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Ultrapar Holdings Inc – ‘F-4/A’ on 11/29/07 – EX-99.2

On:  Thursday, 11/29/07, at 5:24pm ET   ·   Accession #:  1193125-7-256282   ·   File #:  333-146406

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/29/07  Ultrapar Holdings Inc             F-4/A                  5:19M                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-4/A       Amendment No. 2 to Form F-4                         HTML  13.69M 
 3: EX-23.10    Consent of Banco De Investimento Credit Suisse      HTML      8K 
                          (Brasil) S.A.                                          
 2: EX-23.9     Consent of Apsis Consultoria Empresarial S/C Ltda.  HTML      7K 
 4: EX-99.2     Valuation Report by Apsis Consultoria Empresarial   HTML    309K 
                          S/C Ltda.                                              
 5: EX-99.4     Valuation Report by Kpmg Auditores Independentes    HTML     54K 

Exhibit 99.2

Valuation Report by Apsis Consultoria Empresarial S/C Ltda

		APPLICANTS:		ULTRAPAR PARTICIPAÇÕES S.A. (ULTRAPAR), headquartered at Av. Brigadeiro Luiz Antonio, 1343, 9º, São Paulo, State of SP, corporate taxpayer register under CNPJ No. 33.256.439/0001-39, REFINARIA DE PETROLEO IPIRANGA S.A. (RPI), headquartered at Rua Eng. Heitor Amaro Barcellos, 551, Rio Grande, state of RS, Corporate Taxpayer Register under CNPJ No. 94.845.674/0001-30, DISTRIBUIDORA PRODUTOS DE PETRÓLEO IPIRANGA S.A. (DPPI), headquartered at Av. Dolores Alcaraz Caldas, 90, Porto Alegre, state of RS, Corporate Taxpayer Register under CNPJ No. 92.689.256/0001-76 and CIA. BRASILEIRA DE PETRÓLEO IPIRANGA (CBPI), headquartered at Rua Francisco Eugênio, 329, Rio de Janeiro, state of RJ, Corporate Taxpayer Register under CNPJ No. 33.069.766/0001-81.
		PURPOSE:		ULTRAPAR, RPI, DPPI and CBPI, already identified.
		OBJECTIVES:		INCORPORATION OF RPI, DPPI and CBPI SHARES by ULTRAPAR: Calculation of the substitution relations of the RPI, DPPI and CBPI not belonging to ULTRAPAR, by shares of ULTRAPAR, the shareholders’ equities of all companies being assessed according to the same criteria and on the same dates at market prices, for purposes of Article 264 of Law No. 6.404, of 12.15.1976 (Lei das S/A) (Brazilian Corporation Law).
		BASE DATE:		September 30, 2007, considering the adjustments described in Chapter 7.

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EXECUTIVE SUMMARY

APSIS CONSULTORIA EMPRESARIAL S/C Ltda. (APSIS) was retained by ULTRAPAR, RPI, DPPI e CBPI to calculate the substitution relations of the shares of RPI, DPPI e CBPI not belonging to ULTRAPAR, by shares of ULTRAPAR, the shareholders’ equities of all the companies being assessed according to the same criteria and on the same dates at market prices, for purposes of Article 264 of Law No. 6.404, of 12.15.1976 (Lei das S/A).

The technical procedures employed in this reports are in accordance with the criteria established by the appraisal rules and appraisal calculations to determine the values of the assets (sic) were prepared based on income and market discussions.

This report presents the market values of the assets and liabilities of the companies, used to adjust the book Shareholder’s Equity of ULTRAPAR, RPI, DPPI and CBPI by the assets approach.

EVENTS AND ADJUSTMENTS CONSIDERED IN THE APPRAISAL

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ACQUISITION OF THE IPIRANGA GROUP: SUMMARY OF THE OPERATION

The Ipiranga Group was acquired by the companies PETRÓLEO BRASILEIRO S/A (PETROBRAS), BRASKEM S/A (BRASKEM) and ULTRAPAR PARTICIPAÇÕES S/A (ULTRAPAR), the latter being a commissionaire for the account and order of the of the former during the acquisition process. After conclusion of the acquisition, Ultrapar shall detain the distribution business of fuels and lubricants located in the south and southeast regions (“South Distribution Assets”), Petrobras will detain the distribution business of fuels and lubricants located in the regions north, northeast and Midwest (“North Distribution Assets”), Braskem and Petrobras will detain the petrochemical assets, represented by Ipiranga Química S.A., Ipiranga Petroquímica S.A. (“IPQ”) and by the latter’s participation in Copesul – Companhia Petroquímica do Sul (“Copesul”), in the proportion of 60% to Braskem and 40% to Petrobras (“Petrochemical Assets”). The assets related to petroleum refinery operations detained by RPI are shared equally by Petrobras, Ultrapar and Braskem.

As described in the Material Fact “ACQUISITION OF THE IPIRANGA GROUP”, published on March 19, 2007, the operation is divided into five stages, namely:

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SUMMARY OF RESULTS

The figures below present an overview of the Shareholders’ Equities at market prices of the companies involved in the operation, on the base date of this report, and considering it as an event subsequent to the conclusion of stage 2:

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SHARES EXCHANGE RELATIONS – SUMMARY CHARTS

Based on the above results, the next charts present the exchange relations of the shares of companies Ipiranga with the holding company Ultrapar, in the context of the acquisition process, for purposes of compliance with Article 264 of Law No. 6.404, of 12.15.1976 (Lei das S/A):

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Table of Contents

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1. INTRODUCTION

APSIS CONSULTORIA EMPRESARIAL S/C Ltda. (APSIS) was retained by ULTRAPAR, RPI, DPPI and CBPI to calculate the substitution rations of the RPI, DPPI and CBPI share not belonging to ULTRAPAR, by shares of ULTRAPAR, the shareholder’ equities of all the companies being assessed according to the same criteria and on the same dates at market prices, for purposes of Article 264 of Law No. 6.404, of 12.15.1976 (Lei das S/A).

