) |  | (9) |  | (9) |  | (10) |  | (10) |  | (11) |  | (11)

Source: Company information and Ultrapar management guidance

| 30

Economic value of assets | Section 3

Assumptions - Oxiteno
Selected income statement drivers
Oxiteno is currently in the process of increasing its capacity (expected to be fully operational in 2009)
Oxiteno’s strategy is to meet Brazil’s demand for specialties (expected to grow twice as fast as GDP)
Specialties prices are constant in US Dollars and commodities prices are based on CMAI projections in US Dollars

| 31

Economic value of assets | Section 3

Assumptions - Oxiteno (continued)
Selected income statement drivers
Revenue evolution reflects the capacity expansion and change in production mix
Sales are expected to shift over-time from commodities to specialties and from exports to the domestic market
The production shift to specialties diminishes the cyclicality of the EBITDA margin

| 32

Economic value of assets | Section 3

Assumptions - Oxiteno (continued)
Selected balance sheet drivers
Capex is based on Ultrapar guidance relating to the capacity increase
Based on property, plant and equipment depreciation schedule
Net operating working capital assumptions are in line with 2006

Change in net operating working capital
Net operating working capital (R$ million) |  |  | 2005A |  |  | 2006 A |  |  | 2007E |  |  | 2008E |  |  | 2009E |  |  | 2010E |  |  | 2011E |  |  | 2012E |  |  | 2013E |  |  | 2014E |  |  | 2015E |  |  | 2016E |
Net operating working capital |  |  | 259.5 |  |  | 361.2 |  |  | 368.0 |  |  | 400.0 |  |  | 504.5 |  |  | 543.7 |  |  | 580.0 |  |  | 611.8 |  |  | 641.0 |  |  | 661.7 |  |  | 677.3 |  |  | 694.2 |
(+) current assets |  |  | 352 |  |  | 468 |  |  | 478 |  |  | 520 |  |  | 651 |  |  | 700 |  |  | 747 |  |  | 791 |  |  | 830 |  |  | 858 |  |  | 878 |  |  | 898 |
(-) current liabilities |  |  | (92 | ) |  | (107 | ) |  | (110 | ) |  | (120 | ) |  | (147 | ) |  | (157 | ) |  | (167 | ) |  | (179 | ) |  | (189 | ) |  | (196 | ) |  | (200 | ) |  | (204 | )
Change in net operating working capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(Increase) / Decrease in net operating working capital |  |  |  |  |  |  |  |  | (7 | ) |  | (32 | ) |  | (105 | ) |  | (39 | ) |  | (36 | ) |  | (32 | ) |  | (29 | ) |  | (21 | ) |  | (16 | ) |  | (17 | )

Source: Company information and Ultrapar management guidance

| 33

Economic value of assets | Section 3

Assumptions - Ultracargo
Selected income statement drivers
Storage capacity utilized increasing from 78% as of 2007 to 95% as of 2010 based on Ultracargo guidance
Transportation capacity utilized increasing from 84% as of 2007 to 95% as of 2010

| 34

Economic value of assets | Section 3

Assumptions - Ultracargo (continued)
Selected income statement drivers
Revenues increase as a result of volume growth and price inflation

| 35

Economic value of assets | Section 3

Assumptions - Ultracargo (continued)
Selected balance sheet drivers
Capacity Increase between 2004 and 2006
Based on property, plant and equipment depreciation schedule
Net operating working capital assumptions are in line with 2006

Change in net operating working capital
Net operating working capital (R$ million) |  |  | 2005A |  |  | 2006A |  |  | 2007E |  |  | 2008E |  |  | 2009E |  |  | 2010E |  |  | 2011E |  |  | 2012E |  |  | 2013E |  |  | 2014E |  |  | 2015E |  |  | 2016E |
Net operating working capital |  |  | 14.0 |  |  | 16.1 |  |  | 17.7 |  |  | 19.4 |  |  | 21.1 |  |  | 22.9 |  |  | 23.9 |  |  | 24.9 |  |  | 26.0 |  |  | 27.1 |  |  | 28.2 |  |  | 29.5 |
(+) current assets |  |  | 33 |  |  | 35 |  |  | 38 |  |  | 42 |  |  | 46 |  |  | 50 |  |  | 52 |  |  | 54 |  |  | 57 |  |  | 59 |  |  | 62 |  |  | 64 |
(-) current liabilities |  |  | (19 | ) |  | (19 | ) |  | (20 | ) |  | (23 | ) |  | (25 | ) |  | (27 | ) |  | (28 | ) |  | (29 | ) |  | (31 | ) |  | (32 | ) |  | (33 | ) |  | (35 | )
Change in net operating working capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(Increase) / Decrease in net operating working capital |  |  |  |  |  |  |  |  | (2 | ) |  | (2 | ) |  | (2 | ) |  | (2 | ) |  | (1 | ) |  | (1 | ) |  | (1 | ) |  | (1 | ) |  | (1 | ) |  | (1 | )

Source: Company information and Ultrapar management guidance

| 36

Economic value of assets | Section 3

Tab B
Ultrapar prior to the share merger

| 37

Economic value of assets | Section 3

Ultrapar prior to the share merger
After completing the acquisition of the control block (step 1) and tendering for the other voting shareholders (step 2), Ultrapar will have acquired 41.3% of RIPI, 35.4% of DPPI, and 4.1% of CBPI
Ultrapar will spend R$876 million on steps 1 and 2

    o After completing steps 1 and 2, Ultrapar will have acquired 41.3%
      of RIPI, 35.4% of DPPI, and 4.1% of CBPI
    o Ultrapar will spend R$876 million on steps 1 and 2
    o These stakes are equivalent to 41.3% of the refinery, 38.5% of the
      distribution business of DPPI, and 16.9% of the distribution
      business of CBPI

                    Stake      Stake
    Ipiranga SA    at S.A.    at Opco
    -----------    -------    -------
    RIPI SA         41.3%      41.3%     Refinery
    DPPI SA         35.4%      38.5%     DPPI
                                         distribution
                                         CBPI
    CBPI SA          4.1%      16.9%     distribution

    (R$ million)                      TEV (5)  Equity
    Assets acquired by Ultrapar       591      497
    ------------------------------------------------------
    Refinery          (1)     41,3%     1        (10)
    DPPI                      38,5%   272        290
    distribution      (2)
    CBPI                      16,9%   315        217
    distribution      (3)
    CBPI EMCA         (4)     16,9%     3          0

