EX-99.3 14 dex993.htm VALUATION REPORT BY BANCO DE INVESTIMENTO CREDIT SUISSE (BRASIL) S.A.

Valuation Report by Banco de Investimento Credit Suisse (Brasil) S.A.

Valuation Report

Ultrapar Participações S.A., Refinaria de

Petróleo Ipiranga S.A., Distribuidora de

Produtos de Petróleo Ipiranga S.A. and

Companhia Brasileira de Petróleo Ipiranga

CONFIDENTIAL

November 8, 2007

Exhibit 99.3

1

CONFIDENTIAL

1.

Executive Summary

2

2.

Information on the Appraiser

11

3.

Description of the Companies

16

4.

General Grounds of Valuation

25

5.

Valuation Summary

27

6.

Final Considerations

90

Appendix

I.

Comparable Public Company Analysis

II.

Comparable Precedent Transaction Analysis

III.

Share Price Evolution on the BVSP

IV.

Weighted Average Cost of Capital (WACC)

V.

Net Debt

VI.

Overview of the Industries of the Analyzed Companies

VII.

Description of the Valuation Methodology

VIII.

Glossary

Index

CONFIDENTIAL

2

1. Executive Summary

3

CONFIDENTIAL

The

following

information

is

important

and

should

be

read

carefully

in

its

entirety:

1.

This

Valuation

Report

was

prepared

solely

for

the

Board

of

Directors

of

Grupo

Ipiranga

and

its

shareholders

in

connection

with

the

proposed

Transaction

and

should

not

be

used

for

any

other

purpose.

This

Valuation

Report

may

not

be

used

by

any

third

party

and

may

not

be

used

for

any

other

purpose

without

the

prior

written

consent

of

CS.

This

Valuation

Report,

including

its

analysis

and

conclusions,

does

not

constitute

a

recommendation

to

any

shareholder

or

member

of

the

Board

of

Directors

of

Grupo

Ipiranga

or

of

Ultrapar

on

how

to

vote

or

act

on

any

matter

related

to

the

Transaction.

The

base

date

used

in

this

Valuation

Report

is

September

30,

2007.

2.

In

order

to

reach

the

conclusions

presented

in

this

Valuation

Report,

we:

(i)

reviewed

(a)

the

consolidated

financial

statements

of

Grupo

Ipiranga,

audited

by

PriceWaterhouseCoopers

for

the

years

ended

December

31,

2004,

2005

and

2006

and

the

interim

financial

statements

of

Grupo

Ipiranga

audited

by

KPMG

Auditores

Independentes

(“KPMG”)

for

the

nine-month

period

ended

September

30,

2007,

and

(b)

the

consolidated

financial

statements

of

Ultrapar

for

the

years

ended

December

31,

2004,

2005

and

2006

audited

by

Deloitte

Touche

Tohmatsu

and

the

consolidated

interim

financial

statements

of

Ultrapar

audited

by

KPMG

for

the

nine-month

period

ended

September

30,

2007;

(ii)

reviewed

other

information

provided

by

each

one

of

the

Companies,

including

financial

and

operating

projections

for

the

next

4

years

provided

by

Grupo

Ipiranga

and

Ultrapar;

(iii)

held

discussions

with

the

management

of

Grupo

Ipiranga

and

Ultrapar

about

the

business

and

perspectives

of

the

Companies;

and

(iv)

took

into

consideration

other

relevant

information,

financial

studies

and

analysis,

and

financial,

economic

and

market

research

and

criteria

(items

(i)

through

(iv)

collectively,

the

“Information”).

3.

Within

the

scope

of

our

review,

we

do

not

take

any

responsibility

for

any

independent

investigation

of

any

of

the

above-mentioned

Information

and

believe

that

the

Information

is

complete

and

precise

in

all

of

its

relevant

aspects.

In

addition,

we

were

not

asked

to

assume

and

did

not

assume

the

independent

verification

of

any

such

Information,

or

the

independent

verification

or

valuation

of

any

asset

or

liability

(whether

contingent

or

not)

of

any

of

the

Companies,

nor

did

we

receive

any

valuation

of

this

nature

and

we

did

not

appraise

the

solvency

or

fair

value

of

the

Companies

for

purposes

of

Brazilian

laws

related

to

bankruptcy,

insolvency

or

similar

matters.

Introduction

Banco

de

Investimentos

Credit

Suisse

(Brasil)

S.A.

(“CS”)

was

retained

by

Companhia

Brasileira

de

Petróleo

Ipiranga

(“CBPI”),

Refinaria

de

Petróleo

Ipiranga

S.A.

(“RIPI”)

and

Distribuidora

de

Produtos

de

Petróleo

Ipiranga

S.A.

(“DPPI”,

and

together

with

CBPI

and

RIPI,

collectively

“Ipiranga”

or

“Grupo

Ipiranga”)

to

prepare

a

financial

Valuation

Report

(“Valuation

Report”)

on

the

value

of

the

shares

of

Grupo

Ipiranga

and

Ultrapar

Participações

S.A.

(“Ultrapar,”

and

together

with

Ipiranga,

collectively

the

“Companies”),

which

Valuation

Report

will

be

used

in

connection

with

the

exchange

of

the

Grupo

Ipiranga

shares

for

Ultrapar

shares

(“Transaction”)

in

accordance

with

Articles

254-A

and

137

of

Brazilian

Law

No.

6,404/64

(“Brazilian

Corporation

Law”)

and

CVM

Instruction

No.

319/99.

This

valuation

report

is

a

free

translation

of

the

original

valuation

report

prepared

in

the

Portuguese

language

and

filed

with

the

Brazilian

Securities

Commission

(Comissão

de

Valores

Mobiliários).

To

the

extent

that

any

inconsistencies

between

this

free

translation

and

the

original

valuation

report

in

Portuguese

exist,

the

original

valuation

report

will

be

deemed

to

control

in

all

respects.

4

CONFIDENTIAL

Introduction (Cont.)

4.

No

declaration

or

guarantee,

express

or

implied,

has

been

given

by

CS

with

respect

to

the

truth

and

completeness

of

the

information

contained

herein

and

upon

which

this

Valuation

Report

was

based.

Nothing

in

this

Valuation

Report

shall

be

interpreted

or

understood

as

being

a

representation

regarding

the

present,

past

or

future.

5.

We

do

not

provide,

nor

shall

we

provide,

expressly

or

implicitly,

any

representation

or

declaration

related

to

any

information

(including

financial

and

operating

projections

of

any

of

the

Companies,

or

assumptions

or

estimates

upon

which

such

projections

were

based)

used

in

this

Valuation

Report.

In

addition,

we

do

not

undertake

any

obligation

to

conduct,

and

we

did

not

conduct,

any

physical

inspection

of

the

properties

or

installations

of

the

Companies.

We

are

not

an

accounting

firm,

and

we

do

not

provide

accounting

or

auditing

services

in

connection

with

this

Valuation

Report.

We

are

not

a

law

firm,

and

we

do

not

provide

legal

or

tax

services

in

connection

with

this

Valuation

Report.

6.

The

operating

and

financial

projections

of

Grupo

Ipiranga

and

Ultrapar

were

based

on

information

obtained

from

Grupo

Ipiranga

and

Ultrapar

and

other

public

information,

and

we

assumed

that

such

projections

reflect

the

best

estimates

currently

available

in

connection

with

the

future

financial

performance

of

the

Companies,

which

were

appraised

on

a

stand-alone

basis.

7.

The

management

of

the

Companies

has

declared

to

us

that

the

operating

and

financial

projections

of

the

Companies

have

been

reasonably

prepared

on

bases

reflecting

the

best

currently

available

estimates

and

judgments

of

the

management

in

connection

with

the

future

financial

performance

of

the

Companies.

In

the

event

that

this

premise

is

not

valid,

the

results

presented

herein

may

change

substantially.

8.

The

Companies

have

delivered

projections

related

to

market

demand

and

growth.

We

assume

that

such

projections

were

prepared

reasonably

on

the

basis

of

the

best

currently

available

estimates.

9.

This

Valuation

Report

is

not

and

should

not

be

construed

as:

(i)

a

fairness

opinion

on

the

Transaction;

(ii)

a

recommendation

in

respect

of

any

aspect

of

the

Transaction;

or

(iii)

a

fairness

opinion

or

a

determination

on

the

fair

and/or

accurate

value

of

the

shares

of

the

Companies.

10.

In

cases

where

our

analysis

has

been

prepared

based

on

the

discounted

cash

flow

methodology,

we

assumed

a

macro-economic

scenario

based

on

projections

by

the

Central

Bank

of

Brazil,

which

projections

may

differ

substantially

from

future

results.

Due

to

the

fact

that

the

analysis

and

the

values

are

based

on

forecasts

of

future

results,

they

do

not

necessarily

indicate

actual

and

future

financial

results

of

the

Companies,

which

may

be

significantly

more

or

less

favorable

than

those

suggested

by

our

analysis.

Due

to

the

fact

that

this

analysis

is

intrinsically

subject

to

uncertainties,

based

on

several

events

and

factors

that

are

outside

of

our

control

and

the

control

of

the

Companies,

we

are

not

responsible

in

any

way

if

the

future

results

of

any

of

the

Companies

differ

substantially

from

the

results

presented

in

this

Valuation

Report.

There

is

no

guarantee

that

the

future

results

of

the

Companies

will

correspond

to

the

financial

projections

used

as

a

basis

for

our

analysis,

and

that

the

differences

between

our

projections

and

the

financial

results

of

the

Companies

may

not

be

relevant.

Future

results

of

the

Companies

may

also

be

affected

by

economic

and

market

conditions.

5

CONFIDENTIAL

Introduction (Cont.)

11.

The

preparation

of

a

financial

analysis

is

a

complex

procedure

that

involves

selecting

the

most

appropriate

and

relevant

methodology

and 

applying

that

methodology.

To

reach

the

conclusions

presented

in

this

Valuation

Report,

we

conducted

a

qualitative

analysis

and

reached

a

final

conclusion

based

on

the

results

of

the

analysis

as

a

whole

and

not

based

on,

or

related

to,

any

single

factor

of

our

analysis.

Therefore,

we

believe

that

our

analysis

must

be

considered

as

a

whole

and

that

the

selection

of

parts

of

our

analysis

or

specific

factors,

without

considering

our

analysis

and

conclusions

as

a

whole,

may

result

in

an

incomplete

and

incorrect

understanding

of

the

procedures

used

in

our

analysis

and

conclusions.

12.

This

Valuation

Report

indicates

solely

the

value

of

the

Companies

and

does

not

appraise

any

other

aspect

or

implication

of

the

Transaction

or

any

contract,

agreement

or

understanding

entered

into

in

connection

with

Transaction.

We

do

not

express

any

opinion

on

the

value

of

the

shares

to

be

issued

pursuant

to

the

terms

of

the

Transaction

or

the

value

at

which

the

shares

of

the

Companies

shall

be

or

may

be

negotiated

in

the

securities

market

at

any

time.

This

Valuation

Report

does

not

consider

the

merits

of

the

Transaction

as

compared

to

other

commercial

strategies

that

may

be

available

to

Grupo

Ipiranga

and

Ultrapar,

nor

does

it

consider

any

commercial

decisions

required

to

be

made

by

the

same

in

order

to

carry

out

the

Transaction.

The

results

presented

in

this

Valuation

Report

refer

exclusively

to

the

Transaction

and

do

not

apply

to

any

other

issue

or

transaction,

present

or

future,

relating

to

any

of

the

Companies,

the

economic

group

to

which

they

belong

or

the

sector

in

which

they

operate.

13.

Our

Valuation

Report

is

necessarily

based

on

information

that

was

made

available

to

us

as

of

the

date

hereof

and

considers

existing

market,

economic

and

other

conditions

as

of

such

date.

Although

future

events

and

other

events

may

affect

the

conclusions

presented

in

this

Valuation

Report,

we

do

not

have

an

obligation

to

update,

review,

rectify

or

revoke

all

or

any

part

of

this

Valuation

Report

due

to

any

subsequent

event

or

for

any

other

reason. 

14.

Our

analysis

does

not

distinguish

between

different

classes

and

types

of

shares

of

each

of

the

Companies

and

considers

Grupo

Ipiranga

and

Ultrapar

as

stand-alone

companies

and,

therefore,

does

not

include

operating,

tax

or

other

benefits

or

losses,

nor

does

it

include

any

synergies,

incremental

value

and/or

costs,

if

any,

that

Grupo

Ipiranga

or

Ultrapar

may

incur

upon

the

closing

of

the

Transaction

or

of

any

other

transaction.

The

valuation

also

does

not

take

into

consideration

potential

operating

and

financial

gains

or

losses

that

may

be

incurred

after

the

Transaction

due

to

the

changes

in

the

current

business

of

Grupo

Ipiranga

and

Ultrapar.

15.

Grupo

Ipiranga

has

agreed

to

reimburse

our

expenses

and

to

indemnify

us

and

some

of

our

related

parties

for

certain

liabilities

and

expenses.

We

will

receive

a

fee

related

to

the

preparation

of

this

Valuation

Report,

which

is

payable

to

us

regardless

of

whether

the

Transaction

is

completed.

6

CONFIDENTIAL

Introduction (Cont.)

16.

In

the

past,

we

have

provided,

from

time

to

time,

investment

banking

services

and

other

financial

services

to

Grupo

Ipiranga

and

its

affiliates,

and

to

Ultrapar

and

its

affiliates,

for

which

we

have

been

compensated,

and

we

may

in

the

future

render

such

services

to

Grupo

Ipiranga

and

Ultrapar

and/or

its

affiliates,

for

which

we

expect

to

be

compensated.

We

are

a

financial

institution

that

provides

a

variety

of

financial

and

other

services

related

to

securities,

brokerage

and

investment

banking.

During

the

normal

course

of

our

activities,

we

may

purchase,

hold

or

sell,

for

our

own

account

or

on

behalf

of

our

clients,

shares,

debt

instruments

and

other

securities

and

financial

instruments

(including

bank

loans

and

other

obligations)

of

Grupo

Ipiranga

and

Ultrapar

and

any

other

company

that

is

involved

in

the

Transaction,

as

well

as

provide

investment

banking

and

other

financial

services

to

such

companies

and

their

controlling

or

controlled

companies.

In

addition,

the

professionals

in

our

securities

research

department

and

other

departments

may

base

their

analyses

and

publications

on

different

operating

and

market

premises

and

on

different

methodologies

of

analysis

than

those

used

in

the

preparation

of

this

Valuation

Report,

such

that

the

research

reports

and

other

publications

prepared

by

them

may

contain

different

results

and

conclusions

than

those

presented

herein.

We

adopt

certain

policies

and

procedures

to

maintain

the

independence

of

our

security

analysts,

who

may

hold

different

opinions

than

those

of

our

investment

banking

department.

We

also

adopt

certain

policies

and

procedures

to

maintain

independence

between

the

investment

banking

department

and

other

CS

areas

and

departments,

including,

but

not

limited

to,

asset

management,

proprietary

trading,

debt

instruments,

securities

and

other

financial

instruments.

17.

This

Valuation

Report

is

the

intellectual

property

of

CS.

18.

Numerical

figures

shown

as

totals

in

this

Valuation

Report

may

not

be

an

arithmetic

aggregation

of

the

figures

that

preceded

them

due

to

rounding

adjustments.

Banco de Investimentos Credit Suisse (Brasil) S.A.

7

CONFIDENTIAL

Ultrapar

TEV

(R$ million)

Ultrapar

6,694.6

(-) Net Debt

(a)

(1,212.9)

Ultrapar - Equity Value

5,481.8

total number of shares (million)

80.74

-5%

+5%

Price per Share (R$ per share)

64.50

67.90

71.29

Note: Valuation as of September, 30 2007.

(a) Includes tag along to be paid

Ultrapar –

Valuation Summary

Based on economic value that was calculated by the discounted cash flow methodology (DCF), the price per

share of  Ultrapar (Ultrapar) ranges between R$ 64.50 and R$ 71.29

Volume Weighted

Share

Price

(1)

Economic

Value

(DCF)

Book

Value

Source:

Data

from

Ultrapar

(1) From 03/16/2007 to 10/31/2007

Note: The common

shares of Ultrapar have

limited

liquidity. Accordingly, we

have

excluded

the

value

and volume of

Ultrapar’s common

shares

from

this

analysis.

Source: Bloomberg

Ultrapar

PN

ON

Average Daily Trading Volume (R$ million)

8.08

NA

Volume Weighted Average Price (VWAP)

63.30

NA

Source: Data from Ultrapar and Credit Suisse

Note 1: Company Valuation as of September 30, 2007.