In preparing this work were used data and information supplied by third parties, as documents and verbal interview with clients. The estimates used in this process are based on documents and information, which include, among others, the following:

The inspections of the industrial plants were conducted in April, May and June 2007.

The APSIS team responsible for the coordination and performance of this work consists of the following professionals:

accountant (CRC/RJ 044779/O-3)

civil engineer

post-graduate in accounting science (CREA/RJ 91.1.03043-4)

mechanical engineer

Master’s in business administration (CREA/RJ 89.1.00165-1)

business administrator

post-graduate in financial administration (CRA/RJ 20-47.164-6)

civil engineer, (CREA/RJ 91.1.03035-3)

civil engineer

post-graduate in economic engineering (CREA/RJ 30137-D)

economist (CORECON/RJ 23521-0)

accountant (CRC/RJ 024100-6 / CVM 6734)

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2. PRINCIPLES AND QUALIFICATIONS

This report strictly complies wit the fundamental principles described below.

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3. LIMITS OF RESPONSIBILITY

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4. APPRAISAL METHODOLOGY

APPROACH OF ASSETS – PL A MARKET

This methodology derives from generally accepted accounting principles (PCGA), where the financial statements are prepared based on the principle of historic or acquisition cost.

Due to this principle and to the fundamental principle of accounting, the book value of the asset of a company less the book value of its liabilities equals the book value of its shareholders’ equity.

The application of the methodology is based on the book values of the assets and liabilities and requires adjustments to some of these items so as to reflect their probable realization values. The result of the application of this method may provide an initial basis of the company value, as well as a useful basis for comparison with the result of other methodologies.

On the other hand, the basic principles of economy allow us to create the following appraisal technique: the value defined for assets less liabilities equals the value defined for a company’s shareholders’ equity. From an appraisal perspective, the relevant value definitions are appropriate to the objective of the appraisal.

The assessment of assets, therefore, aims at appraising a company according to the adjustment of the book value (net balance) to their respective fair market values. The assets and liabilities deemed relevant are assessed by their fair market value, a comparison being made between this amount and its book value (net balance).

The general appraisal criteria applied in the adjustment of assets subject to appraisal at market value, are detailed in Chapter 10 of this report.

These adjustments, duly analyzed, are added to the book Shareholders’ Equity value, determining thus the market value of the company by approaching the assets. The fair market value of the company will be the Shareholders’ Equity value, considering the adjustments found for the assets and liabilities appraised.

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It should be stressed that it was not the purpose of our work to identify and make a valuation of the assets that were not accounted for in the financial statements of the companies; nor the identification and quantification of liabilities not recorded or not disclosed by the Company’s Administrations.

In this appraisal, the objective and scope of the methodology adopted was to appraise a going concern, therefore, the expenses incurred with realization of the assets or enforcement of liabilities, as well as related to the bankruptcy or liquidation of companies were not considered in the calculations.

MAIN STAGES OF THE APPRAISAL

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5. PROFILING OF THE IPIRANGA GROUP

The Ipiranga Group, one of the largest and most traditional business conglomerates in Brazil, operates in the same segments as Petrobras, Ultrapar e Braskem. It is the second largest distributor of fuels in Brazil, with a network of 4,240 stations. It also has prominent participation in the petrochemical sector, with production of circa 650 thousand tons of petrochemical resins through IPQ, in addition to sharing, with Braskem, control of Copesul – the second largest center of petrochemical raw materials in Brazil. In 2006, the consolidated net revenue of the Ipiranga Group totaled R$ 31 billion, with R$ 1.0 billion of EBITDA and R$ 534 million in net profits. The figure below presents the corporate structure of the group before Stage 1 of the acquisition process:

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With its origins in the first half of the XX century, the Companies of the Ipiranga Group develop activities in diverse sectors from the petrochemical industry to the production of tar, including refinery and distribution of fuels. We will present below a description of the group’s companies, per sector of activity.

REFINARIA DE PETRÓLEO IPIRANGA (RPI)

(IPIRANGA PETROLEUM REFINERY)

Refinaria de Petróleo Ipiranga is quite old. It was inaugurated in 1937 in the city of Rio Grande (RS), marking the beginning of the petroleum industrialization process in the country and originating the Ipiranga Petroleum Companies. Currently, its industrial plant occupies an area of 40 hectares, with capacity to produce 17 thousand barrels/day of petroleum.

In 1988, the Turbo-Generator operation was consolidated. The Turbo-Generator was intended to promote the self-generation of electric energy, contributing to improvement of the environment surrounding the Company, by reducing the emission of gases into the atmosphere. Also in the same year, the new Products Reception and Issue terminal entered into operation. It was built to speed up the entry and exit operation of products from the Refinery.

In 1998, Refinaria Ipiranga was authorized to produce with capacity of 12,580 barrels per day, by Article 55 of the new Legislation for the activity, according to the characteristics and capacities of its respective facilities.

From 1999, considering the possibility of importing petroleum, the Refinery started to acquire the raw material for its process, using supply alternatives also through the foreign market. By 2002, the modifications in the main process units of the Refinaria Ipiranga were concluded, contemplating the 1^st stage of expansion and modernization of the industrial park.

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The level of conversion was expanded and the metallurgy of main equipment improved. The nominal petroleum processing capacity was expanded in more than 35 %, reaching 17,000 barrels per day.

In 2003, the construction of petroleum tank with storage capacity of 30,000 m³ was started. The tank was concluded in 2004. Still in 2003, Refinaria Ipiranga started to invest in the quality improvement project of special solvents.

DESCRIPTION OF THE REFINING PROCESS

The figure below presents a summarized scheme of the production process, which may be better visualized in the specific assessment report RJ-0117/07-01:

After the acquisition of the Ipiranga Group, the operating assets of RPI will be administered jointly by the three purchasing companies.