    (1) Includes 1/3 of the Refinery only
    (2) Includes ISA-Sul
    (3) Includes CBPI distribution and the AM/PM
        convenience stores in the South and Southeast
    (3) Assumes that Petrobras will pay with cash for 100%
        of its stake and will assume no debt from CBPI
    (4) EMCA will be 100% owned by Ultrapar
    (5) Represents Ultrapar's stake in the acquired assets

| 38

Economic value of assets | Section 3

Tab C
Fuel distribution - CBPI

| 39

Economic value of underlying assets | Section 3

CBPI distribution – DCF valuation
CBPI: A fuel distributor operating in Brazil, except Rio Grande do Sul, Roraima and Amapa
In addition to the distribution business, CBPI also consolidates AM/PM, IASA, and EMCA totaling R$2.7 billion TEV (refer to page 61)

|  | 2007E |  |  | 2008E |  |  | 2009E |  |  | 2010E |  |  | 2011E |  |  | 2012E |  |  | 2013E |  |  | 2014E |  |  | 2015E |  |  | 2016E |  |  | Perp. |
1. EBIT |  |  | 90 |  |  |  | 106 |  |  |  | 122 |  |  |  | 142 |  |  |  | 164 |  |  |  | 251 |  |  |  | 268 |  |  |  | 298 |  |  |  | 340 |  |  |  | 361 |  |  |  | 379 |
annual growth |  |  | n.a. |  |  |  | 18.3 | % |  |  | 14.7 | % |  |  | 16.5 | % |  |  | 15.7 | % |  |  | 52.6 | % |  |  | 6.9 | % |  |  | 11.0 | % |  |  | 14.1 | % |  |  | 6.3 | % |  |  | 5.1 | %
(-) tax |  |  | (23 | ) |  |  | (27 | ) |  |  | (31 | ) |  |  | (36 | ) |  |  | (42 | ) |  |  | (64 | ) |  |  | (69 | ) |  |  | (76 | ) |  |  | (87 | ) |  |  | (93 | ) |  |  | (97 | )
effective tax rate |  |  | (25.6 | %) |  |  | (25.6 | %) |  |  | (25.6 | %) |  |  | (25.6 | %) |  |  | (25.6 | %) |  |  | (25.6 | %) |  |  | (25.6 | %) |  |  | (25.6 | %) |  |  | (25.6 | %) |  |  | (25.6 | %) |  |  | (25.6 | %)
3. EBIT (-) tax |  |  | 67 |  |  |  | 79 |  |  |  | 91 |  |  |  | 106 |  |  |  | 122 |  |  |  | 187 |  |  |  | 200 |  |  |  | 222 |  |  |  | 253 |  |  |  | 269 |  |  |  | 282 |
(+) Depreciation & Amortization |  |  | 41 |  |  |  | 47 |  |  |  | 52 |  |  |  | 60 |  |  |  | 69 |  |  |  | 78 |  |  |  | 86 |  |  |  | 84 |  |  |  | 73 |  |  |  | 84 |  |  |  | 83 |
(-) Capex, net of reimbursement |  |  | (74 | ) |  |  | (63 | ) |  |  | (91 | ) |  |  | (116 | ) |  |  | (134 | ) |  |  | (98 | ) |  |  | (105 | ) |  |  | (127 | ) |  |  | (144 | ) |  |  | (137 | ) |  |  | (130 | )
(-) Changes in net operating working capital |  |  | (8 | ) |  |  | (46 | ) |  |  | (55 | ) |  |  | (58 | ) |  |  | (61 | ) |  |  | (37 | ) |  |  | (50 | ) |  |  | (51 | ) |  |  | (52 | ) |  |  | (59 | ) |  |  | (61 | )
4. Free cash flow to the Firm |  |  | 27 |  |  |  | 17 |  |  |  | (3 | ) |  |  | (8 | ) |  |  | (4 | ) |  |  | 130 |  |  |  | 131 |  |  |  | 128 |  |  |  | 130 |  |  |  | 156 |  |  |  | 174 |
annual growth |  |  | n.a. |  |  |  | (37.9 | %) |  |  | (120.4 | %) |  |  | 125.6 | % |  |  | (43.1 | %) |  |  | n.a. |  |  |  | 0.4 | % |  |  | (1.8 | %) |  |  | 1.1 | % |  |  | 20.1 | % |  |  | 11.5 | %
Note: Annual free cash flow in US$ millions |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Source: Based on company information, confirmed by Ipiranga management |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

    TEV (R$ million)
    (R$ million) Perpetuity growth(a) (Gordon's growth model)

    (a) Values converted into Reais at 2.14 R$/US$. Net present value and perpetuity
    value calculated in US$

    TEV/ 2007 EBITDA
    (R$ million) Perpetuity growth(a) (Gordon's growth model)

    (a) Values converted into Reais at 2.14 R$/US$. Net present value and perpetuity
    value calculated in US$

| 40

Economic value of underlying assets | Section 3

Assumptions – CBPI distribution
Selected income statement drivers
Gas and alcohol volumes in the Brazilian market were forecasted based on a regression on number of cars in Brazil as a function of GDP per capita, and consumption per car
Diesel volumes in the Brazilian market were projected as a result of a regression on diesel volumes in Brazil on GDP growth
Assumes the weighted average contribution margin of gasoline and ethanol is constant in
real Reais
Brazilian volume of core products(a) and CBPI market share

| 41

Economic value of underlying assets | Section 3

Assumptions – CBPI distribution (continued)
Selected income statement drivers
Revenue increases driven by market share and gross margin per product increases
EBITDA margins in 2008-2011 are affected by selling expenses relating to market share growth, stabilized from 2012-2016

| 42

Economic value of underlying assets | Section 3

Assumptions – CBPI distribution (continued)
Selected income statement drivers
CBPI will increase the number of stations in its network by approximately 3.2% per year as a result of increased volumes of fuel and the increase in market share by 200 basis points
Selling expenses increase in 2007 through 2011 due to CBPI’s strategy to increase market share

| 43

Economic value of underlying assets | Section 3

Assumptions – CBPI distribution (continued)
Selected balance sheet drivers
CAPEX based on number of new stores needed to increase market share as well as for renovating existing stations
Based on property, plant and equipment depreciation schedule
Net operating working capital assumptions are in line with 2006

Change in net operating working capital |
Net operating working capital (R$ million) |  |  |  |  | 2005A |  |  | 2006A |  |  | 2007E |  |  | 2008E |  |  | 2009E |  |  | 2010E |  |  | 2011E |  |  | 2012E |  |  | 2013E |  |  | 2014E |  |  | 2015E |  |  | 2016E |
Net operating working capital |  |  |  | 671 |  |  |  | 872 |  |  |  | 889 |  |  |  | 992 |  |  |  | 1,119 |  |  |  | 1,253 |  |  |  | 1,399 |  |  |  | 1,487 |  |  |  | 1,608 |  |  |  | 1,734 |  |  |  | 1,863 |  |  |  | 2,015 |
(+) current assets |  |  |  | 1,342 |  |  |  | 1,491 |  |  |  | 1,681 |  |  |  | 1,882 |  |  |  | 2,126 |  |  |  | 2,386 |  |  |  | 2,668 |  |  |  | 2,888 |  |  |  | 3,123 |  |  |  | 3,377 |  |  |  | 3,651 |  |  |  | 3,947 |
(-) current liabilities |  |  |  | 671 |  |  |  | 618 |  |  |  | 792 |  |  |  | 890 |  |  |  | 1,007 |  |  |  | 1,133 |  |  |  | 1,270 |  |  |  | 1,401 |  |  |  | 1,515 |  |  |  | 1,644 |  |  |  | 1,788 |  |  |  | 1,931 |
Change in net operating working capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(Increase) / Decrease in net operating working capital |  |  |  |  |  |  |  |  |  |  |  | (17 | ) |  |  | (103 | ) |  |  | (127 | ) |  |  | (135 | ) |  |  | (145 | ) |  |  | (88 | ) |  |  | (122 | ) |  |  | (125 | ) |  |  | (130 | ) |  |  | (152 | )