Note 2: Valuation of Ultrapar does not contemplate the premium from the

purchase of the control of Ipiranga.

(a)

For details on Net Debt, see page 112. Includes the value of R$163.1 million

to be disbursed in the tag-along.

Ultrapar

30-Sep-07

Shareholders' Equity (R$ million)

2,008.42

Total number of shares (million)

80.74

Book value per share (R$ per share)

24.88

8

CONFIDENTIAL

RIPI –

Valuation Summary

Based on economic value that was calculated by the discounted cash flow methodology (DCF), the price per

share of Refinaria

de Petróleo Ipiranga (RIPI) ranges between R$ 50.90 and R$ 56.26

Volume Weighted

Share

Price

(1)

Economic

Value

(DCF)

Book

Value

Source: Data from

Ipiranga

(1) From 03/16/2007 to 10/31/2007

Source: Bloomberg

RIPI

PN

ON

Average Daily Trading Volume (R$ million)

2.64

1.47

Volume Weighted Average Price (VWAP)

46.80

100.67

Source: Data from Ipiranga and Credit Suisse

(a) For details on the

valuations

of IQ, CBPI and DPPI, see pages 10, 49

and 57, respectivey.

(b) For details on Net Debt, see page 111.

RIPI

30-Sep-07

Shareholders' Equity (R$ million)

769.50

Total number of shares (million)

29.60

Book value per share (R$ per share)

26.00

RIPI

100% TEV

(%)

TEV

(R$ million)

IQ S.A. (a)

2,870.3

58.53%

1,680.0

CBPI S.A. (a)

3,858.5

11.42%

440.6

DPPI S.A. (a)

1,470.9

7.65%

112.5

RIPI Opco

4.0

100.00%

4.0

RIPI -

Total Enterprise Value

2,237.2

(-) Net Debt(b)

(651.2)

RIPI -

Equity Value

1,586.1

total number of shares (million)

29.60

-5%

+5%

Price per Share (R$ per share)

50.90

53.58

56.26

9

CONFIDENTIAL

DPPI –

Valuation Summary

Based on economic value that was calculated by the discounted cash flow methodology (DCF), the price per

share of Distribuidora de Produtos de Petróleo Ipiranga (DPPI) ranges between R$ 42.00 and R$ 46.42

Volume Weighted

Share

Price

(1)

Economic

Value

(DCF)

Book

Value

Source: Data from

Ipiranga

(1) From 03/16/2007 to 10/31/2007

Source: Bloomberg

DPPI

PN

ON

Average Daily Trading Volume (R$ million)

1.10

0.15

Volume Weighted Average Price (VWAP)

39.61

104.64

Source: Data from Ipiranga and Credit Suisse

(a) For details on the

valuation

of CBPI, see page 49.

(b) For details on

the

valuations of DPPI and Isa Sul, see pages 57 and 89,

respectively.

(c) For details on Net Debt, see page 111.

DPPI

100% TEV

(%)

TEV

(R$ million)

CBPI S.A. (a)

3,858.5

21.01%

810.7

DPPI S.A. (b)

660.2

100.00%

660.2

DPPI -

Total Enterprise Value

1,470.9

(-) Net Debt (c)

(56.1)

DPPI -

Equity Value

1,414.8

total number of shares (million)

32.00

-5%

+5%

Price per Share (R$ per share)

42.00

44.21

46.42

DPPI

30-Sep-07

Shareholders' Equity (R$ million)

909.97

Total number of shares (million)

32.00

Book value per share (R$ per share)

28.44

10

CONFIDENTIAL

CBPI –

Valuation Summary

Based on economic value that was calculated by the discounted cash flow methodology (DCF), the price per

share of Companhia Brasileira de Petróleo Ipiranga (CBPI) ranges between R$ 27.65 and R$ 30.57

Volume Weighted

Share

Price

(1)

Economic

Value

(DCF)

Book

Value

(1) From 03/16/2007 to 10/31/2007

Source: Bloomberg

Source: Data from

Ipiranga

CBPI

PN

ON

Average Daily Trading Volume (R$ million)

7.39

0.17

Volume Weighted Average Price (VWAP)

25.49

54.87

Source: Data from Ipiranga and Credit Suisse

(a) For details on valuations of Copesul, IPQ and IQ, see pages 72, 80 and

89, respectively.

(b) Includes AM/PM, IASA and EMCA, as detailed on pages 65 and 89 of

this

Valuation

Report.

(c) For details on Net Debt, see page 111.

CBPI

100% TEV

(%)

TEV

(R$ million)

Copesul (a)

4,755.9

29.46%

1,401.1

IPQ Opco

1,330.0

100.00%

1,330.0

100% IPQ

2,731.1

IPQ S.A. (a)

2,731.1

100.00%

2,731.1

IQ Opco

139.3

100.00%

139.3

100% IQ S.A.

2,870.3

IQ S.A. (a)

2,870.3

41.47%

1,190.3

CBPI Opco

(b)

2,668.2

100.00%

2,668.2

CBPI -

Total Enterprise Value

3,858.5

(-) Net Debt (c)

(774.3)

CBPI -

Equity Value

3,084.2

total number of shares (million)

105.95

-5%

+5%

Price per Share (R$ per share)

27.65

29.11

30.57

CBPI

30-Sep-07

Shareholders' Equity (R$ million)

1,839.87

Total number of shares (million)

105.95

Book value per share (R$ per share)

17.37

CONFIDENTIAL

11

2. Information on the Appraiser

12

CONFIDENTIAL

Credit Suisse Credentials

In compliance with CVM Instructions, the following chart sets forth CS’s credentials.

CS has

acted

as

a

financial

adviser

in

important

merger

and

acquisition

transactions

in

Brazil:

2003

Advised Telesp Celular in the purchase of Tele Centro Oeste Celular

Telesp Celular SA

2003

Advised Mutual Investment Limited in the sale of its shares of Santista Têxtil to Camargo Corrêa 

Santista Têxtil SA

2003

Advised Brisa Participações e Empreendimentos Ltda., Camargo Corrêa Transportes S.A. and Andrade Gutierrez

Construções S.A. in the purchase of shares of CCR from Odebrecht

Companhia de Concessões Rodoviárias SA

2003

Advised Solae

LLC,

a

joint

venture

between

Bunge

and

Dupont,

in

a

combined

public

offering

for

the

sale

of

control

and

for Solae do Brasil Holdings S.A. to become a private company

Solae LLC

2003

Advised Rexam in the acquisition of 88.6% of the total capital of Latasa

Rexam PLC

2004

Advised Unibanco in the purchase of Hipercard

Unibanco -

Uniao de Bancos Brasileiros SA

2004

Advised Eni in the sale of Agip do Brasil to Petrobrás

Eni B.V.

2004

Advised Seara in the sale of its control to Cargill

Seara Alimentos SA

2004

Advised Bunge Ltda. in the purchase of  90.7% of the free-float of Bunge Brasil, increasing its share interest to 98.5%

Bunge Brasil SA

2005

Advised Usiminas in the exchange of shares of Siderar and Sidor for 16% of the total capital of Ternium

Ternium SA

2005

Advised Previ and Petros in their put option to sell 25% of the voting capital of Acesita

Acesita SA

2006

Advised TIM Partipações in the acquisition of shares of TIM Celular

TIM Participações SA

2006

Advised Dufry in the purchase of Brasif e Eurotrade

Dufry Management LTD

2006

Advised the

Schahin

Group

in

the

sale

of

its

share

interest

in

5

companies

to

Cemig,

MDU

Brasil

and

Brascan

Brasil

Schahin Engenharia Ltda

2006

Advised ALL in the acquisition of shares of Brasil Ferrovias S.A. and Novoeste Ferrovias S.A.

America Latina Logística S.A.

2006

Advised IP in the sale of Impacel to Stora Enso

International Paper

2006

Advised CVRD in the hostile acquisition of Inco, a Canadian mining company

Companhia Vale do Rio Doce S.A.

2006

Advised in the merger of Submarino and Americanas.com

Submarino S.A.

2006

Advised Bunge in the sale of Bunge Fertilizantes to Fosfertil

Bunge Brasil SA

2007

Advised MMX and Centennial Asset in the sale of 50% of the capital stock of MMX Minas-Rio to Anglo American

MMX Mineração e Metálicos S.A.

2007

Advised in the sale of Grupo Dedini Agro to Abengoa Bioenergy

Grupo Dedini Agro

2007

Advised in the sale of Magnesita to GP Investimentos

Magnesita S.A.

Date

Transaction

Company

13

CONFIDENTIAL

Credit Suisse Credentials

(Cont.)

Business experience of the professionals responsible for this Valuation Report:

Mr. José

Olympio Pereira is responsible for the investment banking department of Credit Suisse Brasil. 

From February 2001 to May 2004, Mr. José

Olympio worked for Citigroup Global Markets where he was co-responsible for the

investment banking department for Latin America and responsible for the investment banking department in Brazil. From February 1998

to December 2000,  Mr. Olympio was responsible for the Donaldson, Lufkin & Jenrette office in Brazil.  He also worked for Banco de

Investimentos Garantia S.A for 13 years, where he held several positions, including head of the corporate finance department. During his

professional career, Mr. Olympio was responsible for several mergers and acquisitions, and equity and bond public offerings in the

Brazilian and international capital markets.

Mr. Olympio holds a bachelor’s in civil engineering from Pontifícia Universidade Católica do Rio de Janeiro and holds a master’s degree

in business administration from Harvard Business School.

José

Olympio Pereira

Executive Officer, Director of Investment Banking in Brazil

Mr. Marco Gonçalves is responsible for mergers and acquisitions of the investment banking department of Credit Suisse Brasil. 

Before working for CS, Mr. Marco Gonçalves worked for ABN Amro Bank, Deustche Bank and BNP Paribas in

Brazil and in New York.

Mr. Gonçalves has more than 10 years of experience in investment banking

and has acted as advisor in several merger and acquisition

transactions in different industries.

Mr. Gonçalves holds a bachelor’s degree in mechanical engineering from Universidade Federal de Santa Catarina and a specialization

degree in finance from New York University.

Marco Gonçalves

Mergers and Acquisition, Investment Bank

14

CONFIDENTIAL

Credit Suisse Credentials (Cont.)

Business experience of the professionals responsible for this Valuation Report :

Claudio Sassaki

Vice President, Investment Bank

Mr. Eduardo Bontempo is part of the investment banking team of Credit Suisse in Brazil.

Before joining CS in May 2006,  Mr. Bontempo worked in the corporate finance department of Rio Bravo Investimentos. During his

professional career, Mr. Bontempo worked in several mergers and acquisition transactions and capital markets transactions.

Mr. Bontempo holds a bachelor’s degree in business administration from Fundação Getulio Vargas in São Paulo.

Eduardo Bontempo

Analyst, Investment Bank

Mr. Claudio Sassaki is part of the investment banking team of Credit Suisse in Brazil.

Before working for CS, Mr. Sassaki worked for Sagent Advisors and Citigroup Global Markets in New York.  During his professional

career,

Mr. Sassaki worked in several merger and acquisition transactions and capital markets transactions.

Mr. Sassaki holds a bachelor’s degree in architecture from Universidade de São Paulo and a master’s degree in business administration

from Stanford Graduate School of Business.

15

CONFIDENTIAL

Additional Considerations

Pursuant to CVM Instruction No. 319/99, CS declares that:

1. It has no direct or indirect interest in the Companies or in the Transaction, and there is no other significant circumstance that can

constitute a conflict of interest.

2. The controlling shareholder and the management of the Companies did not direct, limit, encumber or perform any act that compromised

or could compromise the access, use or communication of information, assets, documents or work methods that are relevant to the

quality of the conclusions.

3. There is no current or future conflict or pooling of interests with the controlling shareholder of Grupo Ipiranga, or its minority

shareholders, or in connection with Ultrapar and its partners, or in connection with the Transaction.

This Valuation Report is the intellectual property of CS.

In preparing this Valuation Report, CS did not assume any difference between different classes of shares of the Companies.  Numerical

figures shown as totals in this Valuation Report may not be an arithmetic aggregation of the figures that preceded them due to rounding

adjustments.

CONFIDENTIAL

16

3. Overview of the Companies

CONFIDENTIAL

17

3.1. Overview of Ultrapar

Participações S.A.

18

CONFIDENTIAL

Overview of Ultrapar Participações S.A.

Corporate Structure

VS: 66.0%

TS: 40.1%

Ultra S.A.

VS: 30.4%

TS: 21.1%

Others

VS: 3.6%

TS: 38.8%

Free Float

Oxiteno

Ultragaz

Ultracargo

Ultrapar Participações

VS: 100.00%

TS: 100.00%

VS: 100.00%

TS: 100.00%

VS: 100.00%

TS: 100.00%

Principal Shareholders

Companies of the Group

Note 1: VS–

Voting Shares; TS –

Total Shares

Note 2: Interests in the companies of the Ipiranga Group considers % purchased

from controlling shareholders and % acquired by tag-along.

Overview

Ultrapar Participações S.A., or Ultrapar, has been in operation for over

70 years. It is a holding company and one of the largest corporate

groups in Brazil, with operations in Mexico and Argentina. Currently,

Ultrapar has more than 9,500 employees.

In April 18, 2007, Ultrapar had three main subsidiaries: Ultragaz;

Oxiteno; and Ultracargo.

Main Subsidiaries

Ultragaz

is the leading company in the distribution of liquified

petroleum

gas (“LPG”) in Brazil and:

supplies over 10 million homes in Brazil;

has a strong presence in the production and commercial industries,

supplying over 30 thousand companies; and

recorded net sales revenue of R$2.3 billion during the nine months

ended September 30, 2007.

Oxiteno

is

the

largest

producer

of

ethylene

oxide

and

its

byproducts

in

South

America,

as

well

as

a

large

producer

of

other

chemicals.

It has five plants in Brazil and three in Mexico, exporting to over 40

countries; and

It recorded net sales revenue of R$1.2 billion during the nine

months ended September 30, 2007.

Ultracargo

is

one

of

the

largest

suppliers

of

integrated

logistics

in

Brazil. It:

provides storage, distribution and transportation services of bulk

products that require special handling;

provides multimodal terminals that are strategically located in the

main ports and petrochemical complexes in Brazil, such as Santos

(SP), Suape (PE) and Aratu (BA), with access to rail, road and river

transportation; and

recorded net sales revenue of R$170.6 million during the nine

months ended September 30, 2007.

RIPI

DPPI

CBPI

VS: 82.11%

TS: 34.47%

VS: 96.62%

TS: 40.28%

VS: 8.31%

TS: 2.78%

CONFIDENTIAL

19

3.2. Overview of Refinaria

Petróleo Ipiranga S.A. (RIPI)

20

CONFIDENTIAL

Overview of Refinaria Petróleo Ipiranga S.A.

(RIPI)

Overview

Refinaria de Petróleo Ipiranga (RIPI) is a holding company that controls some

companies in the Ipiranga Group and an oil refinery.

The oil refinery processes crude oil into several petroleum products, such as gas,

diesel fuel, kerosene, LPG, solvents and other byproducts.

Main Subsidiaries

Ipiranga Química (IQ):

distributes chemical products and controls IPQ; and

recorded net sales revenue of R$366.7 million and EBITDA of R$12.7 million

during the nine months ended September 30, 2007.

Ipiranga Petroquímica (IPQ):

controls Copesul together with Braskem;

is a second-generation petrochemical company; and

recorded net sales revenue of R$1.5 billion and EBITDA of R$228.1 million

during the nine months ended September 30, 2007.

Distribuidora de Produtos de Petroleo Ipiranga (DPPI):

distributes fuel in the South of Brazil;

controls CBPI and, through this interest, DPPI holds indirect interests in IQ, IPQ

and Copesul; and

recorded net sales revenue of R$2.5 billion and EBITDA of R$50.0

million during

the nine months ended September 30, 2007.

Companhia Brasileira de Petróleo Ipiranga (CBPI):

is present in almost all of Brazil;

at the end of the first half of 2007, CBPI owned 2,374 gas stations in operation;

and

recorded net sales revenue of R$16.5 billion and EBITDA of R$297

million during

the nine months ended September 30, 2007.

Copesul:

first-generation petrochemical company; and

recorded net sales revenue of R$5.4 billion and EBITDA of R$818.0 million

during the nine months ended September 30, 2007.

Principal Shareholders

Companies of the Group

Source:

information

disclosed

by

RIPI

(1) On behalf of and in place of Petrobras and Braskem

Note: Shares of Grupo Ipiranga consider % purchased from controlling

shareholders and % acquired by tag-along.