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PETROCHEMICAL ASSETS

Still, within the petrochemical production sector, we can visualize in the corporate structure of the Ipiranga Group four relevant companies: (i) IPIRANGA PETROQUÍMICA S/A (IPQ); (ii) COMPANHIA PETROQUÍMICA DO SUL (COPESUL); e (iii) EMPRESA CARIOCA DE PRODUTOS QUÍMICOS S/A (EMCA). We will begin with COPESUL, because it is a 1^st generation industry in the petrochemical chain.

THE RAW MATERIALS CENTER – COPESUL

Copesul is a 1^st generation company (also know as raw materials centers), located in Pólo Petroquímico do Sul (Southern Petrochemical Pole), Triunfo, RS, which processes naphtha , principally, in addition to condensate and LPG to generate the basic products that feed the 2^nd generation industries of the production chain.

Copesul supplies the basic petrochemicals necessary to the production of innumerable articles present in modern life. Processing raw materials derived from petroleum (naphtha, LPG, condensate), the company produces ethene, propene, butadiene, benzene, solvents and fuels, which in turn will be raw materials for four large production chains:

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Copesul has installed capacity to process 3.7 million tons /year of naphtha, with flexibility to use LPG and/or light condensate. Naphtha is a hydrocarbon in liquid form, derived from petroleum, which is quite similar to gasoline. Petrobras/Refinaria Alberto Pasqualini (Refap), of Canoas (RS), is the exclusive supplier of naphtha for Copesul taken by an underground pipeline to the South Petrochemical Pole.

As Refap does not have sufficient production capacity, a part of naphtha arrives in the state by the maritime terminal of Petrobras in the northern coast. Copesul’s tankage park with Petrobras/Tedut, in the municipality of Osório, has capacity for 170 thousand cubic meters and guarantees the maintenance of strategic tanks. The transfer of naphtha to Refap also occurs by an underground pipeline.

With naphtha and condensate gas, Copesul produces 3.2 million annual tons of Aromatics and Olefins, such as ethene, propene, butadiene, toluene and other solvents, gasoline and other fuels (see the produced capacity in the chart below). It also produces and supplies to the other companies of the Pole utilities such as treated water (drinking, demineralized and service water), steam, hydrogen and maintenance services.

The figure below presents a summary of the production capacities per product, whose processes can be better visualized in the specific report RJ-0117/07-8:

Production Capacity per Product (in thousand tons/year)

After the acquisition of the Ipiranga Group, COPESUL’s share (29.46%) held by IPQ will be owned by BRASKEM (60%) and PETROBRAS (40%).

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IPIRANGA PETROQUÍMICA S/A (IPQ): THE 2^ND GENERATION

Ipiranga Petroquímica (IPQ) is an industry that manufactures thermoplastic resins used in innumerable day-to-day products, such as in the fabrication of film for packages, flasks, domestic utensils and special pipes. Ipiranga Petroquímica produces more than 700 thousand tons per year of four thermoplastic resins, the high, medium and low linear density polyethylene (PEAD, PEMD e PEBDL), and polypropylene (PP) in five industrial plants, located in Pólo Petroquímico de Triunfo—RS—Brazil.

You will find below a summary of the production capacities of each of the five plants, whose production processes may be better visualized in the specific report RJ-0117/07-6:

Beginning of operation: 1982

Capacity: 140,000 ton/year

Technology: Hostalen/Basell

Beginning of operation : 1990

Capacity: 120,000 ton/year

Technology : Hostalen/Basell

Beginning of operation: 1996

Capacity: 140,000 ton/year

Technology: Hostalen/Basell

Beginning of operation: 1999

Capacity: 150,000 ton/year

Technology: Spherilene/Basell

Beginning of operation: 1999

Capacity: 150,000 ton/year

Technology: Spheripol/Basell

After the acquisition of the Ipiranga Group, the operating assets of IPQ will become the property of BRASKEM (60%) and PETROBRAS (40%).

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EMPRESA CARIOCA DE PRODUTOS QUÍMICOS – EMCA

EMCA is headquartered in Camaçari Petrochemical Pole – Bahia. It is the main producer of white mineral oils and special fluids of Latin America, producing also special fluids and solid petroleum jelly. Using leading edge technology in refinery of fractions of petroleum by the process of catalytic hydrogenation, it places at the disposal of its clients, products of a high degree and high performance for application in the most various industrial segments, such as: Pharmaceutical Industries, Food, Cosmetic, Plastic, Textile, Agricultural Defensives, Veterinary Products, Rubbers and Special Lubricants industries.

The EMCA products are processed by Catalytic Hydrogenation in 2 stages at the temperatures of 200 to 360 °C, pressure of 225 kg/cm² and hydrogen purity greater of more than 95% and finally the finish by distillation and drying. The production processes may be visualized in the specific report RJ-0117/07-09.

After the acquisition of Ipiranga Group, the operating assets of EMCA will be owned by ULTRAPAR.

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DISTRIBUTION ASSETS

The distribution assets of the Ipiranga Group are concentrated in the following companies:

IQ

Responsible for the distribution of products from Empresas Petróleo Ipiranga, the Ipiranga Química is one of the main distributors of chemical products of South America. Its infrastructure consists of three centers, three logistics bases and tanks in four Brazilian ports, scattered in the states of Rio Grande do Sul, Rio de Janeiro, São Paulo, Paraná, Pernambuco and Bahia.

The main operating assets of IQ are concentrated in three large distribution centers: (i) GUARULHOS; (ii) CANOAS and (iii) DUQUE DE CAXIAS. The description of these assets is in specific report RJ-0117/07-07.

After acquisition of the Ipiranga Group, the operating assets of IQ will be owned by BRASKEM (60%) and PETROBRAS (40%).

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CBPI and AMPM

CBPI acts largely in the network of service stations and currently has 3,279 active service stations that carry the Ipiranga flag, located in almost all of the national territory, not operating only in the states of Roraima, Amapá, Rio Grande do Sul and in the regions West and South of Santa Catarina (the latter two states belong to the performance area of DPPI). From this total, CBPI has land and buildings of 236 stations, and AMPM of 56 stations. In the others, the plots of land and constructions are by third parties.