Source: Based on company information and an external consultant, confirmed by Ipiranga management

| 44

Economic value of assets | Section 3

Tab D
Fuel distribution - DPPI

| 45

Economic value of assets | Section 3

DPPI distribution – DCF Valuation
DPPI: A fuel distributor operating in 2 states in the South of Brazil
Isa-Sul, a wholly owned subsidiary of DPPI, owns 152 gas stations in DPPI’s region. Isa-Sul is valued based on DPPI’s TEV multiple of 2006 EBITDA
Based on 2006 figures, Isa-Sul is valued at R$140 million
DPPI opco including Isa-Sul is valued at R$706 million, or US$330 million

|  | 2007E |  |  | 2008E |  |  | 2009E |  |  | 2010E |  |  | 2011E |  |  | 2012E |  |  | 2013E |  |  | 2014E |  |  | 2015E |  |  | 2016E |  |  | Perp. |
1. EBIT |  |  | 29 |  |  |  | 34 |  |  |  | 35 |  |  |  | 37 |  |  |  | 39 |  |  |  | 41 |  |  |  | 44 |  |  |  | 48 |  |  |  | 55 |  |  |  | 58 |  |  |  | 63 |
annual growth |  |  | n.a. |  |  |  | 14.3 | % |  |  | 4.5 | % |  |  | 6.5 | % |  |  | 4.6 | % |  |  | 5.3 | % |  |  | 5.5 | % |  |  | 11.2 | % |  |  | 13.6 | % |  |  | 4.8 | % |  |  | 9.2 | %
(-) tax |  |  | (7 | ) |  |  | (8 | ) |  |  | (8 | ) |  |  | (9 | ) |  |  | (9 | ) |  |  | (9 | ) |  |  | (10 | ) |  |  | (11 | ) |  |  | (13 | ) |  |  | (13 | ) |  |  | (14 | )
effective tax rate |  |  | (22.8 | %) |  |  | (22.8 | %) |  |  | (22.8 | %) |  |  | (22.8 | %) |  |  | (22.8 | %) |  |  | (22.8 | %) |  |  | (22.8 | %) |  |  | (22.8 | %) |  |  | (22.8 | %) |  |  | (22.8 | %) |  |  | (22.8 | %)
3. EBIT (-) tax |  |  | 23 |  |  |  | 26 |  |  |  | 27 |  |  |  | 29 |  |  |  | 30 |  |  |  | 32 |  |  |  | 34 |  |  |  | 37 |  |  |  | 42 |  |  |  | 44 |  |  |  | 49 |
(+) Depreciation & Amortization |  |  | 8 |  |  |  | 9 |  |  |  | 10 |  |  |  | 10 |  |  |  | 11 |  |  |  | 12 |  |  |  | 13 |  |  |  | 11 |  |  |  | 8 |  |  |  | 9 |  |  |  | 19 |
(-) Capex |  |  | (15 | ) |  |  | (8 | ) |  |  | (6 | ) |  |  | (11 | ) |  |  | (8 | ) |  |  | (13 | ) |  |  | (12 | ) |  |  | (12 | ) |  |  | (12 | ) |  |  | (9 | ) |  |  | (19 | )
(-) Changes in net operating working capital |  |  | (12 | ) |  |  | (13 | ) |  |  | (13 | ) |  |  | (12 | ) |  |  | (10 | ) |  |  | (11 | ) |  |  | (11 | ) |  |  | (12 | ) |  |  | (12 | ) |  |  | (13 | ) |  |  | (14 | )
4. Free cash flow to the Firm |  |  | 5 |  |  |  | 14 |  |  |  | 18 |  |  |  | 17 |  |  |  | 23 |  |  |  | 20 |  |  |  | 23 |  |  |  | 25 |  |  |  | 27 |  |  |  | 31 |  |  |  | 35 |
annual growth |  |  | n.a. |  |  |  | 199.4 | % |  |  | 28.0 | % |  |  | (6.2 | %) |  |  | 38.7 | % |  |  | (12.7 | %) |  |  | 14.0 | % |  |  | 6.4 | % |  |  | 7.7 | % |  |  | 18.4 | % |  |  | 11.1 | %

Note: | Annual free cash flow in US$ millions

Source: | Based on company information, confirmed by Ipiranga management

    TEV (R$ million)
    (R$ million) Perpetuity growth(a) (Gordon's growth model)

    (a) Values converted into Reais at 2.14 R$/US$. Net present value and perpetuity
    value calculated in US$

    TEV/ 2007 EBITDA
    (R$ million) Perpetuity growth(a) (Gordon's growth model)

    (a) Values converted into Reais at 2.14 R$/US$. Net present value and perpetuity
    value calculated in US$

| 46

Economic value of assets | Section 3

Assumptions – DPPI distribution
Selected income statement drivers
Assumptions for the Brazilian fuel market are the same for CBPI and DPPI
Given its strong position in the region, DPPI presents little market share fluctuation

| 47

Economic value of assets | Section 3

Assumptions – DPPI distribution (continued)
Selected income statement drivers
Revenues driven by volumes and contribution margin per product

| 48

Economic value of assets | Section 3

Assumptions – DPPI distribution
Selected balance sheet drivers
CAPEX based on the number of new stores needed to increase market share as well as for renovating existing stations
Based on propery, plant and equipment depreciation schedule
Net operating working capital assumptions are in line with 2006

Change in net operating working capital |
Net operating working capital (R$ million) |  |  | 2005A |  |  | 2006A |  |  | 2007E |  |  | 2008E |  |  | 2009E |  |  | 2010E |  |  | 2011E |  |  | 2012E |  |  | 2013E |  |  | 2014E |  |  | 2015E |  |  | 2016E |
Net operating working capital |  |  |  | 145 |  |  |  | 255 |  |  |  | 280 |  |  |  | 310 |  |  |  | 340 |  |  |  | 368 |  |  |  | 392 |  |  |  | 417 |  |  |  | 445 |  |  |  | 475 |  |  |  | 506 |  |  |  | 539 |
(+) current assets |  |  |  | 232 |  |  |  | 310 |  |  |  | 338 |  |  |  | 375 |  |  |  | 412 |  |  |  | 446 |  |  |  | 474 |  |  |  | 505 |  |  |  | 539 |  |  |  | 575 |  |  |  | 613 |  |  |  | 653 |
(-) current liabilities |  |  |  | 87 |  |  |  | 55 |  |  |  | 59 |  |  |  | 65 |  |  |  | 71 |  |  |  | 77 |  |  |  | 82 |  |  |  | 88 |  |  |  | 93 |  |  |  | 100 |  |  |  | 107 |  |  |  | 114 |
Change in net operating working capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(Increase) / Decrease in net operating working capital |  |  |  |  |  |  |  |  |  |  |  | (25 | ) |  |  | (30 | ) |  |  | (31 | ) |  |  | (28 | ) |  |  | (23 | ) |  |  | (26 | ) |  |  | (28 | ) |  |  | (29 | ) |  |  | (31 | ) |  |  | (33 | )