Controlling Company

Corporate Structure

Copesul

IPQ

IQ

CBPI

DPPI

Minority

Shareholders

Ultrapar

(1)

RIPI

VS: 29.46%

TS: 29.46%

VS: 100.00%

TS: 100.00%

VS: 41.47%

TS: 41.47%

VS: 62.88%

TS: 21.01%

VS: 58.53%

TS: 58.53%

VS: 24.81%

TS: 11.42%

VS: 15.25%

TS: 7.65%

VS: 3.38%

TS: 59.72%

VS: 96.62%

TS: 40.28%

CONFIDENTIAL

21

3.3. Overview of Distribuidora de

Produtos de Petróleo Ipiranga

(DPPI)

22

CONFIDENTIAL

Overview of Distribuidora de Produtos de

Petróleo Ipiranga (DPPI)

Overview

Distribuidora de Produtos de Petróleo Ipiranga, or DPPI, distributes fuel such as

gasoline, ethanol, diesel fuel and natural gas for automobiles, in the state of Rio

Grande do Sul

and in parts of the state of Santa Catarina.

DPPI also operates AM/PM, a network of convenience stores in the

southern

states of Rio Grande do Sul

and Santa Catarina.

By the end of the first quarter of 2007, DPPI owned 925 gas stations in its area of

operation.

During the nine months ended September 30, 2007, the Company distributed a total

of 1.3 billion cubic meters of products.

Main Subsidiaries

Companhia Brasileira de Petróleo Ipiranga, or CBPI:

CBPI is present in almost all Brazil;

At the end of the first half of 2007, CBPI owned 2,374 gas stations in its area of

operation; and

CBPI recorded net sales revenue of R$16.5 billion and EBITDA of R$297.0

million during the nine months ended September 30, 2007. 

Isa-Sul Administração e Participações, or Isa-Sul:

owns 147 gas stations in DPPI’s

area of operation; and

recorded net sales revenue of R$16.0 million and EBITDA of R$14.3 million

during the nine months ended September 30, 2007.

Ipiranga Química, or IQ:

distributes chemical products and controls IPQ; and

recorded net sales revenue of R$366.7 million and EBITDA of R$12.7 million

during the nine months ended September 30, 2007.

Ipiranga Petroquímica, or IPQ:

controls Copesul together with Braskem;

is a second generation petrochemical company; and

recorded net sales revenue of R$1.5 billion and EBITDA of R$228.1 million

during the nine months ended September 30, 2007.

Copesul:

first generation petrochemical company; and

recorded net sales revenue of R$5.4 billion and EBITDA of R$818 million during

the nine months ended September 30, 2007.

Corporate Structure

Principal Shareholders

Companies of the Group

Note: VS –

Voting Shares, TS –Total Shares

Controlling Company

VS: 15.25%

TS: 7.65%

VS: 2.64%

TS: 57.88%

VS: 82.11%

TS: 34.47%

DPPI

Minority

Shareholders

Ultrapar

(1)

RIPI

CBPI

Isa-Sul

IQ

Copesul

IPQ

VS: 62.88%

TS: 21.01%

VS: 100.00%

TS: 100.00%

VS: 41.47%

TS: 41.47%

VS: 100.00%

TS: 100.00%

VS: 29.46%

TS: 29.46%

Source:

Information

disclosed

by

RIPI

(1) On behalf of and in place of Petrobras and Braskem

Note: Shares of Grupo

Ipiranga consider % purchased from the controlling

shareholders and % acquired by tag-along.

CONFIDENTIAL

23

3.4. Overview of Companhia

Brasileira de Petróleo Ipiranga

(CBPI)

24

CONFIDENTIAL

Overview of Companhia Brasileira de

Petróleo Ipiranga (CBPI)

Overview

Companhia Brasileira de Petróleo Ipiranga, or CBPI, distributes fuel and petroleum

byproducts throughout Brazil, except for the states of Roraima and Rio Grande do

Sul.

Products offered by the company include, among others, gasoline,

ethanol, natural

gas for automobiles, alcohol, diesel fuel, tar and lubricating oils.

CBPI also operates AM/PM, a network of convenience stores present in the

Brazilian states mentioned above.

In the nine months ended September 30, 2007, CBPI distributed a total volume of 9.6

billion cubic meters of products.

Main Subsidiaries

Ipiranga Química, or IQ:

distributes chemical products and controls IPQ; and

recorded net sales revenue of R$366.7 million and EBITDA of R$12.7 million

during the nine months ended September 30, 2007.

Ipiranga Petroquímica, or IPQ:

controls Copesul together with Braskem;

is a second-generation petrochemical company; and

recorded net sales revenue of R$1.5 billion and EBITDA of R$228.1 million

during the nine months ended September 30, 2007.

Copesul:

first-generation petrochemical company; and

recorded net sales revenue of R$5.4 billion and EBITDA of R$818.0 million

during the nine months ended September 30, 2007.

AM/PM Comestíveis:

network of convenience stores located in gas stations; and

recorded net sales revenue of R$16 million

(1)

and EBITDA of R$24.0 million

during the nine months ended September 30, 2007.

Ipiranga Asfaltos, or IASA:

produces tar and tar additives and offers paving services; and

recorded net sales revenue of R$208.4 million and EBITDA of R$(2.6) million

during the nine months ended September 30, 2007.

Empresa Carioca de Produtos Químicos, or EMCA:

produces special oils for use in pharmaceutical, food, cosmetics

and plastic

industries; and

recorded net sales revenue of R$61.2 million and EBITDA of R$2.7

million during

the nine months ended September 30, 2007.

Corporate Structure

Principal Shareholders

Companies of the Group

Note: VS –

Voting Shares, TS –

Total Shares

Controlling Company

Minority

Shareholders

Ultrapar

(1)

RIPI

DPPI

AM/PM

IASA

EMCA

CBPI

VS : 24.81%

TS : 11.42%

VS : 4.00%

TS : 64.79%

VS: 8.31%

TS: 2.78%

VS: 62.88%

TS: 21.01%

VS: 100.00%

TS: 100.00%

Copesul

IPQ

IQ

VS : 100.00%

TS : 100.00%

VS : 29.46%

TS : 29.46%

VS : 41.47%

TS : 41.47%

Source: Information disclosed by CBPI

(1) On behalf of and in place of Petrobras and Braskem.

Note:

Shares of Grupo

Ipiranga consider % purchased from the controlling

shareholders and % acquired by tag-along.

(1)

Only

includes

revenue

from

royalties.                   

VS: 100.00%

TS: 100.00%

VS: 100.00%

TS: 100.00%

CONFIDENTIAL

25

4. General Premises of the

Valuation

26

CONFIDENTIAL

Macroeconomic Premises

The macroeconomic premises set forth below are based on estimates made by the

department of macroeconomic research of the Central Bank of Brazil.

From

2011

on,

projected

exchange

rates

show

the

maintenance

of

the

purchasing

power

between the U.S. dollar and the real.

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Perp

FX Rate

R$ / US$ (EoP)

(1)

1.81

1.88

1.99

2.04

2.09

2.12

2.15

2.19

2.22

2.25

2.29

R$ / US$ (avg.)

(1)

1.95

1.87

1.95

2.01

2.05

2.08

2.11

2.15

2.18

2.21

2.24

Interest Rates

SELIC (EoP) (1)

11.1%

10.3%

9.6%

9.1%

8.8%

8.8%

8.8%

8.8%

8.8%

8.8%

8.8%

SELIC (avg.)

(1)

11.9%

10.6%

9.8%

9.4%

8.9%

8.9%

8.9%

8.9%

8.9%

8.9%

8.9%

Inflation

IGP -

M

(1)

5.5%

4.1%

4.2%

4.1%

4.1%

4.1%

4.1%

4.1%

4.1%

4.1%

4.1%

IPCA

(1)

3.9%

4.1%

4.1%

4.1%

4.0%

4.0%

4.0%

4.0%

4.0%

4.0%

4.0%

US Inflation (CPI)

(2)

2.5%

2.5%

2.5%

2.5%

2.5%

2.5%

2.5%

2.5%

2.5%

2.5%

2.5%

Population

Brazilian Population

(3)

189.3

191.9

194.4

196.8

199.3

201.6

204.0

206.2

208.5

210.7

212.9

Growth (%)

1.4%

1.3%

1.3%

1.3%

1.2%

1.2%

1.2%

1.1%

1.1%

1.1%

1.1%

GDP

Real Growth (%)

(1)

4.8%

4.4%

4.1%

4.2%

4.0%

4.0%

4.0%

4.0%

4.0%

4.0%

4.0%

Source: (1) Central Bank of Brazil

(2) CS Economic Research

(3) IBGE

CONFIDENTIAL

27

5. Valuation Summary

CONFIDENTIAL

28

5.1. Consolidated Ultrapar

29

CONFIDENTIAL

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Perp.

EBIT

143

176

217

314

353

365

370

406

429

450

395

(-) Taxes

(29)

(35)

(43)

(62)

(69)

(72)

(75)

(85)

(92)

(97)

(80)

Effective Tax Rate

(20.4%)

(19.7%)

(19.9%)

(19.6%)

(19.5%)

(19.8%)

(20.2%)

(21.0%)

(21.4%)

(21.5%)

(20.3%)

Operating Profit After Taxes

113

141

174

252

284

293

295

321

337

353

315

(+) Depreciation and Amortization

103

137

148

143

152

159

166

149

139

148

148

(-) Investments

(328)

(326)

(218)

(116)

(119)

(120)

(122)

(126)

(129)

(132)

(148)

(-) Working Capital Variation

(13)

(52)

(68)

(47)

(30)

(19)

(19)

(27)

(21)

(22)

(23)

Free Cash Flow to Firm

(125)

(100)

36

233

287

313

320

317

327

347

292

0

3.2%

3.7%

4.2%

4.7%

5.2%

10.7%

8.1x

8.5x

8.9x

9.3x

9.9x

10.2%

8.8x

9.2x

9.7x

10.3x

11.0x

9.7%

9.6x

10.1x

10.7x

11.4x

12.3x

9.2%

10.5x

11.1x

11.8x

12.7x

13.9x

8.7%

11.5x

12.3x

13.2x

14.4x

16.0x

Results of Discounted Cash Flow

(in millions of U.S.$)

Discounted Cash Flow

Source:

According

to

information

disclosed

by

and/or

discussed

with

Ultrapar

Total Value of the Company

(1)

Implied Multiple (EBITDA 2008)

W

A

C

C

Perpetuity Growth (U.S.$ Nominal)

(in millions of reais)

Source:

Information

disclosed

by

and/or

discussed

with

Ultrapar

(1)

Amounts

translated

into

U.S.

dollars

at

the

selling

rate

on

September

30,

2007

of

R$1.84

to

U.S.$1.00.

Source:

Information

disclosed

by

and/or

discussed

with

Ultrapar

W

A

C

C

Perpetuity Growth (U.S.$ Nominal)

0

3.2%

3.7%

4.2%

4.7%

5.2%

10.7%

4,733

4,934

5,166

5,437

5,757

10.2%

5,121

5,363

5,645

5,978

6,379

9.7%

5,568

5,862

6,210

6,627

7,138

9.2%

6,089

6,451

6,887

7,420

8,086

8.7%

6,704

7,159

7,715

8,410

9,304

CONFIDENTIAL

30

5.1.1 Ultragaz

31

CONFIDENTIAL

Principal Premises

Estimates published

by the Central Bank of

Brazil.

Macroeconomic

Estimate

of

volume

of

bottled

gas

calculated

based

on

population

growth.

Estimate of volume of bulk gas calculated based on GDP growth.

Volume

Estimate of average price of bottled gas based on the current price adjusted for inflation.

Estimate

of

average

price

of

bulk

gas

based

on

the

current

price

adjusted

for

inflation.

Prices

Calculated

based

on

the

depreciation

schedule

of

property,

plant

and

equipment.

Depreciation and

Amortization

Net Revenue calculated based on volume sold and average sales price.

Net Revenue

Calculated based on current expenses and adjusted for inflation.

General and

Administrative

Expenses

Expenses calculated based on the increase of volume sold.

Selling Expenses

Source:

Information

disclosed

by

and/or

discussed

with

Ultrapar

32

CONFIDENTIAL

Principal Premises

Projection based on the maintenance of the average maturity of current assets and liabilities as of September 30, 2007,

according to information disclosed by and/or discussed with Ultrapar.

Working Capital

Investments of R$20 per ton of gas sold to the residential market, adjusted for inflation, according to information

disclosed by and/or discussed with Ultrapar.

Investments of R$100 per ton of gas sold to companies, adjusted for inflation, according to information disclosed by

and/or discussed with Ultrapar.

Additional investments, according to information disclosed by and/or discussed with Ultrapar.

Projects that are not yet approved by the board of directors of Ultrapar or that are uncertain were not considered in the

preparation of projections.

Capital

Expenditures

Gordon Perpetuity growth model.

Terminal Value: based on normalized cash flow for 2017. It considers a growth rate of 2.5% in actual perpetuity terms.

Terminal Value

Calculated based on different tax rates projected by Ultrapar and consistent with historical rates and with the future

expectations of the company.

Taxes

Source: Information disclosed by and/or discussed with Ultrapar

33

CONFIDENTIAL

2,151

2,244

2,340

2,440

2,545

2,658

2,777

2,902

2,230

2,278

2,325

2,415

2,508

2,604

2,704

2,808

2,917

3,029

2,040

1,945

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Avg. Price (bottled)

Avg. Price (bulk)

Principal Revenue Premises

Volume

Source: Information disclosed by and/or discussed with Ultrapar

Average Prices

Source: Information disclosed by and/or discussed with Ultrapar

(in reais per ton)

(in thousands

of tons)

1,133

1,154

1,174

1,191

1,206

1,220

1,233

1,246

681

710

1,073

1,103

627

601

576

541

508

740

771

654

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Bottled (residential)

Bulk (industrial and commercial)

34

CONFIDENTIAL

503

547

594

643

460

418

379

341

296

271

10.2%

10.4%

10.0%

10.8%

10.6%

8.4%

8.5%

9.0%

9.4%

9.7%

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

EBITDA

EBITDA Margin

3,785

4,051

4,330

4,620

4,925

5,249

5,596

5,967

3,230

3,492

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Financial Statements

Net Revenue

Source:

Information

disclosed

by

and/or

discussed

with

Ultrapar

(in millions of reais, except EBITDA margin in %)

EBITDA and EBITDA Margin

Source:

Information

disclosed

by

and/or

discussed

with

Ultrapar

(in millions of reais)

35

CONFIDENTIAL

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Total Working Capital

133

144

156

167

178

190

203

216

231

246

(+) Current Assets

214

232

251

269

287

306

327

348

371

396

(-) Current Liabilities

81

88

95

102

109

116

124

132

140

150

Net Working Capital Variation

(Increase) / Decrease in Working Capital

(6)

(11)

(12)

(11)

(12)

(12)

(13)

(13)

(14)

(15)

148

130

145

155

165

127

130

142

119

143

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

112

114

120

124

130

138

146

156

135

102

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Balance Sheet

CAPEX

Source: Information disclosed by and/or discussed with Ultrapar

(in millions of reais)

Depreciation and Amortization

Source: Information disclosed by and/or discussed with Ultrapar

(in millions of reais)

Variation of Net Working Capital

Source: Information disclosed by and/or discussed with Ultrapar

(in millions of reais)

CONFIDENTIAL

36

5.1.2 Oxiteno

37

CONFIDENTIAL

Principal Premises

Estimates published by the Central Bank of Brazil.

Macroeconomic

Projected average price of specialty chemical denominated in U.S. dollars; assumes that prices in the domestic and

international markets converge in the long term.

Projected average price of commodities is based on data projected by PCI and CMAI, in U.S. dollars.

Prices

Net

Revenue

is

calculated

based

on

volume

sold

and

average

sales

price.

Net revenue

Estimated increase in production capacity of ethylene oxide forecast for 2008 and 2009.

Projected volume of specialty chemical based on Ultrapar’s growth plan to meet projected demand.

Projected volume of commodities is the result of the production capacity minus volume used for production of specialty

chemical.

Volume

Calculated based on current expenses and adjusted for inflation.

General and

Administrative

Expenses

Expenses calculated based on the increase of volume sold.

Selling Expenses

Source: Information disclosed by and/or discussed with Ultrapar

38

CONFIDENTIAL

Principal Premises

Projection based on the maintenance of the average maturity of current assets and liabilities as of September 30, 2007,

according to information disclosed by and/or discussed with Ultrapar.

Working Capital

Investment in maintenance of approximately R$25 per ton of installed production capacity.

Considers investments for expansion of production capacity, according to information disclosed by and/or discussed

with Ultrapar.

Projects

that

are

not

yet

approved

by

Ultrapar’s

board

of

directors

or

that

are

uncertain

were

not

considered

in

the

preparation

of

the

projections.