In addition to fuel stations, CBPI has 36 distribution bases and a lubricants plant located in Rio de Janeiro.

The description and location of the relevant operating assets of CBPI may be visualized in specific reports RJ-0117/07-02 (CBPI-NORTE), RJ-0117/07-03 (CBPI – SUL) and RJ-0117/07-05 (AMPM).

The principal supplier, of petroleum derivatives commercialized by CBPI, is Petrobras, with circa 97.11% of the total volume. Carbureting alcohol (anhydrous and hydrated) is acquired in the Brazilian market, in diverse producing plants.

CBPI has experienced increases in sales volume, having presented a growth of 3.0%, in 2006. In sales of gasoline, alcohol and diesel, CBPI presented a growth of 3.1% in 2006.

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Participation of the Brazilian Market

After the acquisition of the Ipiranga Group, the operating assets related to the distribution activity of CBPI and AMPM will be owned by ULTRAPAR and PETROBRAS, in the following divisions:

CBPI and AMPM—NORTH (PETROBRAS) – operating assets located in the states of BA, DF, GO, MS, MT, PE, RN, RO and TO.

CBPI and AMPM – SUL (ULTRAPAR) – operating assess located in the states of ES, MG, PR, RJ, SC and SP.

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DPPI, ISASUL and COFAL

DPPI is responsible for the distribution of the fuels of Ipiranga in Rio Grande do Sul and in the west and south coast of Santa Catarina, with a network of 935 service stations carrying the Ipiranga flag. From this total, DPPI has land and constructions of 42 stations, ISASUL of 137 stations and COFAL of 7 stations. In the others, the land and constructions are by third parties.

In addition to the fuel stations, DPPI has 7 distribution bases and a lubricants plant.

The description and location of the relevant operational assets of DPPI, ISASUL and COFAL can be visualized in specific report RJ-0117/07-04.

The principal supplier of petroleum derivatives commercialized by PPI is Refinaria Alberto Pasqualini (REFAP S. A.). Carbureting alcohol (anhydrous and hydrated) is acquired in the internal market, in several production plants.

In 2006, the market in which DPPI performed has still suffered impacts related to the severe draught occurred in the state of Rio Grande do Sul in 2005. In this scenario, DPPI, in 2006, commercialized a total of 1,8837.55 thousand m³ in products, a volume 0.6% lower than the previous year.

DPPI is a market leader in the state of Rio Grande do Sul, presenting in the accumulated period from January to November 2006, 35.88% of market share in gasoline, alcohol and diesel, according to the information available in ANP.

After the acquisition of the Ipiranga Group, the operational assets of DPPI will be owned by ULTRAPAR.

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PROVISION OF SERVICES: OTHER COMPANIES

The other companies of the Ipiranga Group were created to give support to the operational companies of the group, described previously, through the provision of specific services in company or use of the existing customer base. They are companies of secondary importance, without relevant operational assets, listed below by name, sector of performance and owner after acquisition:

IPIRANGA ASFALTOS S/A – IASA

IASA is a company of the Ipiranga Group acting in the paving technology segment. It has 8 industrial units, 03 sales offices, 4 operating terminals and one development center. Although it does not have relevant industrial assets, IASA was included in the scope of assessment at market because it is considered a strategic company in its sector. Greater details on its operational assets can be found in specific report RJ-0117/07-10.

After the acquisition of Ipiranga Group, the operational assets of IASA will be owned by PETROBRÁS.

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6. PROFILING OF THE ULTRAPAR GROUP

ULTRAPAR PARTICIPAÇÕES S.A.(ULTRAPAR) was created in December 1953 and its origins date back to ‘30s, when Companhia Ultragaz was founded, with the introduction of LPG, kitchen gas, in Brazil. The holding structure of ULTRAPAR, immediately prior to the acquisition of the Ipiranga Group, is subdivided according to its three areas, its operational assets being organized below three holdings: (i) ULTRAGAZ PARTICIPAÇÕES LTDA (ULTRAGAZ), leader of the Brazilian distribution market of Liquefied Petroleum Gas (LPG), with 24% ; (ii) OXITENO S/A – INDÚSTRIA E COMÉRCIO (OXITENO), the largest manufacturer in Mercosul of ethene oxide and its main derivatives as well as the larges producer o chemical specialties in Brazil; and (iii) ULTRACARGO—OPERAÇÕES LOGÍSTICAS E PARTICIPAÇÕES LTDA (ULTRACARGO), one of the largest providers of integrated services of road transport, storage and handling of chemical products and fuels in Brazil. In addition to the three holdings related to the business segments, ULTRAPAR participates directly in more than one company, IMAVEM, manager of non-operating assets of the group and owner of the headquarters building.

In 2006, the three combined businesses posted net revenues of R$ 4.8 billion, cash generation, by the EBITDA concept, of R$ 516 million, and net profits of R$ 282 million. From 1998 (the last year before the company went public), Ultrapar has presented annual average compound growth of 15% in EBITDA and of 26% in net profits.

The company employs circa 6.9 thousand people and has operations in Brazil and Mexico. The LPG operation is present throughout the national territory, supplying circa 10 million homes and 30 thousand companies.

The structure of the ULTRAPAR Group, immediately prior to stage 1 of the acquisition process, can be visualized on the next page.

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PETROCHEMICAL ASSETS: THE OXYTENE DIVISION

The 2^nd generation Oxytene petrochemical division of the Ultrapar Group, being the only Brazilian producer of ethene oxide, ethene glycol, ethanolamins, glycolic ethers and glycolic ethers acetates. The Oxytene division is also the largest producer of chemical specialties in Brazil. The products of the Oxytene division are used in several growing segments of the national and international markets, including the segments of polyester, packages, paints, varnishes and cosmetics.