Source: | Based on company information and an external consultant, confirmed by Ipiranga management |

| 49

Economic value of assets | Section 3

Tab E
Copesul

| 50

Economic value of assets | Section 3

Copesul – DCF valuation
Copesul is a naphtha-based cracker jointly controlled by Ipiranga (29.5%) and Braskem (29.5%)
2006 production consisted of 39% ethylene, 20% propylene, 10% benzene, and 31% other by-products

|  | 2007E |  |  | 2008E |  |  | 2009E |  |  | 2010E |  |  | 2011E |  |  | 2012E |  |  | 2013E |  |  | 2014E |  |  | 2015E |  |  | 2016E |  |  | Perp. |
1. EBIT |  |  | 402 |  |  |  | 294 |  |  |  | 273 |  |  |  | 228 |  |  |  | 231 |  |  |  | 315 |  |  |  | 365 |  |  |  | 454 |  |  |  | 521 |  |  |  | 488 |  |  |  | 374 |
annual growth |  |  | (3.6 | %) |  |  | (26.9 | %) |  |  | (6.9 | %) |  |  | (16.5 | %) |  |  | 1.1 | % |  |  | 36.6 | % |  |  | 15.6 | % |  |  | 24.6 | % |  |  | 14.6 | % |  |  | (6.4 | %) |  |  | 2.0 | %
(-) tax |  |  | (132 | ) |  |  | (96 | ) |  |  | (90 | ) |  |  | (75 | ) |  |  | (76 | ) |  |  | (103 | ) |  |  | (119 | ) |  |  | (149 | ) |  |  | (171 | ) |  |  | (160 | ) |  |  | (122 | )
effective tax rate |  |  | (32.8 | %) |  |  | (32.8 | %) |  |  | (32.8 | %) |  |  | (32.8 | %) |  |  | (32.8 | %) |  |  | (32.8 | %) |  |  | (32.8 | %) |  |  | (32.8 | %) |  |  | (32.8 | %) |  |  | (32.8 | %) |  |  | (32.8 | %)
3. EBIT (-) tax |  |  | 270 |  |  |  | 198 |  |  |  | 184 |  |  |  | 154 |  |  |  | 155 |  |  |  | 212 |  |  |  | 245 |  |  |  | 306 |  |  |  | 350 |  |  |  | 328 |  |  |  | 251 |
(+) Depreciation & Amortization |  |  | 109 |  |  |  | 107 |  |  |  | 105 |  |  |  | 105 |  |  |  | 45 |  |  |  | 8 |  |  |  | 9 |  |  |  | 11 |  |  |  | 12 |  |  |  | 13 |  |  |  | 31 |
(-) Capex |  |  | (26 | ) |  |  | (26 | ) |  |  | (27 | ) |  |  | (27 | ) |  |  | (28 | ) |  |  | (28 | ) |  |  | (29 | ) |  |  | (29 | ) |  |  | (30 | ) |  |  | (30 | ) |  |  | (31 | )
(-) Changes in net operating working capital |  |  | 24 |  |  |  | 41 |  |  |  | 4 |  |  |  | 17 |  |  |  | (5 | ) |  |  | (42 | ) |  |  | (26 | ) |  |  | (45 | ) |  |  | (35 | ) |  |  | 10 |  |  |  | 0 |
4. Free cash flow to the Firm |  |  | 378 |  |  |  | 319 |  |  |  | 266 |  |  |  | 248 |  |  |  | 169 |  |  |  | 150 |  |  |  | 199 |  |  |  | 242 |  |  |  | 297 |  |  |  | 321 |  |  |  | 251 |
annual growth |  |  | n.a. |  |  |  | (15.5 | %) |  |  | (16.6 | %) |  |  | (6.6 | %) |  |  | (32.2 | %) |  |  | (11.2 | %) |  |  | 33.1 | % |  |  | 21.3 | % |  |  | 23.0 | % |  |  | 7.9 | % |  |  | (21.6 | %)

Note: | Annual free cash flow in US$ millions

Source: | Based on company information, confirmed by Ipiranga management

    TEV (R$ million)
    ----------------
    (a) Values converted into Reais at 2.14 R$/US$. Net present
        value and perpetuity value calculated in US$
    Source: Based on company information, confirmed by Ipiranga
    management

    TEV/Normalized EBITDA
    ---------------------
    Note: EBITDA normalized for the industry cycle
    (a) Values converted into Reais at 2.14 R$/US$. Net present
        value and perpetuity value calculated in US$
    Source: Based on company information, confirmed by Ipiranga
    management

| 51

Economic value of assets | Section 3

Assumptions – Copesul
Selected income statement drivers
Volumes remain constant at 2006 levels
Gross margin was driven by ethylene, propylene, and benzene cash spreads based on CMAI data adjusted for Brazil

| 52

Economic value of assets | Section 3

Assumptions – Copesul (continued)
Selected income statement drivers
Revenues projected as a constant spread to gross margin
EBITDA margins reflect the ethylene business cycle, based on CMAI data

| 53

Economic value of assets | Section 3

Assumptions – Copesul (continued)
Selected balance sheet drivers
Maintenance CAPEX projected based on company information confirmed by management
Based on property, plant and equipment depreciation schedule
Net operating working capital assumptions are in line with 2006

Change in net operating working capital |
Net operating working capital (R$ million) |  |  | 2005A |  |  | 2006A |  |  | 2007E |  |  | 2008E |  |  | 2009E |  |  | 2010E |  |  | 2011E |  |  | 2012E |  |  | 2013E |  |  | 2014E |  |  | 2015E |  |  | 2016E |
Net operating working capital |  |  |  | 459 |  |  |  | 557 |  |  |  | 506 |  |  |  | 414 |  |  |  | 406 |  |  |  | 366 |  |  |  | 377 |  |  |  | 478 |  |  |  | 543 |  |  |  | 655 |  |  |  | 744 |  |  |  | 719 |
(+) current assets |  |  |  | 795 |  |  |  | 1,061 |  |  |  | 982 |  |  |  | 795 |  |  |  | 776 |  |  |  | 694 |  |  |  | 714 |  |  |  | 917 |  |  |  | 1,046 |  |  |  | 1,272 |  |  |  | 1,450 |  |  |  | 1,398 |
(-) current liabilities |  |  |  | 336 |  |  |  | 504 |  |  |  | 476 |  |  |  | 380 |  |  |  | 370 |  |  |  | 328 |  |  |  | 337 |  |  |  | 439 |  |  |  | 503 |  |  |  | 617 |  |  |  | 706 |  |  |  | 678 |
Change in net operating working capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(Increase) / Decrease in net operating working capital |  |  |  |  |  |  |  |  |  |  |  | 51 |  |  |  | 92 |  |  |  | 8 |  |  |  | 40 |  |  |  | (11 | ) |  |  | (101 | ) |  |  | (65 | ) |  |  | (112 | ) |  |  | (89 | ) |  |  | 25 |