Capital

Expenditures

Gordon Perpetuity growth model.

Terminal value: based on normalized cash flow for 2017. It considers a growth rate of 0.5% in actual perpetuity terms.

Terminal Value

Calculated based on different tax rates projected by Ultrapar and consistent with historical rates and with the future

expectations of the company.

Taxes

Calculated

based

on

the

depreciation

schedule

of

property,

plant

and

equipment,

considering

an

average

amortization

period of approximately 15 years.

Depreciation and

Amortization

Source: Information disclosed by and/or discussed with Ultrapar

39

CONFIDENTIAL

1,610

1,444

1,463

1,538

1,678

1,846

1,988

2,007

2,862

3,034

3,228

3,543

3,634

3,741

3,851

3,948

4,061

4,174

2,113

1,959

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Avg. Price (Commodities)

Avg. Price (Specialty Chemicals)

150

100

70

70

70

70

70

70

816

841

147

115

805

760

707

586

465

848

855

810

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Volume (Commodities)

Volume (Specialty Chemicals)

Principal Revenue Premises

Volume

Source: Information disclosed by and/or discussed with Ultrapar

Average Prices

Source: Information disclosed by and/or discussed with Ultrapar

(in reais per ton)

(in thousands

of tons)

40

CONFIDENTIAL

518

523

515

542

527

519

450

304

226

161

15.9%

15.2%

16.8%

14.6%

14.4%

9.8%

11.3%

12.0%

15.9%

17.1%

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

EBITDA

EBITDA Margin

2,524

2,835

3,028

3,139

3,260

3,449

3,582

3,710

1,641

2,003

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Financial Statements

Net Revenue

Source: Information disclosed by and/or discussed with Ultrapar

(in millions of reais, except EBITDA margin in %)

EBITDA and EBITDA Margin

Source: Information disclosed by and/or discussed with Ultrapar

(in millions of reais)

41

CONFIDENTIAL

92

105

111

117

123

130

136

143

58

71

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

216

90

92

93

95

96

98

99

398

501

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Balance Sheet

CAPEX

Source: Information disclosed by and/or discussed with Ultrapar

(in millions of reais)

Depreciation and Amortization

Source: Information disclosed by and/or discussed with Ultrapar

(in millions of reais)

Variation of Net Working Capital

Source: Information disclosed by and/or discussed with Ultrapar

(in millions of reais)

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Total Working Capital

380

463

583

662

709

735

761

803

832

863

(+) Current Assets

496

605

762

856

915

948

985

1,042

1,082

1,120

(-) Current Liabilities

116

141

180

195

205

213

224

238

250

258

Net Working Capital Variation

(Increase) / Decrease in Working Capital

(18)

(84)

(119)

(79)

(48)

(25)

(26)

(42)

(29)

(30)

CONFIDENTIAL

42

5.1.3 Ultracargo

43

CONFIDENTIAL

Principal Premises

Estimates published by the Central Bank of Brazil.

Macroeconomic

Projection

of

average

price

per

cubic

meter

and

per

square

meter

based

on

current

price

adjusted

for

inflation.

Projection of average price per kilometer transported based on current price adjusted for inflation.

Prices

Net Revenue is calculated based on sales volume and average prices.

Net Revenue

Increase in installed capacity and storage usage rate in cubic meters, according to estimates made by Ultrapar.

Increase in installed capacity and storage usage rate in square meters, according to estimates made by Ultrapar.

Storage

Projection of transportation distance covered based on GDP growth.

Transportation

Calculated based on current expenses adjusted for inflation and the increase in revenue.

General and

Administrative

Expenses

Expenses calculated based on the increase in volume, according to information disclosed by and/or discussed with

Ultrapar.

Selling Expenses

Source: Information disclosed by and/or discussed with Ultrapar.

44

CONFIDENTIAL

Principal Premises

Projection based on the maintenance of the average maturity of current assets and liabilities as of September 30, 2007,

according to information disclosed by and/or discussed with Ultrapar.

Working Capital

Investments in maintenance of approximately R$20 per ton of installed capacity in cubic meters, plus approximately

R$16 million per year adjusted for inflation.

Capital expenditures projected according to information disclosed by and/or discussed with Ultrapar.

Projects

that

are

not

yet

approved

by

Ultrapar’s

board

of

directors

or

that

are

uncertain

were

not

considered

in

the

preparation of the projections.

Capital

Expenditures

Gordon Perpetuity growth model.

Terminal value: based on normalized cash flow for 2017. It considers a growth rate of 2.5% in actual perpetuity terms.

Terminal Value

Calculated based on different tax rates projected by Ultrapar and consistent with historical rates and with the future

expectations of the company.

Taxes

Calculated

based

on

the

depreciation

schedule

of

property,

plant

and

equipment,

considering

an

average

amortization

period of approximately 10 years.

Depreciation and

Amortization

Source: Information disclosed by and/or discussed with Ultrapar.

45

13,065

19,680

19,680

19,680

19,680

19,680

19,680

19,680

11,658

10,250

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

307,500

385,100

395,100

405,100

415,100

425,100

425,100

425,100

277,000

295,500

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Principal Revenue Premises

Storage –

Cubic Meters

Source: Information disclosed by and/or discussed with Ultrapar.

Storage –

Square Meters

Source: Information disclosed by and/or discussed with Ultrapar.

(in m³)

(in m²)

CONFIDENTIAL

46

37,223

38,775

40,342

41,972

43,667

45,432

47,267

49,177

34,237

35,737

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Principal Revenue Premises

Transportation

Source: Information disclosed by and/or discussed with Ultrapar.

(in thousands of kilometers)

CONFIDENTIAL

47

112

120

128

137

48

59

67

90

97

104

28.0%

28.2%

27.5%

27.3%

23.7%

22.8%

20.9%

28.3%

28.4%

27.7%

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

EBITDA

EBITDA Margin

284

331

353

376

401

427

453

481

261

231

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Financial Statements

Net Revenues

(in millions of reais, except EBITDA margin in %)

EBITDA and EBITDA Margin

(in millions of reais)

Source: Information disclosed by and/or discussed with Ultrapar.

Source: Information disclosed by and/or discussed with Ultrapar.

CONFIDENTIAL

48

50

53

56

59

63

62

38

42

24

40

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

97

30

31

32

33

35

36

38

73

40

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Balance Sheet

CAPEX

(in millions of reais)

Depreciation and Amortization

(in millions of reais)

Variation of Net Working Capital

(in millions of reais)

Source: Information disclosed by and/or discussed with Ultrapar.

Source: Information disclosed by and/or discussed with Ultrapar.

Source: Information disclosed by and/or discussed with Ultrapar.

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Total Working Capital

17

19

21

25

27

28

30

32

34

36

(+) Current Assets

35

40

43

51

54

58

61

65

69

74

(-) Current Liabilities

18

21

22

26

27

29

31

33

35

37

Net Working Capital Variation

(Increase) / Decrease in Working Capital

(2)

(1)

(2)

(2)

(4)

(2)

(2)

(2)

(2)

(2)

CONFIDENTIAL

49

5.2. Companhia Brasileira de

Petróleo Ipiranga (CBPI)

CONFIDENTIAL

50

Principal Premises

Estimates published by the Central Bank of Brazil.

Macroeconomic

Population estimated based on a study of Instituto Brasileiro de Geografia e Estatística, or IBGE.

Population

Number of vehicles estimated based on regression analysis of historical data between the number of vehicles and GDP

per capita, according to information disclosed by and/or discussed with Ipiranga.

No. of Vehicles

Volume of gasoline and ethanol estimated based on the number of vehicles resulting from the regression analysis and

estimate of consumption per vehicle, according to information disclosed by and/or discussed with Ipiranga.

Volume of diesel fuel estimated based on regression analysis of historical data between number of vehicles and GDP.

Volume

Contribution margin by product estimated based on historical margins of the company.

Maintenance of the compound margin of gasoline and ethanol in actual terms, according to information disclosed by

and/or discussed with Ipiranga.

Other products consider the constant margin in actual terms, according to information disclosed by and/or discussed

with Ipiranga.

Contribution

Margin by Product

Straight-line gain of 200bps of market share during 5 years starting in 2008, according to information disclosed by

and/or discussed with Ipiranga.

Market Share

Net Revenue increase is driven by market growth, increase in market share and contribution margin by product.

Net Revenue

Source: Information disclosed by and/or discussed with Ipiranga.

CONFIDENTIAL

51

CONFIDENTIAL

Principal Premises

Calculated based on tax rates projected by CBPI and consistent with historical rates and with the future expectations of

the company.

Income Tax and

Social

Contribution

Projection based on the maintenance of the average maturity of current assets and liabilities as of September 30, 2007,

according to information disclosed by and/or discussed with Ipiranga.

Working Capital

Investment

of

R$14.8

per

m 

for

the

years

in

which

the

company

maintains

its

market

share

and

of

R$18.0

per

m 

in

th

e years

in

which

there

is

an

increase

in

market

share,

according

to

information

disclosed

by

and/or

discussed

with

Ipiranga.

Capital

Expenditures

Discount

rate

calculated

based

on:

(i)

unleveraged

beta

of

comparable

companies;

(ii)

optimum

capital

structure

based

on

comparable

companies

in

the

industry

and

discussions

held

with

Ipiranga’s

management;

(iii)

country

risk;

and

(iv)

estimated

cost

of

debt

net

of

income

tax

and

social

contribution

benefits.

Discount Rate

Gordon Perpetuity growth model.

Terminal value: based on normalized cash flow for 2017. It considers a growth rate of 3.0% in actual perpetuity terms.

Terminal Value

Calculated

based

on

the

depreciation

schedule

of

property,

plant

and

equipment,

considering

an

average

amortization

period

of

approximately

10

years

for

fixed

assets

and

of

5

years

for

goodwill,

according

to

information

disclosed

by

and/or

discussed

with

Ipiranga.

Depreciation and

Amortization

Some fixed expenses are adjusted for inflation and some are based on volumes, according to information disclosed by

and/or discussed with Ipiranga.

General and

Administrative

Expenses

Expenses calculated based on volume sold, according to information disclosed by and/or discussed with Ipiranga.

Selling Expenses

Source: Information disclosed by and/or discussed with Ipiranga.

3

3

52

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Perp.

EBIT

164

194

200

212

228

247

275

313

378

437

404

(-) Taxes

(43)

(51)

(52)

(56)

(60)

(65)

(72)

(82)

(99)

(115)

(106)

Effective Tax Rate

(26.2%)

(26.2%)

(26.2%)

(26.2%)

(26.2%)

(26.2%)

(26.2%)

(26.2%)

(26.2%)

(26.2%)

(26.2%)

Operating Profit After Taxes

121

143

147

156

168

182

203

231

279

322

298

(+) Depreciation and Amortization

43

60

79

101

125

152

173

188

179

182

199

(-) Investments

(102)

(140)

(152)

(167)

(186)

(207)

(151)

(164)

(179)

(194)

(199)

(-) Working Capital Variation

(93)

(75)

(87)

(101)

(108)

(119)

(105)

(113)

(122)

(131)

(136)

Free Cash Flow to Firm

(31)

(12)

(13)

(12)

(1)

9

120

141

157

179

162

Results of Discounted Cash Flow

Total Value of the Company

(1)

Implied Multiple (EBITDA 2008)

W

A

C

C

Perpetuity Growth (U.S.$ Nominal)

(in millions of reais)

Source: Information disclosed by and/or discussed with Ipiranga.

(1)

Amounts

translated

into

U.S.

dollars

at

the

selling

rate

on

September

30,

2007

of

R$1.84

to

U.S.$1.00.

Source: Information disclosed by and/or discussed with Ipiranga.

W

A

C

C

Perpetuity Growth (U.S.$ Nominal)

(in millions of U.S. dollars )

Discounted Cash Flow

Source: Information disclosed by and/or discussed with Ipiranga.

0

4.5%

5.0%

5.5%

6.0%

6.5%

12.3%

3.6x

3.8x

4.0x

4.2x

4.5x

11.8%

3.9x

4.1x

4.4x

4.7x

5.1x

11.3%

4.3x

4.6x

4.9x

5.3x

5.7x

10.8%

4.8x

5.1x

5.5x

6.0x

6.6x

10.3%

5.3x

5.7x

6.2x

6.9x

7.6x

CONFIDENTIAL

0

4.5%

5.0%

5.5%

6.0%

6.5%

12.3%

1,693

1,782

1,885

2,005

2,145

11.8%

1,857

1,964

2,088

2,234

2,408

11.3%

2,046

2,176

2,328

2,509

2,728

10.8%

2,267

2,426

2,614

2,843

3,124

10.3%

2,528

2,725

2,963

3,256

3,627

53

81,897

87,563

93,208

99,094

105,225

111,610

118,256

125,171

71,850

76,942

18.9%

18.9%

18.5%

18.1%

17.7%

17.3%

16.9%

19.0%

19.0%

18.9%

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Market Volume

CBPI's Market Share

30.4

32.5

34.5

36.7

38.9

41.2

43.6

46.2

28.5

26.4

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Principal Revenue Premises

Number of Vehicles in Brazil

Source: Information disclosed by and/or discussed with Ipiranga.

Sales Volumes of Principal Products

(1)

and Market Share of CBPI

Source: Information disclosed by and/or discussed with Ipiranga.

(1) Gasoline, Ethanol, Diesel Fuel

(in millions)

(in million of m³, except market share in %)

CONFIDENTIAL

54

28,307

32,385

36,831

41,807

46,259

51,122

56,431

62,223

22,061

24,881

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

0

50

100

150

200

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Principal Revenue Premises (Cont.)

(R$ / m³)

Compound Gross Margin

(1)

Source: Information disclosed by and/or discussed with Ipiranga.

(1) Compound gross margin accounts for gasoline, ethanol and diesel fuel.

126

Net Revenues

Source:  Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

CONFIDENTIAL

55

947

1,074

1,214

1,367

396

475

544

628

723

831

2.0%

2.1%

2.0%

1.9%

1.9%

1.9%

1.8%

2.2%

2.2%

2.0%

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

EBITDA

EBITDA Margin

1,366

1,563

1,777

2,017

2,232

2,467

2,723

3,003

1,201

1,065

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Financial Statements

Gross Profit

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais, except EBITDA margin in %)

EBITDA and EBITDA Margin

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

CONFIDENTIAL

56

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Total Working Capital

1,100

1,240

1,411

1,614

1,835

2,083

2,305

2,548

2,813

3,103

(+) Current Assets

1,563

1,763

2,006

2,295

2,610

2,963

3,278

3,623

3,999

4,410

(-) Current Liabilities

464

523

595

681

775

880

973

1,075

1,186

1,307

(Increase) / Decrease in Working Capital

(181)

(141)

(171)

(203)

(221)

(248)

(222)

(243)

(266)

(290)

154

202

257

317

366

402

391

402

84

112

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

296

337

381

430

319

353

389

429

261

199

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Balance Sheet

CAPEX

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Depreciation and Amortization

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Variation of Net Working Capital

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

CONFIDENTIAL

57

5.3. Distribuidora de Produtos de

Petróleo Ipiranga (DPPI)

CONFIDENTIAL

58

Principal Premises

Estimates published by the Central Bank of Brazil.

Macroeconomic

Population estimated based on a study by Instituto Brasileiro de Geografia e Estatística, or IBGE.

Population

Number of vehicles estimated based on regression analysis of historical data between the number of vehicles and GDP

per capita, according to information disclosed by and/or discussed with Ipiranga.

No. of Vehicles

Volume of gasoline and ethanol estimated based on the number of vehicles resulting from the regression analysis and

estimate of consumption per vehicle, according to information disclosed by and/or discussed with Ipiranga.

Volume of diesel fuel estimated based on regression analysis of historical data between number of vehicles and GDP.

Volume

Contribution margin per product estimated based on historical margins of the company.

Maintenance of the compound margin of gasoline and ethanol in actual terms, according to information disclosed by

and/or discussed with Ipiranga.

Other products consider the constant margin in actual terms, according to information disclosed by and/or discussed

with Ipiranga.

Contribution

Margin per

Product

Sustaining current market share, according to information disclosed by and/or discussed with Ipiranga.

Market Share

Net Revenue is driven by market growth, market share and contribution margin by product.

Net Revenue

Source: Information disclosed by and/or discussed with Ipiranga.

CONFIDENTIAL

59

Principal Premises

Calculated based on tax rates projected by DPPI and consistent with historical rates and future expectations of the

company.

Income Tax and

Social

Contribution

Projection based on the maintenance of the average maturity of current assets and liabilities as of September 30, 2007,

according to information disclosed by and/or discussed with Ipiranga.