The Oxytene division has seven industrial units located in Brazil and three located in Mexico, distributed into the 4 operating companies of the division: OXITENO NORDESTE S/A—INDUSTRIA E COMÉRCIO (OXITENO NE), OXITENO S/A—INDUSTRIA E COMERCIO (OXITENO S/A), OLEOQUIMICA INDUSTRIA E COMERCIO DE PRODUTOS QUIMICOS LTDA (OLEOQUÍMICA) and CANAMEX QUIMICOS S/A (CANAMEX). The Brazilian plants are located in Camaçari/BA (two plants), Mauá/SP (two plants), Tremembé/SP (a plant), Suzano/SP (one plant), Triunfo/RS (one plant) and three Mexican ones, located in the cities of Coatzacoalcos, Guadalajara and San Juan Del Rio, the latter acquired in April 2007.

The map on the next page has the location of the plants.

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PRODUCTION PROCESS

The figure below presents the typical production process of the plants of the Oxytene division, taking as an example the Camaçari plant, because it is the most complete.

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SUMMARY OF INDUSTRIAL UNITS

BRAZILIAN PLANTS

CAMAÇARI UNIT – Installed in the Petrochemical Complex of Camaçari/BA, it is the largest producer of ethene oxide producer and its derivatives in Latin America. Ethylene glycols, ethanolamins, glycolic ethers and tensoactive ethoxylates are the main product families of this unit. Its annual production capacity is 260,000 ton/year of ethene oxide, 285,000 ton/year of ethylene glycols, 45,000 ton/year of ethanolamins, 25,000 ton/year of glycolic ethers and 130,000 ton/year of ethoxylates.

MAUÁ UNIT– Pioneer in the production of ethene oxide and its derivatives in Brazil, it produces a large variety of products resulting from reactions of alkylation, alkylation, esterification, tensoactives formulation, functional fluids and heterogeneous catalysts. It is located in the petrochemical pole of Mauá, state of São Paulo and is subdivided into two industrial units referred to as Mauá Petroquímica and Mauá Química. Mauá Petroquímica produces ethene oxide, which is transported to Mauá Química for production of its subproducts. Together, their production capacity is 52,000 ton/year of ethene oxide, 35,000 ton/year of ethylene glycols, 40,000 ton/year of glycolic ethers, 25.000 ton/year of ethoxylate derivatives, 32,000 ton/year of acetates, 10,000 ton/year of C4+C5 alcohols, 17,000 ton/year of alkylation, 4,000 ton/year of esterification, 3,000 ton/year of emulsifiers and 30,000 ton/year of functional fluids.

TREMEMBÉ UNIT – Located in the Paraíba Valley, between the São Paulo and Rio de Janeiro business centers, this unit fabricates mostly tensoactives and chemical specialties by processes of sulphatation/sulphonation, polymerization, starchification and esterification. It relies also on production units of liquids for brakes and specialties for the agrochemical sector. Its annual production capacity is 10.000 ton/year of esterification, 3,200 ton/year of hydraulic fluids, 15,000 ton/year of specialties, 30,000 ton/year of sulphonates and sulphates, 10,000 ton/year of betaine, 5,000 ton/year of sulphated napthalene and 11,000 ton/year of agrochemical blends.

TRIUNFO UNIT – Sole Brazilian producer of methylethylketone and sec-buthanol, this unit is located in the petrochemical complex of Triunfo, at 60 kilometers from Porto Alegre, Rio Grande do Sul. Its annual production capacity is 35,000 ton/year of methylethylketone (MEK) and 40,000 ton/year of sec-buthanol.

SUZANO UNIT – Located in the state of São Paulo, it produces 13,300 ton/year of sulphonated and sulphated products.

OLEOCHEMISTRY UNIT – The Oxytene unit constituted the Oleochemistry unit in November 2004 for construction of a production unit of grease alcohols with co-production of grease acids, in the Petrochemical Pole of Camaçari, Bahia. The plant is under civil construction, with equipment being assembled.

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Total production capacity of the Oleochemistry unit is estimated at 100 thousand tons/year, considering the entire product line. Today, these products are imported and already largely used by the Oxytene unit in its line of tensoactives. The Oxytene unit will stop importing grease alcohols and will import raw material for the production of grease alcohols and acids. The main raw materials used in the new plant are of natural origin such as palm and coconut vegetable oils.

In addition to adding value in Oxytene’s product line, the new unit should generate an increase of US$ 80 million per year in the company’s invoicing.

MEXICAN PLANTSS

COALZACOALCOS UNIT – Located in the state of Veracruz, Mexico, this unit manufactures primarily ethoxylated tensoactives. Its privileged geographical position facilitates the logistics to service several markets.

GUADALAJARA UNIT – Located in the capital of the state of Jalisco, Mexico, it produces ethoxylates and copolymers of propylene and ethene oxide. IN this unit, there is also a unit that produces grease esters.

SAN JUAN DEL RIO UNIT – Located in the state of Queretaro, in San Juan Del Rio, Mexico, it produces sulphated and sulphonated products. Its privileged position facilitates the logistics to service especially the internal market. It has a “falling-film” Ballestra technology reactor with production capacity of 1ton/h.

The Mexico units together produce 65,000 ton/year of Ethoxylates/propoxylates, 13,000 ton/year of grease esters and 8,000 ton/year of nonylphenol.

More details on the operational assets of the industrial units above are found in specific reports RJ-0117/07-11 (OXYTENE-BRAZILIAN PLANTS) and RJ-0117/07-15 (OXYTENE – MEXICAN PLANTS).

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STORAGE OF ASSETS AND INTEGRATED LOGISTICS: THE ULTRACARGO DIVISION

Ultracargo is a company of the Ultra Group that designs, operates and generates logistical services by integrating the products and information flows of companies that deal in products that require special handling by a wide base of qualified persons and transport and storage assets, strategically located in ports and bypasses.

Ultracargo is a leader in logistics for chemical products and fuels in Brazil. Among its solutions, it offers transport services, which it operates with own and third party fleets, and storage, with storage facilities in port terminals and railroad branches. The transport services include integrated multimodal transports and reception and issuance of goods operations at its customers. It also performs loading and unloading from vessels, operates pipelines, logistical scheduling and installation engineering.