Source: Based on company information, confirmed by Ipiranga management

| 54

Economic value of assets | Section 3

Tab F
IPQ

| 55

Economic value of assets | Section 3

IPQ - DCF valuation
IPQ is a 2nd generation producer of high-end petrochemicals
In 2006, volume sold reached 638,000 tons

|  |  | 2007E |  |  | 2008E |  |  | 2009E |  |  | 2010E |  |  | 2011E |  |  | 2012E |  |  | 2013E |  |  | 2014E |  |  | 2015E |  |  | 2016E |  |  | Perp. |
1. EBIT |  |  | 87 |  |  | 89 |  |  | 86 |  |  | 73 |  |  | 83 |  |  | 79 |  |  | 86 |  |  | 96 |  |  | 106 |  |  | 104 |  |  | 80 |
annual growth |  |  | n.a. |  |  | 2.2 | % |  | (3.2 | %) |  | (15.9 | %) |  | 14.2 | % |  | (4.7 | %) |  | 8.8 | % |  | 12.2 | % |  | 10.5 | % |  | (2.7 | %) |  | 2.0 | %
(-) tax |  |  | (22 | ) |  | (22 | ) |  | (22 | ) |  | (18 | ) |  | (21 | ) |  | (20 | ) |  | (21 | ) |  | (24 | ) |  | (27 | ) |  | (26 | ) |  | (20 | )
effective tax rate |  |  | (25.0 | %) |  | (25.0 | %) |  | (25.0 | %) |  | (25.0 | %) |  | (25.0 | %) |  | (25.0 | %) |  | (25.0 | %) |  | (25.0 | %) |  | (25.0 | %) |  | (25.0 | %) |  | (25.0 | %)
3. EBIT (-) tax |  |  | 65 |  |  | 67 |  |  | 65 |  |  | 54 |  |  | 62 |  |  | 59 |  |  | 64 |  |  | 72 |  |  | 80 |  |  | 78 |  |  | 60 |
(+) Depreciation & Amortization |  |  | 15 |  |  | 15 |  |  | 15 |  |  | 15 |  |  | 15 |  |  | 16 |  |  | 16 |  |  | 16 |  |  | 16 |  |  | 16 |  |  | 17 |
(-) Capex |  |  | (5 | ) |  | (5 | ) |  | (5 | ) |  | (6 | ) |  | (6 | ) |  | (6 | ) |  | (6 | ) |  | (6 | ) |  | (6 | ) |  | (6 | ) |  | (17 | )
(-) Changes in net operating working capital |  |  | 15 |  |  | (0 | ) |  | 0 |  |  | (1 | ) |  | 1 |  |  | (1 | ) |  | (1 | ) |  | (1 | ) |  | 1 |  |  | (1 | ) |  | 0 |
4. Free cash flow to the Firm |  |  | 90 |  |  | 77 |  |  | 75 |  |  | 63 |  |  | 73 |  |  | 68 |  |  | 74 |  |  | 82 |  |  | 91 |  |  | 87 |  |  | 60 |
annual growth |  |  | n.a. |  |  | (15.2 | %) |  | (2.3 | %) |  | (15.5 | %) |  | 14.9 | % |  | (6.4 | %) |  | 8.6 | % |  | 10.5 | % |  | 11.1 | % |  | (3.9 | %) |  | (31.5 | %)

Note: Annual free cash flow in US$ millions
Source: Based on company information, confirmed by Ipiranga management

    TEV (R$ million)
    (R$ million) Perpetuity growth(a) (Gordon's growth model)

    (a) Values converted into Reais at 2.14 R$/US$. Net present value and perpetuity
    value calculated in US$

    TEV/ Average EBITDA
    (R$ million) Perpetuity growth(a) (Gordon's growth model)

    (a) Values converted into Reais at 2.14 R$/US$. Net present value and perpetuity
    value calculated in US$

| 56

Economic value of assets | Section 3

Assumptions - IPQ
Selected income statement drivers
Volumes remain flat at 600 thousand tons based on company information confirmed by management
Gross margin is based on cash spreads of Polyethylene and Polypropylene based on adjusted CMAI forecasts

| 57

Economic value of assets | Section 3

Assumptions - IPQ (continued)
Selected balance sheet drivers
CMAI price forecasts for Polyethylene and Polypropylene in US Dollars

| 58

Economic value of assets | Section 3

Assumptions - IPQ (continued)
Selected balance sheet drivers
Maintenance CAPEX projected based on company information, confirmed by management
Based on property, plant and equipment depreciation schedule
Net operating working capital assumptions are in line with 2006

Change in net operating working capital
Net operating working capital (R$ million) |  |  | 2005A |  |  | 2006A |  |  | 2007E |  |  | 2008E |  |  | 2009E |  |  | 2010E |  |  | 2011E |  |  | 2012E |  |  | 2013E |  |  | 2014E |  |  | 2015E |  |  | 2016E |
Net operating working capital |  |  | (36 | ) |  | 68 |  |  | 36 |  |  | 36 |  |  | 36 |  |  | 38 |  |  | 37 |  |  | 40 |  |  | 41 |  |  | 43 |  |  | 41 |  |  | 43 |
(+) current assets |  |  | 409 |  |  | 619 |  |  | 517 |  |  | 522 |  |  | 474 |  |  | 438 |  |  | 437 |  |  | 462 |  |  | 509 |  |  | 588 |  |  | 570 |  |  | 564 |
(-) current liabilities |  |  | 445 |  |  | 551 |  |  | 481 |  |  | 486 |  |  | 439 |  |  | 400 |  |  | 400 |  |  | 422 |  |  | 468 |  |  | 545 |  |  | 529 |  |  | 522 |
Change in net operating working capital |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
(Increase) / Decrease in net operating working capital |  |  |  |  |  |  |  |  | 32 |  |  | (0 | ) |  | 1 |  |  | (3 | ) |  | 1 |  |  | (3 | ) |  | (1 | ) |  | (2 | ) |  | 2 |  |  | (2 | )
Source: Based on company information, confirmed by Ipiranga management |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