Working Capital

Investment

of

R$15.7

per

m

3

throughout

projection

period,

according

to

information

disclosed

by

and/or

discussed

with

Ipiranga.

Capital

Expenditures

Discount

rate

calculated

based

on:

(i)

unleveraged

beta

of

comparable

companies;

(ii)

optimum

capital

structure

based

on

comparable

companies

in

the

industry

and

discussions

held

with

Ipiranga’s

management;

(iii)

country

risk;

and

(iv)

estimated

cost

of

debt

net

of

income

tax

and

social

contribution

benefits.

Discount Rate

Gordon Perpetuity growth model.

Terminal value: based on normalized cash flow for 2017. It considers a growth rate of 3.0% in actual perpetuity terms

for cash flow.

Terminal Value

Calculated

based

on

the

depreciation

schedule

of

property,

plant

and

equipment

and

new

investments,

considering

an

average amortization period of approximately 10 years for fixed assets and of 5 years for goodwill, according to

information disclosed by and/or discussed with Ipiranga.

Depreciation and

Amortization

Some fixed expenses are indexed for inflation and some are indexed to volumes, according to information disclosed by

and/or discussed with Ipiranga.

General and

Administrative

Expenses

Expenses calculated based on volumes sold, according to information disclosed by and/or discussed with Ipiranga.

Selling Expenses

Source: Information disclosed by and/or discussed with Ipiranga.

CONFIDENTIAL

60

0

4.5%

5.0%

5.5%

6.0%

6.5%

12.3%

390

407

427

450

477

11.8%

422

443

467

495

528

11.3%

460

485

514

549

591

10.8%

503

533

570

614

667

10.3%

554

592

637

694

765

Results of Discounted Cash Flow

(in millions of U.S. dollars)

Discounted Cash Flow

Source: Information disclosed by and/or discussed with Ipiranga.

Total Value of the Company

(1)

Implied Multiple (EBITDA 2008)

W

A

C

C

Perpetuity Growth (US$ Nominal)

(in millions of reais)

Source: Information disclosed by and/or discussed with Ipiranga.

(1) Amounts translated into U.S. dollars at the selling rate on September 30, 2007 of R$1.84 to U.S.$1.00.

Source: Information disclosed by and/or discussed with Ipiranga.

W

A

C

C

Perpetuity Growth (US$ Nominal)

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Perp.

EBIT

26

33

35

39

43

48

54

60

70

82

69

(-) Taxes

(7)

(8)

(9)

(10)

(11)

(12)

(14)

(15)

(18)

(21)

(18)

Effective Tax Rate

(25.4%)

(25.4%)

(25.4%)

(25.4%)

(25.4%)

(25.4%)

(25.4%)

(25.4%)

(25.4%)

(25.4%)

(25.4%)

Operating Profit After Taxes

19

25

26

29

32

36

40

44

52

61

51

(+) Depreciation and Amortization

8

10

12

13

15

18

20

22

21

19

21

(-) Investments

(15)

(17)

(18)

(20)

(21)

(23)

(25)

(27)

(29)

(32)

(21)

(-) Working Capital Variation

(12)

(11)

(15)

(17)

(18)

(19)

(21)

(22)

(24)

(25)

(17)

Free Cash Flow to Firm

1

6

5

5

9

11

14

17

20

22

35

0

4.5%

5.0%

5.5%

6.0%

6.5%

12.3%

4.7x

4.9x

5.1x

5.4x

5.7x

11.8%

5.0x

5.3x

5.6x

5.9x

6.3x

11.3%

5.5x

5.8x

6.1x

6.5x

7.0x

10.8%

6.0x

6.4x

6.8x

7.3x

8.0x

10.3%

6.6x

7.1x

7.6x

8.3x

9.1x

CONFIDENTIAL

61

30.5

32.5

34.6

36.7

39.0

41.3

43.7

46.2

28.5

26.4

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Principal Revenue Premises

Number of Vehicles in Brazil

Source: Information disclosed by and/or discussed with Ipiranga.

Sales Volumes of Principal Products

(1)

and Market Share of DPPI

(in millions)

CONFIDENTIAL

81,897

87,563

93,208

99,094

105,225

111,610

118,256

125,171

71,850

77,052

2.3%

2.3%

2.3%

2.3%

2.3%

2.4%

2.4%

2.3%

2.3%

2.3%

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Market Volume

DPPI’s

Market Share

Source: Information disclosed by and/or discussed with Ipiranga.

(1) Gasoline, Ethanol, Diesel Fuel

(in

millions

of

m²,

except

market

share

in

%)

62

3,994

4,416

4,861

5,346

5,875

6,452

7,081

7,766

3,360

3,644

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

0

40

80

120

160

200

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Principal Revenue Premises (Cont.)

(R$ / m³)

Compound Gross Margin

Source: Information disclosed by and/or discussed with Ipiranga.

160

Net Revenues

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

CONFIDENTIAL

63

217

192

169

148

129

112

96

84

67

244

3.0%

2.9%

2.8%

3.1%

3.1%

2.0%

2.3%

2.4%

2.5%

2.7%

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

EBITDA

EBITDA Margin

235

259

285

314

345

379

416

214

197

456

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Financial Statements

Gross Profit

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais, except EBITDA margin in %)

EBITDA and EBITDA Margin

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

CONFIDENTIAL

64

22

27

31

36

41

46

44

39

16

19

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

34

38

42

46

51

56

61

67

31

28

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Balance Sheet

CAPEX

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions

of reais)

Depreciation and Amortization

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Variation of Net Working Capital

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Total Working Capital

280

304

333

368

405

446

490

538

591

649

(+) Current Assets

309

336

368

407

448

492

541

594

652

715

(-) Current Liabilities

30

32

35

39

42

46

51

56

61

66

(Increase) / Decrease in Working Capital

(23)

(24)

(29)

(35)

(37)

(41)

(44)

(48)

(53)

(58)

CONFIDENTIAL

65

5.4. AM/PM

CONFIDENTIAL

66

Principal Premises

Estimates published by the Central Bank of Brazil.

Macroeconomic

Considers

increase

in

number

of

stores,

according

to

information

disclosed

by

and/or

discussed

with

Ipiranga.

No. of Stores

Revenue

per

store

considering

existing

and

new

stores,

according

to

information

disclosed

by

and/or

discussed

with

Ipiranga. This premise was not independently confirmed.

Revenue per

Store

Calculated based on historical percentage of royalties, revenue from rent of owned gas stations and additional revenue

from amounts paid by suppliers for the use of promotional space in the stores.

Net Revenue

Some fixed expenses indexed to inflation, and some are indexed to volume, according to information disclosed by

and/or discussed with Ipiranga.

Selling Expenses

Calculated

based

on

the

depreciation

schedule

of

property,

plant

and

equipment

and

new

investments,

according

to

information disclosed by and/or discussed with Ipiranga.

Depreciation and

Amortization

Source: Information disclosed by and/or discussed with Ipiranga.

CONFIDENTIAL

67

Principal Premises

Investment in expansion and maintenance of R$45 thousand per store (new + existing), according to information

disclosed by and/or discussed with Ipiranga.

Capital

Expenditures

Discount

rate

calculated

based

on:

(i)

unleveraged

beta

of

comparable

companies;

(ii)

optimum

capital

structure

based

on

comparable

companies

in

the

industry

and

discussions

held

with

Ipiranga’s

management;

(iii)

country

risk;

and

(iv)

estimated

cost

of

debt

net

of

income

tax

and

social

contribution

benefits.

Discount Rate

Gordon Perpetuity growth model.

Terminal value: based on normalized cash flow for 2017. It considers a growth rate of 1.0% in actual perpetuity terms

for cash flow.

Terminal Value

Projection based on the maintenance of average maturity of current assets and liabilities as of September 30, 2007,

according to information disclosed by and/or discussed with Ipiranga.

Working Capital

Assumes taxable income will be calculated based on the presumed method until 2009 and income tax and social

contribution at a rate of 34% of taxable income from then on, according to standard financial statements of the

Company, consistent with historical rates and expectations of the Company.

Income Tax and

Social

Contribution

Source: Information disclosed by and/or discussed with Ipiranga.

CONFIDENTIAL

68

Results of Discounted Cash Flow

(in millions of U.S. dollars)

Discounted Cash Flow

Source: Information disclosed by and/or discussed with Ipiranga.

Total Value of the Company

(1)

Implied Multiple (EBITDA 2008)

W

A

C

C

Perpetuity Growth

(US$ Nominal)

(in millions of reais)

Source: Information disclosed by and/or discussed with Ipiranga.

(1)

Amounts

translated

into

U.S.

dollars

at

the

selling

rate

on

September

30,

2007

of

R$1.84

to

U.S.$1.00

Source: Information disclosed by and/or discussed with Ipiranga.

W

A

C

C

Perpetuity Growth

(US$ Nominal)

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Perp.

EBIT

15

17

18

19

20

21

21

22

23

24

24

(-) Taxes

(2)

(3)

(3)

(6)

(7)

(7)

(7)

(8)

(8)

(8)

(8)

Effective Tax Rate

(15.6%)

(15.6%)

(15.6%)

(34.0%)

(34.0%)

(34.0%)

(34.0%)

(34.0%)

(34.0%)

(34.0%)

(34.0%)

Operating Profit After Taxes

13

14

15

12

13

14

14

15

15

16

16

(+) Depreciation and Amortization

1

1

2

2

2

2

2

3

3

3

3

(-) Investments

(2)

(3)

(3)

(3)

(3)

(4)

(4)

(4)

(4)

(4)

(3)

(-) Working Capital Variation

1

(0)

(0)

(0)

(0)

(0)

(0)

(0)

(0)

(0)

(0)

Free Cash Flow to Firm

13

13

13

11

11

12

13

13

14

14

16

0

2.5%

3.0%

3.5%

4.0%

4.5%

12.2%

235

241

248

256

265

11.7%

249

256

264

273

284

11.2%

264

272

282

293

306

10.7%

281

291

303

316

331

10.2%

301

313

326

342

361

0

2.5%

3.0%

3.5%

4.0%

4.5%

12.2%

6.9x

7.1x

7.3x

7.6x

7.8x

11.7%

7.3x

7.6x

7.8x

8.1x

8.4x

11.2%

7.8x

8.0x

8.3x

8.7x

9.0x

10.7%

8.3x

8.6x

8.9x

9.3x

9.8x

10.2%

8.9x

9.2x

9.6x

10.1x

10.7x

CONFIDENTIAL

69

46

50

54

58

61

65

68

72

40

41

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Principal Revenue Premises

Number of Franchises

Source: Information disclosed by and/or discussed with Ipiranga.

Net Revenues

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

CONFIDENTIAL

1,269

1,339

1,389

1,429

1,459

1,489

1,519

1,549

1,189

1,099

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

70

50

53

56

59

32

34

38

41

44

47

82.1%

82.1%

82.0%

81.9%

81.9%

81.7%

81.5%

82.1%

82.1%

82.0%

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

EBITDA

EBITDA Margin

43

47

50

54

57

60

63

66

39

37

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Financial Statements

Gross Profit

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais, except EBITDA margin in %)

EBITDA and EBITDA Margin

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

CONFIDENTIAL

71

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Total Working Capital

3

4

4

4

4

4

5

5

5

5

(+) Current Assets

11

12

13

14

15

16

17

18

19

20

(-) Current Liabilities

8

8

9

10

11

12

13

14

14

15

(Increase) / Decrease in Working Capital

3

(0)

(0)

(0)

(0)

(0)

(0)

(0)

(0)

(0)

3

3

4

4

5

6

6

7

2

3

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

6

6

7

8

8

9

9

10

5

4

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Balance Sheet

CAPEX

Source: information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Depreciation and Amortization

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Variation of Net Working Capital

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

CONFIDENTIAL

72

5.5. Copesul

CONFIDENTIAL

73

Principal Premises

Estimates published by the Central Bank of Brazil.

Macroeconomic

Does not consider increase in production capacity.

Capacity utilization of 97.7% in the years without a work stoppage and 93.0% in years with a work stoppage (2008,

2011 and 2014).

Capacity and

Volume

Price per product (ethylene, propylene, benzene, butadiene, toluene, mixed xylenes, ETBE / MTBE and gasoline),

according to data estimated by CMAI, adjusted for historical prices of Copesul.

Price of ethylene and propylene calculated based on margin sharing.

Margin

sharing

reflects

an

agreement

between

Copesul

and

second-generation

companies

in

the

petrochemical

complex

in

Triunfo,

Rio

Grande

do

Sul

designed

to

share

the

margin

on

sales

of

second

generation

petrochemicals

among

first

and

second

generation

petrochemical

companies.

Price

Net Revenue calculated based on price curve and volume by product sold.

Net Revenue

Some fixed expenses indexed to inflation, and some are indexed to volume, according to information disclosed by

and/or discussed with Ipiranga.

Selling Expenses

Cost calculated based on naphtha's price curve, according to data estimated by CMAI and the historical consumption

rate of the company, as well as other historical costs.

CMV

Calculated based on current expenses and adjusted for projected inflation.

General and

Administrative

Expenses

Source: Information disclosed by and/or discussed with Ipiranga.

CONFIDENTIAL

74

Principal Premises

Projection based on the maintenance of the average maturity of current assets and liabilities as of September 30, 2007,

according to information disclosed by and/or discussed with Ipiranga.

Working Capital

Investment for maintenance estimated based on the company’s investment plan, according to information disclosed by

and/or discussed with Ipiranga.

Does not consider investments to increase production capacity.

Capital

Expenditures

Discount

rate

calculated

based

on:

(i)

unleveraged

beta

of

comparable

companies;

(ii)

optimum

capital

structure

based

on

comparable

companies

in

the

industry

and

discussions

held

with

Ipiranga’s

management;

(iii)

country

risk;

and

(iv)

estimated

cost

of

debt

net

of

income

tax

and

social

contribution

benefits.

Discount Rate

Gordon Perpetuity growth model.

Terminal value: based on normalized cash flow for 2017. It considers a growth rate of 2.0% in actual perpetuity terms

for cash flow.

Terminal Value

Calculated based on tax rates projected by the Company and consistent with historical rates and future expectations of

the company.

Income Tax and

Social

Contribution

Calculated

based

on

the

depreciation

schedule

of

property,

plant

and

equipment

and

new

investments,

according

to

information disclosed by and/or discussed with Ipiranga.

Depreciation and

Amortization

Source: Information disclosed by and/or discussed with Ipiranga.

CONFIDENTIAL

75

CONFIDENTIAL

Results of Discounted Cash Flow

(in millions of U.S.$)

Discounted Cash Flow

Source: Information disclosed by and/or discussed with Ipiranga.

Total Value of the Company

(1)

Implied Multiple (Normalized EBITDA)

W

A

C

C

Perpetuity Growth

(US$ Nominal)

(in millions of reais)

Source: Information disclosed by and/or discussed with Ipiranga.

(1)

Amounts

translated

into

U.S.

dollars

at

the

selling

rate

on

September

30,

2007

of

R$1.84

to

U.S.$1.00

Source: Information disclosed by and/or discussed with Ipiranga.

W

A

C

C

Perpetuity Growth

(US$ Nominal)

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Perp.

EBIT

428

332

165

83

63

232

328

410

514

449

400

(-) Taxes

(140)

(109)

(54)

(27)

(21)

(76)

(107)

(134)

(168)

(147)

(131)

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%)

Operating Profit After Taxes

288

223

111

56

42

156

220

275

346

302

269

(+) Depreciation and Amortization

118

139

139

139

140

35

39

45

50

52

57

(-) Investments

(83)

(90)

(43)

(43)

(89)

(43)

(43)

(89)

(43)

(43)

(57)

(-) Working Capital Variation

21

76

8

8

8

(10)

(11)

(4)

(19)

(3)

6

Free Cash Flow to Firm

344

349

216

161

101

138

206

227

334

308

275

0

1.5%

2.0%

2.5%

3.0%

3.5%

11.8%

4,055

4,144

4,243

4,354

4,477

11.3%

4,267

4,370

4,485

4,614

4,759

10.8%

4,502

4,622

4,756

4,907

5,080

10.3%

4,764

4,904

5,062

5,242

5,448

9.8%

5,059

5,224

5,411

5,626

5,876

0

1.5%

2.0%

2.5%

3.0%

3.5%

11.8%

4.0x

4.0x

4.1x

4.2x

4.4x

11.3%

4.2x

4.3x

4.4x

4.5x

4.6x

10.8%

4.4x

4.5x

4.6x

4.8x

5.0x

10.3%

4.7x

4.8x

4.9x

5.1x

5.3x

9.8%

4.9x

5.1x

5.3x

5.5x

5.7x

76

CONFIDENTIAL

0.0

0.5

1.0

1.5

2.0

2.5

3.0

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Ethylene

Propylene

Benzene

Butadiene

Toluene

Other

400

600

800

1,000

1,200

1,400

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Ethylene

Propylene

Benzene

Butadiene

Toluene

Mixed Xylenes

ETBE / MTBE

Gasoline

Principal Revenue Premises (Cont.)