The relevant operating assets of the ULTRACARGO division are allocated in two companies, according to its activity, namely:

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The table below presents a summary of the location of the bases of ULTRACARGO, by company:

More details on the operating assets of the units above in specific report RJ-0117/07-12.

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DISTRIBUTION ASSETS: THE ULTRAGAZ DIVISION

The ULTRAGAZ division is a leader in the Liquefied Petroleum Gas (LPG) distribution market, serving the home and company segments in several Brazilian states.

Total sales volume in was 1.5 million tons in 2006, representing circa 10 million homes and more than 30 thousand companies.

The approximate configuration of operating assets totals 15 bottling bases, 21 storage bases, 84 own stores, 4,000 resale points and more than 1,500 vehicles, processing marketing of around 7 million cylinders / month through the following operating companies:

The location of each base, as well a detailed description of operating assets can be visualized in specific report RJ-0117/07-13.

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PROVISION OF SERVICES: OTHER COMPANIES

The other companies of the Ultrapar Group were created to support the group’s operating companies, described above, by providing specific in company services or use of the existing customer base. They are companies of secondary importance, without significant operating assets, listed below by name and segment:

IMAVEM IMÓVEIS E AGROPECUÁRIA LTDA (IMAVEM)

IMAVEM is a company of the Ultrapar Group, which holds the group’s operating assets, that is, the headquarters at Av. Brigadeiro Luis Antônio and other assets linked to the corporate staff.

Although it does not have significant operating assets, compared with the operating divisions of the group described above, it was decided to include it in the scope of companies evaluated because it contains the group’s headquarters.

Full description of this asset can be visualized in specific report RJ-0117/07-14.

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7. ACQUISITION OF THE IPIRANGA GROUP: SUMMARY OR OPERATION

The Ipiranga Group was acquired by the companies PETRÓLEO BRASILEIRO S/A (PETROBRAS), BRASKEM S/A (BRASKEM) e ULTRAPAR PARTICIPAÇÕES S/A (ULTRAPAR), the latter being a commissionaire for the account and order of the former in the acquisition process. After the conclusion of the acquisition, Ultrapar shall hold the distribution business of fuels and lubricants, located in the south and southeast regions (“South Distribution Assets”). Petrobras will hold the distribution business of fuels and lubricants located in the north, northeast and Midwest regions (“North Distribution Assets”). Braskem and Petrobras will hold the petrochemicals, represented by Ipiranga Química S.A., Ipiranga Petroquímica S.A. (“IPQ”) and by the latter’s holding in Copesul – Companhia Petroquímica do Sul (“Copesul”), in the proportion of 60% to Braskem and 40% to (“Petrochemical Assets”). The assets related to petroleum refining operations held by RPI will be shared equally by Petrobras, Ultrapar and Braskem.

As described in the Material Fact “ACQUISITION OF IPIRANGA GROUP”, published on March 19, 2007, the operation is divided into five stages, namely:

The next figures present the following corporate structures at 3 different moments: (i) ULTRAPAR and IPIRANGA, on the base date of this report, i.e., immediately before stage 2; (ii) ULTRAPAR after the conclusion of stage 2 and immediately prior to stage 4, with the premise that 96.62% of the common shares of RPI, 96.84% of DPPI and 93.18% of CBPI will be owned by ULTRAPAR and controlled after this stage; and (iii) ULTRAPAR after stage 4.

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8. GENERAL ASSESSMENT CRITERIA

This report was prepared to comply with the terms provided in Article 264 of Law No. 6.404, of 12.15.1976 (Lei das S/A), so as to assess the shareholders’ equity of all the companies directly involved in the acquisition process (ULTRAPAR, RPI, CBPI e DPPI), according to the same criteria and on the same dates at market prices, in the context of stage 4 of the acquisition process of the Ipiranga Group.

EVENTS AND ADJUSTMENTS CONSIDERED IN THE ASSESSMENT

In this assessment, we consider the effects of conclusion of stage 2, described in the Material Fact “ACQUISITION OF IPIRANGA GROUP”, which consists of the Public Tag Along Offering for the acquisition of the common shares issued by RPI, DPPI and CBPI. We have adopted the premise that, at the end of this stage, 96.62% of the common shares of RPI, 96.84% of DPPI and 93.18% of CBPI will be owned by ULTRAPAR and controlled. These events are considered in the adjusted balance sheet of ULTRAPAR.

The table below presents the general criteria defined for assessment of each account and/or group of accounts of the companies involved in the operation:

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9. ASSESSMENT OF SHAREHOLDERS’ EQUITY AT MARKET OF RPI

In this report, the approach of assets for assessment of the Shareholders’ Equity was adopted at the market value of the RPI. In this approach, we valued the relevant assets and liabilities so as to reflect their fair market value, according to the criteria detailed in Chapter 8.

RELEVANT ASSETS

RPI is a company that presents a double function in the structure of the Ipiranga Group: (i) holding of petrochemical investments of the group, in addition to also holding participations in the distribution assets; (ii) operating company, acting in the segment of petroleum refining, and therefore owner of related operating assets.

To arrive at the Shareholders’ Equity at market prices of RPI, therefore, it will be necessary for us to make valuations of their relevant operating assets, and also of the relevant investments in other companies of the group.

ASSESSMENT OF THE PROPERTY, PLANT AND EQUIPMENT

The assets that integrate the property, plant and equipment relating to the accounts of lands, buildings/facilities and machinery/equipment are of greatest relevance within the group of operating assets of RPI. The valuation of these assets can be found in Assessment Report RJ-0117/07-01, and is summarized in the table below:

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ASSESSMENT OF PETROCHEMICAL INVESTMENTS

The petrochemical investments of RPI are represented by its direct participation in the IQ company, which, as the RPI, also has a double function: (i) subholding of petrochemical assets of the group; and (ii) operating company, acting in the segment of distribution of petrochemical products, and therefore owner of the related operating assets.