| 59

Economic value of assets | Section 3

Tab G
Valuation of other assets based on multiples

| 60

Economic value of underlying assets | Section 3

Valuation summary - Other

|  |  |  |  |  | TEV/’06
Company |  | Description |  | TEV (R$mm) |  | EBITDA
| n | The business has operated on a break even basis (sometimes given |  |  |  |
Refinaria de Petróleo Ipiranga |  | special tax incentives by the State) |  | 9 |  | 6.5x
(RIPI) |  |  |  |  |  |
| n | Valuation based on comparable trading companies |  |  |  |
| n | A chemical products distributor with over 5,000 clients in 50 different |  |  |  |
Ipiranga Química S.A. (IQ) |  | markets |  | 176 |  | 8.6x
| n | Valuation based on precedent transactions |  |  |  |
| n | A producer of specialty petrochemicals; consolidated by CBPI SA |  |  |  |
Empresa Carioca de Produtos | n | Valuation based on comparable trading companies |  | 18 |  | 6.3x
Químicos S.A. (EMCA) |  |  |  |  |  |
| n | Comparable sample includes both specialty and commodity |  |  |  |
|  | petrochemical trading companies |  |  |  |
| n | A producer of asphalt and pavement surface products |  |  |  |
Ipiranga Asfaltos (IASA) |  |  |  | 89 |  | 6.8x
| n | Valuation based on precedent transactions |  |  |  |
| n | A retail convenience store chain attached to DPPI and CBPI gas stations, |  |  |  |
AM/PM Comestíveis |  | consolidated by CBPI |  | 236 |  | 7.5x
| n | Valuation based on comparable trading companies |  |  |  |
| n | A subsidiary that owns 152 and operates 15 of the gas stations in DPPI’s |  |  |  |
Isa-sul Administração e Part. Ltda. |  | region |  | 140 |  | 8.8x
| n | Valuation based on the same implied multiple as DPPI |  |  |  |

Note: All valuation based on the median of the sample unless otherwise noted Calculation in US Dollars translated to Reais at 2.14 R$/US$
Source: Company information and Wall Street Research

| 61

Final considerations | Section 4

Section 4
Final considerations

| 62

Final considerations | Section 4

Share price range
Share price range based on the economic value (R$ per share)

|  | -5% |  | Mid-range |  | +5%
CBPI |  | 26.97 |  | 28.39 |  | 29.81
DPPI |  | 41.11 |  | 43.28 |  | 45.44
RIPI |  | 51.63 |  | 54.35 |  | 57.06
Ultrapar |  | 64.48 |  | 67.87 |  | 71.26

Note: 10% range in compliance with the CVM Resolution #361/02.

| 63

Glossary | Section 5

Section 5
Glossary

| 64

Glossary | Section 5

Terms used in the report

■ | Beta: beta against the S&P500, a measure of systemic risk
■ | Capital Asset Pricing Model (CAPM): methodology used to define the cost of equity
■ | Capex: Capital Expenditures
■ | Cost of Equity (Ke): return required by the equity holder
■ | Cost of debt(Kd): cost of third party financing
■ | CVM: Comissão de Valores Mobiliários
■ | D&A: depreciation and amortization
■ | Net debt: Cash and cash equivalents, net position in derivatives, export notes, short and long-term bank loans, receivable and payable dividends, short and long-term receivables and payables related to debentures, short and long-term pension funds deficits, provisions, and other receivables and payables to related parties, including subscription bonus (“bonus de subscricão”)
■ | Drivers: value drivers or key drivers
■ | EBIT: Earnings Before Interests and Taxes
■ | EBITDA: Earnings Before Interest, Taxes, Depreciation and Amortization
■ | EV or TEV: Enterprise value
■ | Equity value: TEV minus net debt
■ | Dollar: American Dollar
■ | DCF: Discounted cash flow
■ | FCFF: Free Cash Flow to Firm

■ | Operating cash flow: relates to cash inflows and outflows solely related to the operations
■ | JCP: interest on capital (“Juros sobre Capital Próprio”)
■ | LTM: Last twelve months
■ | IPCA: consumer price index
■ | NOPLAT: Net Operating Profit Less Adjusted Taxes
■ | ON: “Ação Ordinária” ordinary or voting share
■ | PN: “Ação Preferencial” preferred or non-voting share
■ | ERP: equity risk premium is the expected premium for investing in stocks
■ | CRP: country risk premium is the expected premium for investing in a certain specific country
■ | Spread: price or yield differential
■ | “Tag-along”: (minority) shareholders right to join a transaction in which another shareholder (usually controlling shareholder) is selling their stake. In Brazil, the legislation specifies that voting shareholders of public entities have the right to receive a minimum offer of 80% the price to be paid for control (the 80% tag-along right)
■ | Risk free rate:US Treasury
■ | TJLP: “Taxa de Juros de Longo Prazo”, Brazilian long term interest rate
■ | Terminal value:: value of the company at the end of the projection
■ | NPV: net present value
■ | VPL: vValor pPresente lLíquido
■ | WACC: Weighted Average Cost of Capital

| 65

Share price evolution | Appendix I

Appendix I
Share price evolution

| 66

Share price evolution | Appendix I

Weighted average share prices - LTM to announcement
Ultrapar (Share price in R$, Volume in ‘000’s)

Month |  | PN Price |  | Volume
March-06(a) |  | 38.27 |  | 676
April-06 |  | 36.41 |  | 990
May-06 |  | 36.99 |  | 1,078
June-06 |  | 34.49 |  | 1,511
July-06 |  | 33.88 |  | 1,159
August-06 |  | 35.51 |  | 1,503
September-06 |  | 38.48 |  | 905
October-06 |  | 40.40 |  | 1,296
November-06 |  | 47.58 |  | 1,702
December-06 |  | 47.75 |  | 1,088
January-07 |  | 51.07 |  | 1,938
February-07 |  | 53.02 |  | 2,530
March-07(b) |  | 50.78 |  | 733
WA share price |  | R$43.1 |  |

Notes: (a) March 17, 2006, to March 31, 2006 (15 days)
(b) March 1, 2007, to March16, 2007 (16 days)
Source: FactSet
CBPI (Share price in R$, Volume in ‘000’s)

Month |  | PN Price |  | Volume |  | ON Price |  | Volume
March-06(a) |  | 15.65 |  | 3,401 |  | 20.00 |  | 6
April-06 |  | 17.94 |  | 6,389 |  | 20.75 |  | 16
May-06 |  | 17.84 |  | 5,933 |  | 21.83 |  | 3
June-06 |  | 17.48 |  | 5,717 |  | 20.63 |  | 7
July-06 |  | 17.02 |  | 5,001 |  | 21.83 |  | 4
August-06 |  | 17.30 |  | 6,600 |  | 24.12 |  | 0
September-06 |  | 17.28 |  | 4,821 |  | 21.11 |  | 3
October-06 |  | 18.78 |  | 4,459 |  | 21.29 |  | 24
November-06 |  | 18.56 |  | 4,189 |  | 21.67 |  | 17
December-06 |  | 18.96 |  | 4,221 |  | 21.93 |  | 23
January-07 |  | 19.18 |  | 4,891 |  | 22.22 |  | 12
February-07 |  | 22.28 |  | 3,579 |  | 26.04 |  | 7
March-07(b) |  | 22.36 |  | 3,322 |  | 27.87 |  | 1
WA share price |  | R$18.3 |  |  |  | R$21.7 |  |

Notes: (a) March 17, 2006, to March 31, 2006 (15 days)
(b) March 1, 2007, to March 16, 2007 (16 days)
Source: FactSet
RIPI (Share price in R$, Volume in ‘000’s)