Volume

Source: Information disclosed by and/or discussed with Ipiranga.

(in US$ per ton)

Price Curve by Product

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of tons)

77

CONFIDENTIAL

4,344

4,256

4,083

4,132

4,304

4,297

4,697

4,907

6,031

4,326

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

4,786

4,548

4,339

4,748

5,137

5,322

5,972

6,060

7,013

5,061

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Financial Statements

Net Revenues

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Cost of Goods Sold

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

78

CONFIDENTIAL

593

774

974

1,229

1,107

1,080

876

447

416

555

15.1%

18.3%

15.4%

17.3%

12.4%

9.8%

9.6%

11.7%

20.6%

18.3%

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

EBITDA

EBITDA Margin

443

292

256

616

833

1,025

1,275

1,153

981

735

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Financial Statements

Gross Profit

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais, except EBITDA margin in %)

EBITDA and EBITDA Margin

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

79

CONFIDENTIAL

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Total Working Capital

473

332

316

299

283

304

326

334

375

383

(+) Current Assets

896

631

618

599

573

598

633

642

710

732

(-) Current Liabilities

423

299

303

299

290

295

307

308

335

350

(Increase) / Decrease in Working Capital

42

141

16

16

16

(21)

(23)

(8)

(41)

(8)

271

280

286

73

82

96

110

115

231

259

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

83

86

183

89

90

192

93

94

163

167

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Balance Sheet

CAPEX

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Depreciation and Amortization

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Variation of Net Working Capital

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

CONFIDENTIAL

80

5.6. Ipiranga Petroquímica

81

CONFIDENTIAL

Principal Premises

Estimates published by the Central Bank of Brazil.

Macroeconomic

Does not consider an increase in production capacity.

Maintains volume sold and average of sales mix for 2006 and 2007.

Capacity and

Volume

Price per product (HDPE, LDPE and polypropylene) based on estimates by CMAI, adjusted for historical prices of the

Company.

Sales

price

in

the

domestic

market

is

adjusted

based

on

costs

to

import

the

product

and

a

safety

margin.

Price

Net Revenue calculated based on the price curve of volumes sold by product.

Net Revenue

Cost calculated based on the price curve of ethylene and propylene, according to estimates by CMAI and the historical

consumption rate of the Company, as well as other historical costs.

CMV

Some fixed expenses are indexed to inflation, and some are indexed to volume, according to information disclosed by

and/or discussed with Ipiranga.

Selling Expenses

Calculated based on current expenses adjusted for inflation.

General and

Administrative

Expenses

Source: according to information disclosed by and/or discussed with Ipiranga.

82

CONFIDENTIAL

Principal Premises

Projection based on the maintenance of the average maturity of current assets and liabilities as of September 30, 2007,

according to information disclosed by and/or discussed with Ipiranga.

Working Capital

Investments for maintenance estimated according to information disclosed by and/or discussed with Ipiranga.

Does not consider investments to increase production capacity.

Capital

Expenditures

Discount

rate

calculated

based

on:

(i)

unleveraged

beta

of

comparable

companies;

(ii)

optimum

capital

structure

based

on

comparable

companies

in

the

industry

and

discussions

held

with

Ipiranga’s

management;

(iii)

country

risk;

and

(iv)

estimated

cost

of

debt

net

of

income

tax

and

social

contribution

benefits.

Discount Rate

Gordon Perpetuity growth model.

Terminal value: based on normalized cash flow for 2017. It considers a growth rate of 0% in actual perpetuity terms for

cash flow.

Terminal Value

Calculated based on tax rates projected by the Company and consistent with historical rates and future expectations of

the Company.

Income Tax and

Social

Contribution

Calculated

based

on

the

depreciation

schedule

of

property,

plant

and

equipment

and

new

investments,

according

to

information disclosed by and/or discussed with Ipiranga.

Depreciation and

Amortization

Source: Information disclosed by and/or discussed with Ipiranga.

83

CONFIDENTIAL

Results of Discounted Cash Flow

(in millions of U.S$)

Discounted Cash Flow

Source: Information disclosed by and/or discussed with Ipiranga.

Total Value of the Company

(1)

Implied Multiple (Normalized EBITDA)

W

A

C

C

Perpetuity Growth

(Nominal US$)

(in millions of reais)

Source: Information disclosed by and/or discussed with Ipiranga.

(1) Amount translated into U.S. dollars at the selling rate on September 30, 2007 of R$1.84 to U.S.$1.00.

Source: Information disclosed by and/or discussed with Ipiranga.

W

A

C

C

Perpetuity Growth

(Nominal US$)

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Perp.

EBIT

143

29

66

52

49

52

97

155

159

137

91

(-) Taxes

(36)

(7)

(17)

(13)

(12)

(13)

(24)

(39)

(40)

(34)

(23)

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%)

Operating Profit After Taxes

107

22

50

39

37

39

73

116

119

103

68

(+) Depreciation and Amortization

17

19

18

19

19

19

20

20

20

21

21

(-) Investments

(6)

(6)

(6)

(7)

(7)

(7)

(7)

(7)

(7)

(7)

(21)

(-) Working Capital Variation

(16)

24

(12)

1

1

1

(6)

(8)

2

4

(1)

Free Cash Flow to Firm

103

58

50

52

50

53

80

121

134

121

67

0

1.5%

2.0%

2.5%

3.0%

3.5%

11.9%

1,152

1,173

1,196

1,222

1,251

11.4%

1,208

1,233

1,260

1,290

1,324

10.9%

1,271

1,299

1,330

1,366

1,406

10.4%

1,339

1,372

1,409

1,451

1,499

9.9%

1,416

1,455

1,498

1,548

1,606

0

1.5%

2.0%

2.5%

3.0%

3.5%

11.9%

4.6x

4.7x

4.8x

4.9x

5.0x

11.4%

4.8x

4.9x

5.0x

5.1x

5.3x

10.9%

5.1x

5.2x

5.3x

5.4x

5.6x

10.4%

5.3x

5.5x

5.6x

5.8x

6.0x

9.9%

5.6x

5.8x

6.0x

6.2x

6.4x

84

CONFIDENTIAL

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Polyethylene

Polypropylene

617

617

617

617

617

617

617

617

617

617

500

700

900

1,100

1,300

1,500

1,700

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

High Density Polyethylene

Polypropylene

Low Density Polyethylene

Principal Revenue Premises

Volume

Source: Information disclosed by and/or discussed with Ipiranga.

(in US$ per ton)

Price Curve by Product

Source: Information disclosed by and/or discussed with Ipiranga.

(in thousands of tons)

85

CONFIDENTIAL

1,435

1,371

1,381

1,448

1,575

1,723

1,846

1,868

1,658

1,572

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

1,673

1,586

1,594

1,675

1,907

2,191

2,336

2,318

1,731

2,050

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Financial Statements

Net Revenues

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Cost of Goods Sold

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

86

CONFIDENTIAL

166

143

247

374

391

349

149

139

89

309

12.9%

17.1%

8.9%

15.1%

16.7%

15.1%

5.1%

9.9%

9.0%

8.7%

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

EBITDA

EBITDA Margin

238

215

214

227

332

468

490

450

159

392

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Financial Statements

Gross Profit

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais, except EBITDA margin in %)

EBITDA and EBITDA Margin

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

87

CONFIDENTIAL

36

37

39

40

42

43

45

45

34

35

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

13

13

14

14

15

15

16

17

12

12

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Balance Sheet

CAPEX

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Depreciation and Amortization

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

Variation of Net Working Capital

Source: Information disclosed by and/or discussed with Ipiranga.

(in millions of reais)

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

2015E

2016E

Total Working Capital

(34)

(79)

(56)

(58)

(59)

(61)

(49)

(33)

(37)

(47)

(+) Current Assets

594

521

494

469

472

496

556

629

672

671

(-) Current Liabilities

628

600

550

527

531

557

605

662

708

717

Net Working Capital Variation

(Increase/Decrease in Working Capital)

(31)

45

(23)

1

1

2

(12)

(17)

4

10

CONFIDENTIAL

88

5.7. Other Companies

89

CONFIDENTIAL

Valuation Summary –

Other Companies

Valuation of the company based on market multiples.

Normalized EBITDA based on historical results of the Company.

4

5.6x

Refinaria de Petróleo

Ipiranga (RIPI)

Company

Overview

TEV

(in millions of

reais)

TEV

EBITDA 2007

Valuation of the company based on historical multiples of comparable

transactions.

Normalized EBITDA based on historical results of the Company.

139

8.2x

Ipiranga Química (IQ)

Valuation of the company based on market multiples for companies

that

produce chemicals and commodities.

Normalized EBITDA based on historical results of the Company.

25

7.0x

Empresa Carioca de

Produtos Químicos

(EMCA)

Valuation of the company based on historical multiples of comparable

transactions.

Normalized EBITDA based on historical results of the Company.

33

6.9x

Ipiranga Asfaltos S.A.

(IASA)

Valuation of the company based on implied multiple of 2007 generated by

discounted cash flow from DPPI.

Normalized EBITDA based on historical results of the Company.

146

7.7x

Isa Sul Administração

e Participação Ltda.

Source: Information disclosed by and/or discussed with Ipiranga.

90

6. Conclusions

CONFIDENTIAL

91

CONFIDENTIAL

Conclusions

Price range per share based on

economic value (in reais per share)

-5%

Mid-Point

+5%

CBPI

27.65

29.11

30.57

DPPI

42.00

44.21

46.42

RIPI

50.90

53.58

56.26

Ultrapar

64.50

67.90

71.29

CONFIDENTIAL

92

Annex I. Comparable Public

Company Analysis

93

CONFIDENTIAL

Comparable Public Company Analysis

(US$ millions, except per share info)

Price per Share

Equity

Net

Firm

FV/EBITDA

P/E

Company

Country

as of 5-Nov-07

Value

Debt

Value

2006A

2007E

2008E

2006A

2007E

2008E

Commodities

Nova Chemicals

Canada

35.06

2,908

1,700

4,608

7.6x

5.4x

5.7x

nm

9.3x

10.8x

Basf

Germany

134.36

65,901

13,351

79,252

5.7x

5.3x

5.3x

14.2x

11.5x

12.4x

Westlake

US

22.45

1,467

218

1,685

4.4x

5.2x

5.4x

7.5x

10.9x

11.2x

Dow

US

43.57

41,784

7,772

49,556

6.7x

7.0x

6.9x

11.2x

11.5x

11.7x

Lyondell

US

47.24

11,973

6,002

17,975

8.7x

6.8x

6.9x

64.4x

16.4x

12.9x

Braskem

Brazil

9.09

3,230

3,397

6,627

8.6x

4.6x

6.9x

55.7x

25.7x

19.8x

Suzano Petroquímica

Brazil

5.50

1,247

751

1,998

18.8x

9.7x

8.9x

131.0x

14.2x

26.2x

Petroquímica União

Brazil

8.80

882

275

1,157

7.3x

NA

NA

10.5x

9.9x

8.9x

Mean

8.5x

6.3x

6.6x

42.1x

13.7x

14.2x

Median

7.4x

5.4x

6.9x

14.2x

11.5x

12.0x

Max.

18.8x

9.7x

8.9x

131.0x

25.7x

26.2x

Min.

4.4x

4.6x

5.3x

7.5x

9.3x

8.9x

Specialty Chemicals

Croda

England

13.32

1,814

801

2,615

15.5x

10.2x

9.0x

23.9x

16.8x

14.8x

Clariant

Switzerland

12.41

2,856

1,502

4,358

6.0x

6.2x

5.8x

25.1x

12.2x

9.9x

Rhodia

France

37.23

3,736

2,285

6,021

6.3x

5.3x

4.6x

23.3x

13.3x

7.0x

Lubrizol

US

64.17

4,428

928

5,356

15.6x

8.6x

8.0x

41.9x

16.1x

14.8x

Huntsman

US

26.14

5,774

3,616

9,390

7.6x

9.1x

8.3x

25.1x

19.1x

14.1x

Celanese

US

41.60

6,209

2,920

9,129

7.4x

7.4x

7.0x

15.3x

11.5x

10.6x

Mean

9.7x

7.8x

7.1x

25.8x

14.8x

11.9x

Median

7.5x

8.0x

7.5x

24.5x

14.7x

12.3x

Max.

15.6x

10.2x

9.0x

41.9x

19.1x

14.8x

Min.

6.0x

5.3x

4.6x

15.3x

11.5x

7.0x

Refineries

Alon

US

35.84

1,678

401

2,078

8.0x

5.4x

5.2x

10.7x

10.0x

9.1x

Delek

US

22.95

1,177

276

1,454

8.2x

6.0x

6.8x

12.7x

8.7x

10.4x

Frontier

US

45.60

4,886

(380)

4,505

7.2x

5.5x

7.5x

12.9x

10.2x

13.5x

Mean

7.8x

5.6x

6.5x

12.1x

9.6x

11.0x

Median

8.0x

5.5x

6.8x

12.7x

10.0x

10.4x

Max.

8.2x

6.0x

7.5x

12.9x

10.2x

13.5x

Min.

7.2x

5.4x

5.2x

10.7x

8.7x

9.1x

Source: Company reports and Bloomberg (market consensus)

Share prices as of 5 November 2007

Note: FV/EBITDA and P/E multiples calculated in local currency

CONFIDENTIAL

94

Annex II. Comparable Precedent

Transaction Analysis

95

CONFIDENTIAL

6.9x

4.4x

9.3x

9.7x

6.4x

8.7x

5.4x

12.5x

9.1x

15.2x

6.7x

6.2x

7.4x

8.1x

7.6x

8.4x

5.7x

5.8x

5.8x

8.0x

9.4x

6.3x

(2)

SABIC /

DSM

MatlinPatterson

/ Huntsman

Bain /

Celanese

– Trespaphan

Business

Superior /

Sterling (Pulp

Chemicals)

LBO France /

Materis

Bain /

Brenntag

Koch /

Invista

Blackstone /

Celanese

Lyondell /

Millennium

Lion / PolyOne

(Elastomers &

Additives)

Oxy /

Vulcan

Celanese /

Acetex

Access /

Basell

Ineos /

Innovene

TPC /

Huntsman

(Butadiene)

Georgia Gulf /

Royal Group

SABIC /

Huntsman

European

Commodities

Business

Advent /

Celanese Oxo Huntsman US

Products

Koch /

Commodities

Business

National

Titanium

Dioxide Co /

Lyondell TiO2

Business

Olin /

Pioneer

Companies

Basell /

Lyondell

Comparable Precedent Transaction Analysis

Commodities

Multiples of Value / LTM EBITDA

(local currency in millions)

Note:

Yellow bars show acquisitions made by financial investors. Average multiples of strategic investors were calculated considering a multiple of 6.0x for the SABIC / Huntsman transaction.

(1)

Date of announcement; transaction still pending.

(2)

Multiple 6.0x based on normalized LTM EBITDA.

(3)

Based on combined EBITDA of €100 million (considering absence of debt of E-Oxo).

Average Multiple -

Strategic:  8.5x

Average Multiple -

Financial:  7.2x

Acquisition

Value:

€2,075

$3,876

€200

$375

€1,100

€1,394

$4,400

€3,100

$2,300

$120

$214

$492

€4,400

$9,000

$275

$1,556

$700

$630

$761      $1,200       $93     $19,880

Date:

3-Apr

18-Jun

31-Oct

13-Nov

23-Sep

12-Nov

17-Nov

16-Dec

30-Mar

29-Jun

12-Oct

27-Oct

5-May

7-Oct

24-Feb

9-Jun

28-Sep

31-Dec

(1)

15-Feb

(1)

26-Feb

(1)

21-Apr

(1)

17Jul

(1)

2002

2003

2004

2005

2006

2007

(3)

Source: Factset and Bloomberg.

96

9.6x

11.5x

9.0x

9.0x

16.0x

16.2x

9.2x

8.4x

10.4x

12.1x

10.0x

8.0x

10.5x

10.3x

8.8x

9.9x

11.7x

9.3x

8.9x

11.0x

8.8x

7.8x

7.0x

8.3x

10.9x

9.3x

GE Specialty

Materials/

Betz

Dearborn

DSM/

Roche

Vitamins

and F.C.