For assessment of the Shareholders’ Equity at market of IQ, therefore, we need to assess, in addition to its property, plant and equipment, the Shareholders’ Equity at market of the invested companies considered relevant.

We present below the list of companies considered relevant, with the respective specific reports of assessment of the property, plant and equipment:

The Shareholders’ Equity at market of these companies are detailed in Annex 1.

ASSESSMENT OF THE DISTRIBUTION INVESTMENTS

The investments in the distribution activity of fuels of RPI are represented by their direct participation in the companies CBPI and DPPI.

The Shareholders’ Equity assessments at market of the companies DPPI and CBPI are the purpose of Chapters 10 and 11 of this report, because they have, together with RPI, shareholding in the other companies of the Ipiranga Group and also the purpose of the process of incorporation of shares by ULTRAPAR.

ASSESSMENT OF THE OTHER ASSETS AND LIABILITIES

For the other assets and liabilities of RPI, the criteria detailed in Chapter 8 were adopted, as shown in the calculations spreadsheets of Annex 1.

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VALUE OF THE SHAREHOLDERS’ EQUITY AT MARKET OF RPI

The table below presents the value of the Shareholders’ Equity at market of RPI on the base date, with the respective adjustments in the main accounts:

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VALUE OF THE SHARES OF RPI ON THE BASE DATE

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10. ASSESSMENT OF THE SHAREHOLDERS’ EQUITY AT MARKET OF CBPI

In this report the approach of assets for assessment of the Shareholders’ Equity at market value of CBPI was adopted. In this approach, we assess the relevant assets and liabilities so as to reflect their fair market value, according to the criteria detailed in Chapter 8.

RELEVANT ASSETS

CBPI is a company that exercises a double function in the structure of Ipiranga Group: (i) it divides with DPPI the status of holding of the investments in distribution of fuels of the group, in addition to holding also share in the petrochemical assets; (ii) operating company, acting in the segment of distribution of fuels, and, therefore, owner of related operating assets.

To arrive at the Shareholders’ Equity value at market prices of CBPI, therefore, it will be necessary to make assessments of their relevant operating assets and also of relevant investments in other companies of the group.

ASSESSMENT OF PROPERTY, PLANT AND EQUIPMENT

The assets that integrate the property, plant and equipment referring to the accounts of land, buildings/facilities and machinery/equipment are those of most relevance within the group of operating assets of CBPI. The assessment of these assets may be found in Assessment Reports RJ-0117/07-02 (CBPI NORTE – portion acquired by PETROBRAS), RJ-0117/07-03 (CBPI SUL – portion acquired by ULTRAPAR), and is summarized in the table below:

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ASSESSMENT OF PETROCHEMICAL INVESTMENTS

The petrochemical investments of CBPI are represented by its direct participation in the company IQ, already presented in Chapter 9, and also in the company EMCA. The Shareholders’ Equity at market of EMCA is detailed in Annex 1. The assessment at market of the property, plant and equipment of EMCA is in the specific report RJ-0117/07-09.

ASSESSMENT OF IASA

The assessment of the Shareholders’ Equity of IASA was included in the scope of assessment for strategic reasons, despite not being considered as a relevant investment for CBPI. The Shareholders’ Equity at market of IASA is detailed in Annex 1. The assessment at market of the property, plant and equipment of IASA is in specific report RJ-0117/07-10.

ASSESSMENT OF THE OTHER ASSETS

For the other assets and liabilities of CBPI, the criteria detailed in Chapter 8 were adopted, as demonstrated in the calculation spreadsheets of Annex 1.

ASSESSMENT OF DISTRIBUTION INVESTMENTS

The investments in the activity of distribution of fuels of CBPI are represented by its direct participation in the company AMPM, which has a double operating activity: (i) owner of land and construction of 56 fuel stations, operated by CBPI; and (ii) operating company, acting in the retail and convenience services segment in the network of stations Ipiranga.

The Shareholders’ Equity at market of AMPM is detailed in Annex 1. The assessment at market of the property, plant and equipment of AMPM is in specific report RJ-0117/07-05.

ASSESSMENT OF OTHER INVESTMENTS

The other investments were not considered relevant for assessment at market. In the case of MAXFACIL, its relevant assets are financial, with the book value equivalent to market.

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SHAREHOLDERS’ EQUITY VALUE AT MARKET OF CBPI

The table below presents the Shareholders’ Equity at Market of CBPI on the base date, with the respective adjustments to the main accounts:

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VALUE OF CBPI SHARES ON THE BASE DATE

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11. ASSESSMENT OF THE SHAREHOLDERS’ EQUITY AT MARKET OF DPPI

In this report, the approach of assets for assessment of Shareholders’ Equity at market of DPPI was adopted. In this approach, we assessed the relevant assets and liabilities so as to reflect their fair market value, according to the criteria detailed in Chapter 8.

RELEVANT ASSETS

DPPI is a company that has a double function in the structure of Ipiranga Group: (i) it divides with CBPI the status of holding of the investments in distribution of fuels of the group; (ii) operating company, acting in the segment of distribution of fuels, and, therefore, owner of the related operating assets.

To arrive at the Shareholders’ Equity at market prices of DPPI, therefore, it will be necessary to value the relevant operating assets, and also the relevant investments in other companies of the group.

ASSESSMENT OF THE PROPERTY, PLANT AND EQUIPMENT

The assets that integrate the property, plant and equipment referring to the accounts of land, buildings/facilities and machinery/equipment are those of greatest relevance within the group of operating assets of DPPI. The valuation of these assets can be found in Assessment Report RJ-0117/07-04, and is summarized in the table below:

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ASSESSMENT OF INVESTMENTS IN DISTRIBUTION

Investments in the activity of distribution of fuels of DPPI are represented by its direct participation in the companies ISASUL and COFAL. These companies own the land and constructions of 144 fuel stations, operated by DBPI.

The Shareholders’ Equity of ISASUL and COFAL are detailed in Annex1. The assessments at market of the property, plant and equipment of ISASUL and COFAL are in specific report RJ-0117/07-04.