Month |  | PN Price |  | Volume |  | ON Price |  | Volume
March-06(a) |  | 23.61 |  | 84 |  | 39.05 |  | 83
April-06 |  | 24.96 |  | 665 |  | 35.83 |  | 123
May-06 |  | 28.95 |  | 1,134 |  | 36.52 |  | 266
June-06 |  | 30.59 |  | 425 |  | 36.99 |  | 144
July-06 |  | 30.10 |  | 323 |  | 36.21 |  | 72
August-06 |  | 31.22 |  | 497 |  | 37.35 |  | 166
September-06 |  | 33.17 |  | 415 |  | 38.45 |  | 56
October-06 |  | 35.80 |  | 437 |  | 39.69 |  | 95
November-06 |  | 37.01 |  | 353 |  | 41.51 |  | 139
December-06 |  | 37.36 |  | 289 |  | 42.56 |  | 93
January-07 |  | 37.44 |  | 568 |  | 43.72 |  | 95
February-07 |  | 40.63 |  | 371 |  | 50.00 |  | 141
March-07(b) |  | 42.54 |  | 292 |  | 70.48 |  | 370
WA share price |  | R$32.7 |  |  |  | R$45.8 |  |

Notes: (a) March 17, 2006, to March 31, 2006 (15 days)
(b) March 1, 2007, to March 16, 2007 (16 days)
Source: FactSet
DPPI (Share price in R$, Volume in ‘000’s)

Month |  | PN Price |  | Volume |  | ON Price |  | Volume
March-06(a) |  | 23.03 |  | 38 |  | 39.00 |  | 2
April-06 |  | 24.01 |  | 251 |  | 42.47 |  | 2
May-06 |  | 25.12 |  | 185 |  | 38.05 |  | 2
June-06 |  | 24.02 |  | 398 |  | 42.92 |  | 1
July-06 |  | 24.09 |  | 113 |  | 35.74 |  | 2
August-06 |  | 23.20 |  | 261 |  | 32.25 |  | 2
September-06 |  | 23.09 |  | 115 |  | 36.54 |  | 0
October-06 |  | 23.08 |  | 318 |  | 30.20 |  | 2
November-06 |  | 23.71 |  | 460 |  | 27.71 |  | 1
December-06 |  | 25.54 |  | 316 |  | 28.69 |  | 2
January-07 |  | 27.98 |  | 239 |  | 30.00 |  | 1
February-07 |  | 32.70 |  | 138 |  | 35.00 |  | 0
March-07(b) |  | 33.08 |  | 87 |  | 55.96 |  | 8
WA share price |  | R$25.0 |  |  |  | R$41.7 |  |

Notes: (a) March 17, 2006, to March 31, 2006 (15 days)
(b) March 1, 2007, to March 16, 2007 (16 days)
Source: FactSet

| 67

Share price evolution | Appendix I

Ultrapar

    LTM ending 3/16/2007
    --------------------
              ON - R$   PN - R$
              -------   -------
    Max         N.A      56.95
    W.A.        N.A      43.08
    Min         N.A      31.77
    -----------------------------
    Note: R$ per share
    Source: Factset

    3/16/2007 to 4/2/2007
    ---------------------
              ON - R$   PN - R$
              -------   -------
    Max         N.A      63.75
    W.A.        N.A      56.10
    Min         N.A      49.29
    -----------------------------
    Note: R$ per share
    Source: Factset

| 68

Share price evolution | Appendix I

RIPI

    LTM ending 3/16/2007
    --------------------
              ON - R$   PN - R$
              -------   -------
    Max         80.15    45.70
    W.A.        45.81    32.75
    Min         34.00    22.55
    -----------------------------
    Note: R$ per share
    Source: Factset

    3/16/2007 to 4/2/2007
    ---------------------
              ON - R$   PN - R$
              -------   -------
    Max         97.68    47.50
    W.A.        91.57    44.85
    Min         80.15    41.51
    -----------------------------
    Note: R$ per share
    Source: Factset

| 69

Share price evolution | Appendix I

CBPI

    LTM ending 3/16/2007
    --------------------
              ON - R$   PN - R$
              -------   -------
    Max         30.80    23.88
    W.A.        21.72    18.32
    Min         20.00    14.58
    -----------------------------
    Note: R$ per share
    Source: Factset

    3/16/2007 to 4/2/2007
    ---------------------
              ON - R$   PN - R$
              -------   -------
    Max         53.50    25.30
    W.A.        52.55    23.28
    Min         30.80    22.10
    -----------------------------
    Note: R$ per share
    Source: Factset

| 70

Share price evolution | Appendix I

DPPI

    LTM ending 3/16/2007
    --------------------
              ON - R$   PN - R$
              -------   -------
    Max         60.00    34.99
    W.A.        41.69    24.99
    Min         27.50    22.00
    -----------------------------
    Note: R$ per share
    Source: Factset

    3/16/2007 to 4/2/2007
    ---------------------
              ON - R$   PN - R$
              -------   -------
    Max         102.02   38.98
    W.A.         96.53   34.69
    Min          60.00   33.00
    -----------------------------
    Note: R$ per share
    Source: Factset

| 71

Comparable multiples | Appendix II

Appendix II
Comparable multiples

| 72

Comparable multiples | Appendix II

Selected comparable multiples - Petrochemicals

Comparable public company analysis - commodities
|  | 3/14/2007 |  | Market |  |  |  | TEV / EBITDA |  | TEV / Sales
Company name |  | Share price |  | Cap. |  | TEV |  | 2006A |  | 2007E |  | 2006A |  | 2007E
Nova |  | $29.70 |  | $2,477 |  | $4,208 |  | 6.2x |  | 5.2x |  | 0.6x |  | 0.7x
BASF |  | $100.83 |  | 50,506 |  | 65,198 |  | 4.9x |  | 4.9x |  | 0.9x |  | 0.9x
Westlake |  | $27.32 |  | 1,784 |  | 1,992 |  | 4.9x |  | 5.1x |  | 0.8x |  | 0.7x
Dow |  | $43.38 |  | 41,949 |  | 49,950 |  | 6.4x |  | 6.4x |  | 1.0x |  | 1.0x
Lyondell PF(pigments sale) |  | $30.40 |  | 7,664 |  | 14,714 |  | 4.7x |  | 4.9x |  | 0.6x |  | 0.6x
Braskem |  | $6.46 |  | 2,332 |  | 4,484 |  | 5.7x |  | 5.6x |  | 0.8x |  | 0.9x
Suzano Petroquimica |  | $2.16 |  | 488 |  | 1,220 |  | n.a. |  | 6.4x |  | 1.1x |  | 0.9x
Petroquimica União |  | $4.94 |  | 518 |  | 716 |  | 5.2x |  | 6.6x |  | 0.5x |  | 0.5x
|  |  |  |  |  | Mean |  | 5.5x |  | 5.6x |  | 0.8x |  | 0.8x
|  |  |  |  |  | Median |  | 5.2x |  | 5.4x |  | 0.8x |  | 0.8x
|  |  |  |  |  | Max |  | 6.4x |  | 6.6x |  | 1.1x |  | 1.0x
|  |  |  |  |  | Min |  | 4.7x |  | 4.9x |  | 0.5x |  | 0.5x

Notes: All figures in US$ million unless otherwise noted.
Source: Companies information, FactSet and Bloomberg.