UCB/

Solutia

Additives

and Resins

Lubrizol/

Noveon

GE/

Crompton

OSI

Albemarle/

Akzo

Catalysts

Cytec/

UCB

Resins

Henkel/

Sovereign

DSM/

Avecia

NeoResins

Crompton/ Macquarie/

Great

Lakes

Dyno Nobel

BASF/

Degussa

Const.

Chem

Ashland/

Degussa

Water

Treat.

BASF/

Johnson

Polymer

BASF/

Engelhard

Linde/

BOC

Croda/

Uniqema

Kemira/

Cytec

Water

Treatment/

Acrylamide

Monsanto/

Delta

& Pine

Lonza/

Cambrex

Research

Bioproducts

& Microbial

Givaudan/

Quest

Int'l

Airgas/

Linde US

Bulk Gas

Business

Dow

Chemical/

Wolff

Walsrode

Sabic/

GE

Plastics

ICL/

Supresta

Hexion/

Huntsman

(1)

Date of announcement; transaction still pending.

Average: 10.1x

2002

2003

2004

2005

2006

2007

Comparable Precedent Transaction Analysis

Chemical Specialties

Multiples of Value / LTM EBITDA

(local currency in millions)

Source: Factset and Bloomberg

CONFIDENTIAL

Acquisitions

Amount:

$1,800

CHF3,500

$510

$1,840

$1,050

$625

$1,361

$575

$515

$1,800

$1,700

$2,800

$144

$470

$5,212

£9,608

$410

$240

$1,500

€

367

£1,200

$495

$585

$11,600

$352

$10,600

Date:

2/12

9/3

12/5

4/16

4/28

4/20

10/1

10/6

12/14

3/9

9/19

3/1

3/30

5/2

5/30

6/3

6/29

6/17

8/15

(1)

10/26

(1)

11/20

(1)

11/22

(1)

12/19

5/21

(1)

6/24

(1)

7/9

(1)

97

CONFIDENTIAL

Comparable Precedent Transaction Analysis

Distributors of Chemical Products

Multiples of Value / LTM EBITDA

(local currency in millions)

2000

2001

2007

Average: 8.2x

Source: Factset and Bloomberg

9.3x

6.1x

8.8x

8.5x

ChemCentral

-

Univar

Ellis & Evirard

-

Vopak

Distribution

INT Muellor

Chemical -

NIB

Capital

HCI -

Brenntag

$306

$228

$480

$650

98

CONFIDENTIAL

Comparable Precedent Transaction Analysis

Producers of Tar

Multiples of Value / LTM EBITDA

(local currency in millions)

$146

Average: 6.9x

Source: Factset and Bloomberg

1999

2000

2001

2002

2003

$422

$362

$172

$138

$648

$177

$155

5.6x

8.0x

5.7x

5.9x

7.3x

8.8x

6.3x

7.3x

Dell Contractors

and Millington

Quarry / CRH

Thompson-

McCully

/ CR%H

The Shelly

Company / CRH

Northern Ohio

Paving and

Dolomite Group /

CRH

Mount Hope Rock

Products / CRH

Kiewit Materials /

CSR

SE Johnson /

CRH

Better Materials

Corp. / Hanson

Building Materials

CONFIDENTIAL

99

Annex III. Share Price Evolution

on the BVSP

100

CONFIDENTIAL

Ultrapar

Weighted Average Price of the Shares on the BVSP

Price

of

Ultrapar’s

preferred

shares

(UGPA4)

on

the

BVSP

(past

12

months)

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0

Oct-06

Dec-06

Feb-07

Apr-07

Jun-07

Aug-07

Oct-07

0

5

10

15

20

25

30

35

40

Volume (BRL)

Price (BRL)

Ultrapar PN

Max.

75.40

Min.

40.90

VWAP

59.39

101

CONFIDENTIAL

CBPI

Weighted Average Price of the Shares on the BVSP

Price of common and preferred shares of Companhia Brasileira de Petróleo Ipiranga (PTIP4) on

the

BVSP

(past

12

months

–

from

October

31,

2006

to

October

31,

2007)

102

CONFIDENTIAL

RIPI

Weighted Average Price of the Shares on the BVSP

Price of common and preferred shares of Refinaria de Petróleo Ipiranga (RIPI4) on the BVSP

(past 12 months –

from October 31, 2006 to October 31, 2007)

103

CONFIDENTIAL

DPPI

Weighted Average Price of the Shares on the BVSP

Price of common and preferred shares of Distribuidora de Produtos de Petróleo Ipiranga (DPPI4)

on

the

BVSP

(past

12

months

–

from

October

31,

2006

to

October

31,

2007)

CONFIDENTIAL

104

Annex IV. Weighted Average Cost

of Capital (WACC)

105

CONFIDENTIAL

Weighted Average Cost of Capital -

Ultrapar

WACC calculated in nominal U.S. dollars of 9.56% to 9.80% per annum

Assumptions

Effective tax rate

20.3%

Risk free rate

(1)

4.92%

Equity risk premium

(2)

5.12%

Country risk

(3)

1.40%

Capital Structure

Net Debt /

Net Debt /

Unleveraged

Beta

Leverage

Leveraged

Cost of Equity

Equity Risk

Total Capital

Equity Value

Ultrapar

(4)

Rate

Beta

(5)

(Nominal

Terms)

(6)

Premium

30.0%

42.9%

0.732

1.342

0.982

11.3%

5.12%

(2)  Source: Ibbotson.

(3)  Projected market risk premium. Source: Credit Suisse.

(4)

Source:

Barra

Beta.

(5)  Leveraged Beta:  (Unleveraged

Beta * Leverage Rate).

(6)

Cost

of

Equity:

Rf

+

B

*

(

Rm

-

Rf

)

+

Sp.

(7)

WACC:

(Kd

*

(1

-

taxes)

*

(D

/

(D

+

E)

)

)

+

(Ke

*

(E

/

(D

+

E)

)

[Kd

=

Cost

of

Debt;

Ke

=

Cost

of

Equity].

(1)  US Treasury Bond of 30 years. Average of last 3 months ended in 11/01/07. Source: Bloomberg

WACC Calculation

Kd

before taxes

6.25%

6.75%

7.25%

7.75%

8.25%

Kd

after taxes

4.98%

5.38%

5.78%

6.18%

6.58%

WACC

9.44%

9.56%

9.68%

9.80%

9.92%

106

CONFIDENTIAL

Weighted Average Cost of Capital -

CBPI

WACC calculated in nominal U.S. dollars of 11.17% to 11.39% per annum

Assumptions

Effective tax rate

26.2%

Risk free rate

(1)

4.92%

Equity risk premium

(2)

5.12%

Country risk

(3)

1.40%

Capital Structure

Net Debt /

Net Debt /

Unleveraged

Beta

Leverage

Leveraged

Cost of Equity

Equity Risk

Total Capital

Equity Value

CBPI

(4)

Rate

Beta

(5)

(Nominal Terms)

(6)

Premium

30.0%

42.9%

0.995

1.316

1.309

13.0%

5.12%

(2)  Source: Ibbotson.

(3)  Projected market risk premium. Source: Credit Suisse.

(4)

Source:

Barra

Beta.

(5)  Leveraged Beta:  (Unleveraged

Beta * Leverage Rate).

(6)

Cost

of

Equity:

Rf

+

B

*

(

Rm

-

Rf

)

+

Sp.

(7)

WACC:

(Kd

*

(1

-

taxes)

*

(D

/

(D

+

E)

)

)

+

(Ke

*

(E

/

(D

+

E)

)

[Kd

=

Cost

of

Debt;

Ke

=

Cost

of

Equity].

(1)  US Treasury Bond of 30 years. Average of last 3 months ended in 11/01/07. Source: Bloomberg

WACC Calculation

Kd

before taxes

8.79%

9.29%

9.79%

10.29%

10.79%

Kd

after taxes

6.48%

6.85%

7.22%

7.59%

7.96%

WACC

11.06%

11.17%

11.28%

11.39%

11.50%

107

CONFIDENTIAL

Weighted Average Cost of Capital -

DPPI

WACC calculated in nominal U.S. dollars of 11.21% to 11.43% per annum

Assumptions

Effective tax rate

25.4%

Risk free rate

(1)

4.92%

Equity risk premium

(2)

5.12%

Country risk

(3)

1.40%

Capital Structure

Net Debt /

Net Debt /

Unleveraged

Beta

Leverage

Leveraged

Cost of Equity

Equity Risk

Total Capital

Equity Value

DPPI

(4)

Rate

Beta

(5)

(Nominal Terms)

(6)

Premium

30.0%

42.9%

0.995

1.320

1.313

13.0%

5.12%

(2)  Source: Ibbotson.

(3)  Projected market risk premium. Source: Credit Suisse.

(4)

Source:

Barra

Beta.

(5)

Leveraged

Beta:

(Unleveraged

Beta

*

Leverage

Rate).

(6)

Cost

of

Equity:

Rf

+

B

*

(

Rm

-

Rf

)

+

Sp.

(7)

WACC:

(Kd

*

(1

-

taxes)

*

(D

/

(D

+

E)

)

)

+

(Ke

*

(E

/

(D

+

E)

)

[Kd

=

Cost

of

Debt;

Ke

=

Cost

of

Equity].

(1)  US Treasury Bond of 30 years. Average of last 3 months ended in 11/01/07. Source: Bloomberg

WACC Calculation

Kd

before taxes

8.79%

9.29%

9.79%

10.29%

10.79%

Kd

after taxes

6.55%

6.93%

7.30%

7.67%

8.04%

WACC

11.10%

11.21%

11.32%

11.43%

11.54%

108

CONFIDENTIAL

Weighted Average Cost of Capital –

AM/PM

WACC calculated in nominal U.S. dollars of 10.84% to 11.04% per annum

Assumptions

Effective tax rate

34.0%

Risk free rate

(1)

4.92%

Equity risk premium

(2)

5.12%

Country risk

(3)

1.40%

Capital Structure

Net Debt /

Net Debt /

Unleveraged

Beta

Leverage

Leveraged

Cost of Equity

Equity Risk

Total Capital

Equity Value

AM/PM

(4)

Rate

Beta

(5)

(Nominal Terms)

(6)

Premium

30.0%

42.9%

0.995

1.283

1.276

12.9%

5.12%

(2)  Source: Ibbotson.

(3)  Projected market risk premium. Source: Credit Suisse.

(4)  Source: Barra

Beta.

(5)  Leveraged Beta:  (Unleveraged

Beta * Leverage Rate).

(6)  Cost of Equity:  Rf

+  B * ( Rm

-

Rf

) + Sp.

(7)  WACC: (Kd

* (1 -

taxes) * (D / (D + E) ) ) + (Ke

* (E / (D + E) )  [Kd

= Cost of Debt; Ke

=  Cost of Equity].

(1)  US Treasury Bond of 30 years. Average of last 3 months ended in 11/01/07. Source: Bloomberg

WACC Calculation

Kd

before taxes

8.79%

9.29%

9.79%

10.29%

10.79%

Kd

after taxes

5.80%

6.13%

6.46%

6.79%

7.12%

WACC

10.74%

10.84%

10.94%

11.04%

11.13%

109

CONFIDENTIAL

Weighted Average Cost of Capital -

Copesul

WACC calculated in nominal U.S. dollars of 10.73% to 10.83% per annum

Assumptions

Effective tax rate

32.8%

Risk free rate

(1)

4.92%

Equity risk premium

(2)

5.12%

Country risk

(3)

1.40%

Capital Structure

Net Debt /

Net Debt /

Unleveraged

Beta

Leverage

Leveraged

Cost of Equity

Equity Risk

Total Capital

Equity Value

Copesul

(4)

Rate

Beta

(5)

(Nominal Terms)

(6)

Premium

15.0%

17.6%

0.924

1.119

1.034

11.6%

5.12%

(2)  Source: Ibbotson.

(3)  Projected market risk premium. Source: Credit Suisse.

(4)

Source:

Barra

Beta.

(5)  Leveraged Beta:  (Unleveraged

Beta * Leverage Rate).

(6)

Cost

of

Equity:

Rf

+

B

*

(

Rm

-

Rf

)

+

Sp.

(7)

WACC:

(Kd

*

(1

-

taxes)

*

(D

/

(D

+

E)

)

)

+

(Ke

*

(E

/

(D

+

E)

)

[Kd

=

Cost

of

Debt;

Ke

=

Cost

of

Equity].

(1)  US Treasury Bond of 30 years. Average of last 3 months ended in 11/01/07. Source: Bloomberg

WACC Calculation

Kd

before taxes

8.00%

8.50%

9.00%

9.50%

10.00%

Kd

after taxes

5.38%

5.72%

6.05%

6.39%

6.72%

WACC

10.68%

10.73%

10.78%

10.83%

10.88%

110

CONFIDENTIAL

Weighted Average Cost of Capital -

IPQ

WACC calculated in nominal U.S. dollars of 10.88% to 11.00% per annum

Assumptions

Effective tax rate

25.0%

Risk free rate

(1)

4.92%

Equity risk premium

(2)

5.12%

Country risk

(3)

1.40%

Capital Structure

Net Debt /

Net Debt /

Unleveraged

Beta

Leverage

Leveraged

Cost of Equity

Equity Risk

Total Capital

Equity Value

IPQ

(4)

Rate

Beta

(5)

(Nominal Terms)

(6)

Premium

15.0%

17.6%

0.924

1.132

1.047

11.7%

5.12%

(2)  Source: Ibbotson.

(3)  Projected market risk premium. Source: Credit Suisse.

(4)

Source:

Barra

Beta.

(5)  Leveraged Beta:  (Unleveraged

Beta * Leverage Rate).

(6)

Cost

of

Equity:

Rf

+

B

*

(

Rm

-

Rf

)

+

Sp.

(7)

WACC:

(Kd

*

(1

-

taxes)

*

(D

/

(D

+

E)

)

)

+

(Ke

*

(E

/

(D

+

E)

)

[Kd

=

Cost

of

Debt;

Ke

=

Cost

of

Equity].

(1)  US Treasury Bond of 30 years. Average of last 3 months ended in 11/01/07. Source: Bloomberg

WACC Calculation

Kd

before taxes

8.00%

8.50%

9.00%

9.50%

10.00%

Kd

after taxes

6.00%

6.38%

6.75%

7.13%

7.50%

WACC

10.83%

10.88%

10.94%

11.00%

11.05%

CONFIDENTIAL

111

Annex V: Net Debt

112

CONFIDENTIAL

Ultrapar –

Calculation of Net Debt / (Net Cash)

Ultrapar

(

in millions of reais)

Financial Debt

2,261.8

Pension Fund

0.0

Payable / Receivable Dividends

40.2

Credit with Related Parties

0.0

Debt with Related Parties

(5.2)

Export Prepayment Disbursement

0.0

Provision for Contingencies

30.6

Cash and Cash Equivalents

(1,277.6)

Net Debt / (Net Cash)

1,049.73

113

CONFIDENTIAL

Financial Debt                                                  

101.1

Ipiranga -

Calculation of Net Debt / (Net Cash)

Copesul

IPQ

IQ

(in

millions

of

reais)

(in

millions

of

reais)

(in

millions of reais)                                                  

Financial Debt

241.8

Financial Debt

616.5

Pension Fund

8.9

Pension Fund

5.9

Pension Fund                                                    

2.0

Payable / Receivable Dividends

4.2

Payable / Receivable Dividends

0.0

Payable / Receivable Dividends

0.0

Credit with Related Parties

0.0

Credit with Related Parties

0.0

Credit with Related Parties

0.0

Debt with Related Parties

0.0

Debt with Related Parties

0.0

Debt with Related Parties

0.0

Export Prepayment Disbursement

17.3

Export Prepayment Disbursement

155.9

Export Prepayment Disbursement

0.0

Provision for Contingencies

32.3

Provision for Contingencies

9.1

Provision for Contingencies

0.1

Cash and Cash Equivalents

(639.6)

Cash and Cash Equivalents

(57.7)

Cash and Cash Equivalents

(10.6)

(+)

29.46%

Copesul's

Net

Debt

(98.7)

(+)

100.00%

IPQ's

Net

Debt

630.9

Net Debt / (Net Cash)

(335.13)

Net Debt / (Net Cash)

630.94

CBPI

DPPI

RIPI

(in

millions

of reais)

(in

millions

of reais)

(in

millions

of reais)

Financial Debt

599.6

Financial Debt

35.1

Financial Debt

84.7

Pension Fund

44.0

Pension Fund

30.2

Pension Fund

40.4

Payable / Receivable Dividends

0.0

Payable / Receivable Dividends

0.0

Payable

/

Receivable

Dividends

0.3

Credit with Related Parties

(4.1)

Credit with Related Parties

(3.3)

Credit with Related Parties

0.0

Debt with Related Parties

12.2

Debt with Related Parties

8.5

Debt with Related Parties

0.0

Export Prepayment Disbursement

0.0

Export Prepayment Disbursement

0.0

Export Prepayment Disbursement

0.0

Provision for Contingencies

62.4

Provision for Contingencies

2.5

Provision for Contingencies

1.1

Cash and Cash Equivalents

(182.1)

Cash and Cash Equivalents

(107.4)

Cash and Cash Equivalents

(28.6)

Controled

companies

(57.9)

Warrants

(36.8)

Warrants

36.8

(+) 41.47% IQ's Net Debt

300.2

Controled

companies

(35.3)

(+) 58.53% IQ's Net Debt

423.7

(+)

21.01%

CBPI's

Net

Debt

162.7

(+)

11.42%

CBPI's

Net

Debt

88.4

(+)

7.65%

DPPI's

Net

Debt

4.3

Net Debt / (Net Cash)

774.26

Net Debt / (Net Cash)

56.13

Net Debt / (Net Cash)        

651.15

Net Debt / (Net Cash)

723.84

IQ

CONFIDENTIAL

114

Annex VI. Overview of the

Industries of the Analyzed

Companies

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2002

2003

2004

2005

USA

Japan

Germany

China

Brazil

Mexico

Argentina

2002

2003

2004

2005

USA

Germany

Mexico

Argentina

Brazil

1,220

1,069

1,316

1,466

1,456

1,416

1,499

1,151

816

40

283

776

1,249

1

10

9

15

48

32

50

43

1

1998

1999

2000

2001

2002

2003

2004

2005

2006

Gasoline

Ethanol

Flex Fuel

Overview of the Brazilian Fuel Distribution

Industry

Source: Anfavea

Source: Anfavea

Source: Anfavea

(In thousands of cars)

Inhabitants per Car

Car Fleet

Brazilian Car Production by Type of Fuel

(In millions of cars)

The Brazilian fuel distribution industry is expected to

grow over the next few years, primarily due to an

increase in car sales and to the low rate of cars per

inhabitant in Brazil compared to other countries.