ASSESSMENT OF OTHER INVESTMENTS

The other investments were not considered relevant for assessment at market. In the case of MAXFACIL, its relevant assets are financial, with the book value equivalent to market value.

ASSESSMENT OF THE OTHER ASSETS AND LIABILITIES

For the other assets and liabilities of DPPI, the criteria detailed in Chapter 8 were adopted, as demonstrated in the calculation spreadsheets of Annex 1.

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SHAREHOLDERS’ EQUITY AT MARKET OF DPPI

The table below presents the value of the Shareholders’ Equity at Market of DPPI on the base date, with the respective adjustments in the main accounts:

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VALUE OF SHARES OF DPPI ON THE BASE DATE

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12. ASSESSMENT OF SHAREHOLDERS’ EQUITY AT MARKET OF ULTRAPAR

In this report, the approach of assets for assessment of Shareholders’ Equity at market of ULTRAPAR was adopted. In this approach, we assessed the relevant assets and liabilities so as to reflect their fair market value, according to the criteria detailed in Chapter 8.

RELEVANT ASSETS

ULTRAPAR is a company that has a double function of holding in the structure of Ultrapar Group. As a pure holding company, ULTRAPAR is not a direct owner of operating assets, which are distributed by other companies of the group.

To arrive at the Shareholders’ Equity value at market of ULTRAPAR, therefore, it will be necessary that we make an assessment of the relevant investments in other companies of the group, grouped by operating activity, and also of the investments derived from the acquisition of the Ipiranga Group, assessed in Chapters 9, 10 and 11 of this report.

ASSESSMENT OF PETROCHEMICAL INVESTMENTS

The petrochemical investments of ULTRAPAR are represented by its direct participation in the company OXITENO S/A which, in turn, has a double function: (i) it is a subholding of the petrochemical assets of the group; and the (ii) operating company, acting in the petrochemical segment, and, therefore, owner of the related assets.

To assess the Shareholders’ Equity at market of OXITENO S/A, therefore, we need to assess, in addition to its property, plant and equipment, the Shareholders’ Equity at market of the invested companies considered relevant.

We present below a list of the companies considered relevant, with the respective specific assessment reports of property, plant and equipment:

The Shareholders’ Equity of these companies are detailed in Annex 1.

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ASSESSMENT OF INVESTMENTS IN INTEGRATED LOGISTICS AND STORAGE

Investments in integrated logistics and storage by ULTRAPAR are represented by its direct participation in the company ULTRACARGO, which, in turn, is a subholding of the companies that own the operating assets: (i) TRANSULTRA, operating company acting in the segment of integrated logistics; and (ii) TEQUIMAR, operating company, acting in the storage segment.

For assessment of the Shareholders’ Equity at market of ULTRACARGO, therefore, we need to assess, the Shareholders’ Equity at market of the invested companies.

The Shareholders’ Equity at market of TRANSULTRA and TEQUIMAR are found detailed in Annex 1. The assessments at market of the property, plant and equipment of TRANSULTRA and TEQUIMAR are in specific report RJ-0117/07-12.

ASSESSMENT OF INVESTMENTS IN DISTRIBUTION OF LPG

The investments in distribution of LPG of ULTRAPAR are represented by their direct participation in the company ULTRAGAZ, which, in turn, is a subholding of the companies that own operating assets, according to the region of performance: (i) BAHIA; (ii) UTINGÁS; (iii) SPGAS and (iv) CIA ULTRAGAZ.

For assessment of the Shareholders’ Equity at market of ULTRAGAZ, therefore, we need to assess, the Shareholders’ Equity at market of the invested companies.

The Shareholders’ Equity at market of the invested companies are detailed in Annex 1. The assessments at market of the property, plant and equipment of these companies are in specific report RJ-0117/07-13.

ASSESSMENT OF THE OTHER INVESTMENTS

The other investments were not considered as relevant for assessment at market. In the case of IMAVEM, because it owns the headquarters of Ultrapar Group, we make its assessment at market, set forth in assessment report RJ-0117/07-14.

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ASSESSMENT OF INVESTMENTS IN THE IPIRANGA COMPANIES

The investments held by ULTRAPAR in the Ipiranga companies are represented by its direct participation in the companies RPI, CBPI and DPPI, already assessed in Chapters 9, 10 and 11 of this report.

It should be stressed that the acquisition process was in progress on the date of issue of this report, and, therefore, we consider the effects of the following stages described in the Material Fact of March 19, 2007, on the Acquisition of the Ipiranga Group, for purposes of adjustment in the Shareholders’ Equity of Ultrapar:

Stage 2: Public Tag Along Offering for the acquisition of the common shares issued by RPI, DPPI, CBPI and IPQ; and

Stage 5: Segregation and transfer of the assets acquired by PETROBRAS and BRASKEM.

The effects of the adjustments can be visualized in Annex 1, in the proform balance sheets referred to as: (i) ULTRAPAR NOVA; (ii) CBPI-SUL; (ii) DPPI-SUL; (iii) AMPM-SUL; (iv) RPI-REFINO.

The Shareholders’ Equity proform at market of the companies above are detailed in Annex 1. The assessments at market of the property, plant and equipment are in the specific reports mentioned in Chapters 9, 10 and 11.

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VALUE OF THE SHAREHOLDERS’ EQUITY AT MARKET OF ULTRAPAR

The table below presents the Shareholders’ Equity at market of ULTRAPAR on the base date, considering the subsequent events mentioned, with the respective adjustments on the main accounts:

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VALUE OF THE SHARES OF ULTRAPAR ON THE BASE DATE, CONSIDERING THE EFFECTS OF THE SUBSEQUENT EVENTS

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13. CALCULATION OF SUBSTITUTION RELATIONS

Based on the results above, the coming four charts present the exchange ratios of shares of the companies Ipiranga with the holding company Ultrapar, in the context of stage 4 of the acquisition process, for purposes of compliance with Article 264 of Law No. 6.404, of 12.15.1976 (Lei das S/A):