Comparable public company analysis - specialties
|  | 3/14/2007 |  | Market |  |  |  | TEV / EBITDA |  | TEV / Sales
Company name |  | Share price |  | Cap. |  | TEV |  | 2006A |  | 2007E |  | 2006A |  | 2007E
Clariant |  | $16.05 |  | 3,637 |  | 4,973 |  | 6.9x |  | 6.8x |  | 0.7x |  | 0.7x
Rhodia |  | $3.50 |  | 4,220 |  | 6,794 |  | 7.1x |  | 6.7x |  | 1.1x |  | 1.0x
Lubrizol |  | $51.10 |  | 3,601 |  | 4,665 |  | 8.2x |  | 7.7x |  | 1.2x |  | 1.1x
Huntsman |  | $18.94 |  | 4,433 |  | 7,432 |  | 7.7x |  | 6.4x |  | 0.8x |  | 0.8x
Celanese |  | $30.40 |  | 5,288 |  | 7,619 |  | 6.6x |  | 6.8x |  | 1.3x |  | 1.2x
|  |  |  |  |  | Mean |  | 7.3x |  | 6.9x |  | 1.0x |  | 1.0x
|  |  |  |  |  | Median |  | 7.1x |  | 6.8x |  | 1.1x |  | 1.0x
|  |  |  |  |  | Max |  | 8.2x |  | 7.7x |  | 1.3x |  | 1.2x
|  |  |  |  |  | Min |  | 6.6x |  | 6.4x |  | 0.7x |  | 0.7x

Notes: All figures in US$ million unless otherwise noted. Sample based on surfactant chemical companies - specialty.
Source: Companies information, FactSet and Bloomberg.

| 73

Comparable multiples | Appendix II

Selected comparable multiples - Chemical distributors & Retail Brazil

Precedent transaction analysis - Chemical distributors

|  |  |  |  |  | TEV/LTM |  | LTM Metric
Target - Buyer |  | Date |  | TEV |  | EBITDA |  | EBITDA
ChemCentral - Univar |  | Mar-07 |  | $650 |  | 9.3x |  | $70
INT Muellor Chemical - NIB Capital |  | Jun-01 |  | 228 |  | 8.8x |  | 26
HCI - Brenntag |  | Nov-00 |  | 306 |  | 8.5x |  | 36
Ellis & Everard - Vopak Distribution |  | Jan-01 |  | 480 |  | 6.1x |  | 79
|  |  |  | Mean |  | 8.2x |  |
|  |  |  | Median |  | 8.6x |  |
|  |  |  | Max |  | 9.3x |  |
|  |  |  | Min |  | 6.1x |  |

Notes: All figures in US$ million unless otherwise noted.
Source: Companies information, FactSet and Bloomberg.

Comparable public company analysis - Retail Brazil

|  |  |  | Market |  |  |  | TEV / EBITDA
Company name |  |  |  | Cap. |  | TEV |  | 2006A |  | 2007E
Pao de Acucar - CBD |  |  |  | $4,042 |  | $4,687 |  | 7.5x |  | 5.8x

Notes: All figures in US$ million unless otherwise noted.
Source: Companies information, FactSet and Bloomberg.

| 74

Comparable multiples | Appendix II

Selected comparable multiples - Refiners and Asphalt producers

Comparable public company analysis - Refiners

|  | Share price |  | Market |  |  |  | TEV / EBITDA |  |  |  | Price to earnings
Company |  | 3/23/2007 |  | Cap |  | TEV |  | 2006A |  | 2007E |  | 2008E |  | 2006A |  | 2007E |  | 2008E
Alon USA |  | $36.30 |  | $1,699 |  | $2,175 |  | 8.7x |  | 6.6x |  | 8.4x |  | 14.4x |  | 10.6x |  | 13.4x
Delek US Holdings |  | 18.77 |  | 973 |  | 1,158 |  | 6.5 |  | 6.4 |  | 6.3 |  | 9.7 |  | 10.4 |  | 11.1
Frontier Oil |  | 33.08 |  | 3,628 |  | 3,372 |  | 5.5 |  | 6.3 |  | 6.3 |  | 9.8 |  | 11.9 |  | 12.9
|  |  |  |  |  | Average |  | 6.9 |  | 6.5 |  | 7.0 |  | 11.3 |  | 11.0 |  | 12.5
|  |  |  |  |  | Median |  | 6.5 |  | 6.4 |  | 6.3 |  | 9.8 |  | 10.6 |  | 12.9
|  |  |  |  |  | Max |  | 8.7 |  | 6.6 |  | 8.4 |  | 14.4 |  | 11.9 |  | 13.4
|  |  |  |  |  | Min |  | 5.5 |  | 6.3 |  | 6.3 |  | 9.7 |  | 10.4 |  | 11.1

Notes: All figures in US$ million unless otherwise noted.
Market Cap. includes options and in-the-money convertibles.
Source: Companies information, FactSet and Bloomberg.

Precedent transaction analysis - Asphalt producers

|  |  |  |  |  | TEV / |  | TEV /
Target / Buyer |  | Date |  | TEV |  | LTM EBITDA |  | LTM Sales
Frehner Construction / Aggregate Industries |  | 5/11/2004 |  | 95.8 |  | NA |  | 0.6x
Better Materials Corp. / Hanson Building Materials |  | 7/18/2003 |  | 155 |  | 7.3x |  | 1.3x
S.E. Johnson / CRH plc |  | 5/16/2003 |  | 177 |  | 6.3x |  | 0.7x
Kiew it Materials / CSR |  | 10/2/2002 |  | 648 |  | 8.8x |  | 1.3x
Mount Hope Rock Products / CRH plc |  | 4/30/2001 |  | 138 |  | 7.3x |  | 1.3x
Northern Ohio Paving and Dolomite Group / CRH plc |  | 6/21/2000 |  | 172 |  | 5.9x |  | 1.3x
The Shelly Company / CRH plc |  | 2/24/2000 |  | 362 |  | 5.7x |  | 1.1x
Thompson-McCully / CRH plc |  | 7/12/1999 |  | 422 |  | 8.0x |  | 1.7x
Dell Contractors and Millington Quarry / CRH plc |  | 7/5/1999 |  | 146 |  | 5.6x |  | 1.0x
MA Segale - Icon Materials / CRH plc |  | 5/1/1998 |  | 60 |  | NA |  | 1.2x
|  |  |  | Mean |  | 6.9x |  | 1.1x
|  |  |  | Median |  | 6.8x |  | 1.2x
|  |  |  | Max |  | 8.8x |  | 1.7x
|  |  |  | Min |  | 5.6x |  | 0.6x

Notes: All figures in US$ million unless otherwise noted.
CRH plc was previously known as Oldcastle Materials
Source: Companies information, FactSet and Bloomberg.

| 75

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| ULTRAPAR HOLDINGS INC.
Date: April 13, 2007 |  |
| By: | /s/ André Covre
| Name: | André Covre
| Title: | Chief Financial and Investor Relations Officer

(Valuation Report, April 4, 2007)