Consumption of ethanol as a fuel is expected to increase

at a faster rate than consumption of other fuels, primarily

due to the significant increase in sales of flex fuel cars,

according to Anfavea.

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Number of Gas Stations in Brazil

Production

Distribution

Retail

Consumer

Overview of the Brazilian Fuel Distribution

Industry  (cont.)

Source: SINDICOM

Brazilian Market Share by Number of Gas Stations in 2006

Source: ANP

Industry Distribution and Logistics

Refineries

Petrochemical

Companies

Mills and

Distilleries

Biodiesel

Producers

Importers

Distribution

Centers

Retail Gas Stations

Retail

Transporters and

Dealers -

RTR

Car Drivers

Truck Drivers

Small Consumers

Companies

Farmers

Large Consumers

Source: SINDICOM

BR, 41.2%

Shell, 15.3%

Chevron, 10.5%

Ipiranga CBPI, 19.4%

Esso, 8.0%

Repsol YPF, 1.3%

FL Brasil, 0.1%

Ipiranga DPPI, 2.9%

Castrol, 0.1%

Brazilian Market Share by Distributed Volume in 2006

Source: SINDICOM

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

Texaco, 6.0%

AleSat, 2.5%

Shell, 5.8%

Esso, 4.4%

Ipiranga, 11.0%

Branca, 42.8%

Others, 10.90%

BR, 16.6%

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Fertilizers, 5.60

Pesticides, 3.90

Others, 2.30

Paints, 2.10

Soap, 4.60

Pharmaceuticals, 10.90

Personal Care, 6.90

Industrial Chemicals, 45.40

Overview of the Brazilian Petrochemical

Industry

According to ABIQUIM, net sales of the Brazilian

chemical industry totaled R$ 177.7 billion in

2006, a 2.3% increase compared to 2005.

Exported volumes increased by 14.2% in 2006,

with total export sales revenue of U.S.$ 8.92

billion, a 20.8% increase compared to 2005.

The Brazilian petrochemical industry is

structured into three different generation levels,

as set forth below:

Total Sales of the Industry by Type of Product in

2006

Source: ABIQUIM

Oil

Natural Gas

Plastics

Refinement and Extraction

Ethylene

Others

Propylene

Propylene

Ethylene

PE

PVC

PP

PE

Others

Ethane

Diesel Fuel

Naphtha

Propane

Ethane

Others

Flexible Packaging

Toys

Tires

Shoes

Car Parts

3

rd

Generation

2

nd

Generation

1

st

Generation

Structure of the Petrochemical Industry

Source: Braskem (IAN 2006)

(In billions of U.S.$)

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Overview of the Brazilian Petrochemical

Industry (Cont.)

Copesul is a first generation petrochemical company

located in the Petrochemical Complex of Triunfo, in the

State of Rio Grande do Sul. It caters to second

generation plants in the same area.

The petrochemical industry is cyclical and sensitive to

changes in supply and demand.

Each cycle spans approximately five years and results

in a variation in sales and margins of companies in this

industry.

Naphtha (raw material) is supplied in part by Petrobras

and the rest through direct imports.

Price variations are largely due to the volatility of oil

prices.

Increase in supply is pegged to increases in the

production capacity of the plants that generally require

high levels of investments.

Location of Petrochemical Complexes

Source: ABIQUIM and

Petrobras

Evolution

of

Ethylene

Sales in Brazil

Source: ABIQUIM and

Petrobras

2001

2002

2003

2004

2005

2.44

2.43

2.60

2.70

2.69

BAHIA

1.28 million tons per year

ethylene

0.73 million tons per year PE

RIO DE JANEIRO

0.52 million tons per year ethylene

0.54 million tons per year PE

SÃO PAULO

1.28 million tons per year ethylene

0.73 million tons per year PE

RIO GRANDE DO SUL

1.19 million tons per year ethylene

1.13 million tons per year PE

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Country

Gas Stations

Stores

Stores/Gas Stations

USA

173,698

145,119

84%

England

9,487

7,985

84%

South Africa

7,027

1,997

28%

Germany

13,858

11,224

81%

Argentina

6,540

3,054

47%

Brazil

34,127

4,834

14%

Spain

7,088

4,288

60%

Netherlands

2,603

1,533

59%

Venezuela

4,384

1,631

37%

Chile

2,922

949

32%

Global Benchmarking

Source: Sindicom

Overview of the Brazilian Convenience Store

Industry

According to SINDICOM, Brazil is expected to have 5,800 convenience stores by the end of

2007.

According to Gouvêa de Souza & MD (in partnership with SINDICOM), sales rank by product

category

is

as

follows:

food

services

(24%);

soft

drinks

(27%);

other

non-alcoholic

beverages

(17%); and chocolates (12%).

In 2006, 440 million units were sold in convenient stores in Brazil, totaling R$2 billion in sales,

according to the fifth edition of the Fuel and Convenience Stores Year Book of SINDICOM.

Number of Convenience Stores in Brazil

Source: Sindicom

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Overview of the Brazilian LPG Distribution Industry

Distributors of LPG in Brazil buy LPG primarily

from Petrobras.

LPG produced by Petrobras accounted for

approximately 87% of total demand in Brazil, in

2006.

Currently, there are 99 million gas cylinders in

circulation in Brazil.

An average of approximately 1.5 million

cylinders is delivered daily to Brazilian

consumers.

Market Share per Distributed Volume

(From January to February 2007)

LPG Sales by Distributors

Sales by Region

(From January to February 2007)

J

F

M

A

M

J

J

A

S

O

N

D

450

470

490

510

530

550

570

590

484

2005

2006

2007

Source: ANP

Source: ANP

Source: ANP

NE, 21.30%

S, 16.70%

CW, 8.10%

N, 5.60%

SE, 48.40%

Maxi-Chama, 0.21%

Others, 0.14%

Grupo

Nacional,

18.36%

Amazongás, 0.65%

Consigaz, 2.23%

Servgás, 0.68%

Fogás, 1.73%

Copagaz, 7.38%

Grupo

SHV, 23.34%

Liquigás, 21.51%

Grupo

Ultra, 23.77%

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121

Annex VII: Description of the

Valuation Methodology

122

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Overview of the Valuation Methodologies

There are three main economic valuation methods: Discounted Cash

Flow Analysis, or DCF; Comparable

Public Company Analysis; and Comparable Precedent Transaction Analysis.

Discounted Cash Flow

DCF

Analysis

Comparable Public Company

Analysis

Comparable Precedent Transaction

Analysis

Methodologies:

-Unleveraged

projections of cash flows

-Terminal value calculation based on

EBITDA multiple or perpetuity growth

-Cash flow and terminal value discounted by

a discount that corresponds to the

Company’s Weighted Average Cost of

Capital (“WACC”)

-

Identification

of listed companies that are

comparable to the business assessed

-

Calculation of value as a multiple of value

drivers

-

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

Advantages:

-Estimates

the intrinsic value of the company

-Valuation adequat

ely

reflects the expected

return based on the country risk and risks

intrinsic to the type of business

-Flexibility to incorporate opportunities and

adjust extraordinary

distortions

-

Incorporates

increases in production

capacity / future investments

-

It reflects the capital market trends and the

trends in the industry being assessed

-

Reflects

the implied value of the

transactions being assessed

Disadvantages:

-

Subject

to

different

views

of

the

financial

projections

-

Does not adequately reflect the differences

between the profitability potential among

companies

-

Difficult

to identify companies that are

totally comparable

-

Analysis

may be affected by

macroeconomic conditions

-

It depends on the transaction strategy and

market conditions at the time

-

It does not reflect the differences among

the companies’

potential returns

-

Difficult

to identify transactions that are

comparable

-

Limited public information available

Considerations:

-Highly sensitive to key variables, including

:

debt

/capital

ratio;

country risk;

discount

rate;

and EBITDA

multiples or perpetuity

growth multiples used to calculate the

terminal value

-

Does not incorporate

the control premium

-

Limited sample of truly comparable

companies

-

Comparable international companies are

generally bigger, more capitalized and

have different risk perspectives

-

Limited sample of comparable companies in

the Latin American market

-

Normally

incorporates the control premium

-

Premium paid reflects the characteristics of

each transaction

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A. Discounted Cash Flow (DCF) Analysis

DCF Methodology

The DCF is an economic valuation methodology based on:

Cash Flow Projections

Projections based on estimates of the company’s management

More flexibility when analyzing sensitivities

Unleveraged cash flows are calculated during the projected period and discounted by the Company’s

Weighted Average Cost of Capital (WACC).

The most important variables for the determination of the value of a company are compared to those of

competitors to validate the consistency of the valuation.  Such variables depend on the type of activity of the

company and generally include the primary items that are recorded as revenue and costs, operating

expenses, capital and working capital investments.

Terminal Value

Terminal value includes the value of the activities of the company that are not accounted for during the

period of the projected cash flow.

Two methods are used to calculate the terminal value:

–

Market value:

market value is applied to the most significant operational variable in the last projected

year to calculate the terminal value. The operational variable most used in valuations of the industry is

EBITDA.

–

Perpetuity:

the terminal value of the company’s cash flow in the last year of the projected period.

Terminal value calculation based on perpetuity growth.

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A. Discounted Cash Flow (DCF) Analysis (Cont.)

Premises of

Management

Firm Value

Unleveraged

Cash Flow

PV of the

Unleveraged Cash Flow

PV of Terminal Value

Perpetuity of Unleveraged

Cash Flow

Equity Value

-

Net debt

-

Net contingencies

WACC

Unleveraged Net Profit

+ Depreciation

-

CAPEX

+/-

Variation of Working Capital

DCF Methodology (cont.)

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A. Discounted Cash Flow –

DCF Analysis (Cont.)

Calculating WACC.

WACC

equals

cost

of

equity

(K

e

)

plus

cost

of

debt

(K

d

)

of

the

analyzed

company,

considering

an

optimum

capital

structure

(1)

K

e

is

derived

from

the

Capital

Asset

Pricing

Model,

or

CAPM

CAPM

considers

K

e

to

be

equal

to

risk-free

rate

plus

premium

for

systemic

risk

(not

diversifiable).

Premium

related

to

systemic

risk

is

given

by

Beta

(ß)

(that

captures

the

correlation

between

return

on

results

of

the

company

and

return

on

results

of

the

market)

multiplied

by

the

premium

of

expected

market

risk.

–

A. Risk Premium of the Equity Market:

due to the volatility of the risk premium of the Brazilian

equity market, CS uses the premium methodology of the U.S. market.

–

B.

Company’s

Beta:

includes

analysis

of

comparable

companies

in

the

European

and

U.S.

equity

markets

and

their

return

on

investment

compared

to

the

return

on

investment

of

the

domestic

equity

market

for

different

periods

of

time,

adjusted

for

financial

leverage

of

the

respective

companies.

–

C.

Risk

Premium

for

the

Country:

risk

premium

for

the

country

is

estimated

based

on

the

difference

between

(i)

yield

of

the

Brazilian

sovereign

debt

and

(ii)

U.S.

bonds

for

30

years.

Cost

of

debt

(K

d

)

To

calculate

K

d

,

CS

estimates:

(i)

the

risk

of

adequate

credit

of

the

analyzed

company,

based

on

the

conditions

in

the

bond

market;

or

(ii)

assumes

the

weighted

average

cost

on

the

date

in

which

the

existing

debt

is

analyzed.

(1) Optimum capital structure is determined by the average capital structure of other companies in the same industry and the goals established by the management

of the company being analyzed.

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A. Discounted Cash Flow –

DCF Analysis (Cont.)

Calculating WACC

WACC

is

cost

of

equity

(K

e

)

plus

cost

of

debt

(K

d

)

of

the

analyzed

company,

considering

an

optimum

capital structure.

K

e

was estimated using CAPM adjusted to the risk of the country.

K

d

was estimated considering risk of credit and current situation of the debt market.

WACC

Cost of debt (C

d

)

Cost of Equity (K

e

)

Risk-Free Rate

U.S.A

R

f

Beta (B)

Expected Risk

Premium of the

Equity Market

(EMRP)

Risk Premium

of the Country

(CRP)

K

d

= K

d

* (1-

tax bracket)

K

e

= R

f

+ (

B

*EMRP) + CRP

WACC = D/(D + E) * K

d

+ E/(D + E) * K

e

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B. Comparable Public Companies Analysis

Uses market value of other public companies with similar operating and financial

characteristics to value the company

Once

the

sample

of

comparable

companies

is

selected,

the

implied

value

of

the

company

and

its

shares

is

calculated

by

multiplying

the

operating

variables

of

the

company

(ie:

net

profit,

EBITDA)

by

the

respective

multiples

of

the

comparable

sample.

The

values

of

comparable

companies

do

not

include

“control”

premiums

of

the

comparable

companies.

The

key

element

in

the

comparable

companies

analysis

is

identifying

those

that

are

more

comparable and relevant.

A

comparable

company

is

one

that

has

similar

operating

and

financial

characteristics

to

the

company being analyzed.

Examples

of

operating

characteristics

are:

industry

of

activity;

types

of

products;

distribution

channels;

markets

of

activity;

types

of

clients;

and

operations

with

same

seasonality

and

cyclicality.

Examples

of

financial

characteristics:

size;

leverage;

shareholder

base;

growth;

and

profit

margin.

The lack of comparable companies is one of the main limitations of this method.

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CONFIDENTIAL

C. Comparable Precedent Transaction Analysis

Uses

implied

multiples

in

comparable

mergers

and

acquisitions

to

value

a

company

It

is

important

to

identify

transactions

that

are

adequately

comparable

and

to

know

their

economic aspects in detail.

Premiums paid reflect particularities of each transaction.

Recent transactions reflect current market trends more accurately.

It is important to analyze companies with operating and financial characteristics that are similar

to those of the company being valued.

Just as is the case with Comparable Company Analysis, the lack of comparable

transactions is the main limitation of this method.

CONFIDENTIAL

129

Annex VIII: Glossary

130

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Glossary

EBITDA:

Earnings

Before

Interest,

Taxes,

Depreciation

and

Amortization,

considers

operating

income before financial expenses, taxes, depreciation and amortization, for a period of

time.

EBIT:

Earnings

Before

Interest

and

Taxes,

considers

operating

income

before

financial

expenses and taxes in a period of time.

CAGR:

Compound Average Growth Rate

Capex:

Capital

Expenditures

or

investments

in

maintenance

and

expansion

of

activities.

WACC:

Weighted Average Cost of Capital (discount rate).

CAPM:

Capital Asset Pricing Model.

Management:

management of the Company.

Market share:

market share.

LTM:

Last Twelve Months.

P/E:

Price / Earnings.

TEV:

Total Enterprise Value.