ULTRAPAR HOLDINGS INC

Foreign Filer Report • Apr 22, 2009

6-K 1 dp13190_6k.htm FORM 6-K

Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report Of Foreign Private Issuer

Pursuant To Rule 13a-16 Or 15d-16 Of

The Securities Exchange Act Of 1934

For the month of April, 2009

Commission File Number: 001-14950

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)

Avenida Brigadeiro Luis Antonio, 1343, 9º Andar

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)

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

Form 20-F X Form 40-F

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

Yes No X

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

Yes No X

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

Yes No X

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

ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

ITEM
1.	Report
prepared by Apsis Consultoria Empresarial Ltda. regarding the appraisal of
net equity value at market price per share of Ipiranga
Group

	REPORT:	RJ-0285/08-01A
	BASE
DATE:	March 31,
2007
	APPLICANT:	ULTRAPAR PARTICIPAÇÕES
S.A., with head office located at Av. Brigadeiro Luiz Antonio, nº.
1.343, 9º andar, São Paulo, State of São Paulo, registered with the
General Roster of Corporate Taxpayers (CNPJ/MF) under no.
33.256.439/0001-39, hereinafter called ULTRAPAR .
●	OBJECTS:	REFINARIA DE PETROLEO IPIRANGA
S.A. , with head office located at Rua Eng. Heitor Amaro Barcellos,
551, Rio Grande, State of Rio Grande do Sul, registered with the General
Roster of Corporate Taxpayers (CNPJ/MF) under no. 94.845.674/0001-30,
hereinafter called RPI ; DISTRIBUIDORA DE PRODUTOS DE
PETRÓLEO IPIRANGA S.A. , with head office located at Av. Dolores
Alcaraz Caldas, 90, Porto Alegre, State of Rio Grande do Sul, registered
with the General Roster of Corporate Taxpayers (CNPJ/MF) under no. 92.689.256/0001-76,
hereinafter called DPPI , and; CIA. BRASILEIRA DE PETRÓLEO
IPIRANGA , with head office located at Rua Francisco Eugênio, 329,
Rio de Janeiro, State of Rio de Janeiro, registered with the General
Roster of Corporate Taxpayers (CNPJ/MF) under no. 33.069.766/0001-81,
hereinafter called CBPI . The companies
are jointly hereinafter called IPIRANGA
GROUP.
	PURPOSE:	Calculation of the value of the
Net Assets of the companies involved in the operation, at market price,
acquired by ULTRAPAR, for the purpose of assessing the applicability of
Article 256, II, b), of Act no. 6.404/76 (Corporate Law), based on the
acquisition of the IPIRANGA
GROUP by the
companies ULTRAPAR, PETRÓLEO
BRASILEIRO S/A (PETROBRAS) and BRASKEM S/A
(BRASKEM) .

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REPORT RJ-0285/08-01A

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EXECUTIVE SUMMARY

APSIS CONSULTORIA EMPRESARIAL Ltda. was hired by ULTRAPAR to calculate the value of the Net Assets of the companies involved in the operation at market price, acquired by ULTRAPAR, for the purpose of assessing the applicability of Article 256, II, b) of Act no. 6.404/76 (Corporate Law), based on the acquisition of the IPIRANGA GROUP by the companies ULTRAPAR, PETRÓLEO BRASILEIRO S/A (PETROBRAS) e BRASKEM S/A (BRASKEM).

The technical procedures used in this report are in accordance with the criteria set forth by appraisal standards.

This report presents the market value of the companies’ assets and liabilities used to adjust the book Net Assets of the companies involved in the operation by using the assets approach.

EVENTS AND ADJUSTMENTS CONSIDERED IN THE APPRAISAL

§ In this appraisal we considered only the net assets owned by ULTRAPAR, acquired in the acquisition operation described in the Material Fact “ACQUISITION OF THE IPIRANGA GROUP”, without considering the net assets transferred to Braskem and Petrobras at the end of the operation.

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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 became owner of 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 North, Northeast and Midwest regions (“North Distribution Assets”), Braskem and Petrobras became owners of 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 held by Ipiranga Petroleum Refinery (“RPI”) were equally shared by Petrobras, Ultrapar and Braskem.

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

1. Acquisition of shares from the Controlling Shareholders Ipiranga by Ultrapar;

2. Public Tag Along Offering for acquisition of common shares issued by RPI (Ipiranga Petroleum Refinery), DPPI (Ipiranga Petroleum Product Distributor)and CBPI (Ipiranga Brazilian Petroleum Company);

3. Public Offering for Cancellation of the Registration of Copesul Public Limited Company;

4. Incorporation by Ultrapar of the shares issued by RPI, DPPI and CBPI;

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

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SUMMARY OF RESULTS

The table below presents an overview of the Net Equity at market price of the companies involved in the operation, contemplating cross shareholdings pursuant to corporate structure as of the base date (see page 11):

| 03/31/2007 — Base
Date: 03/31/2007 | RPI | CBPI | DPPI |
| --- | --- | --- | --- |
| Amount of
shares | 29,600,000 | 105,952,000 | 32,000,000 |
| Net
Equity at Market Price – Value per share (R$) () | 6.16 | 9.32 | 24.50 |
| ()
contemplating cross shareholdings pursuant to corporate structure as of
the base date | | | |

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The tables below present an overview of the Net Equity at market price of the companies involved in the operation as of the base date of this report, excluding cross shareholdings, thus avoiding double counting of the assets sum and consolidation:

| COMPANY Refinaria de Petró leo
Ipiranga S/A - SUL () |
| --- |
| ()
corresponds to 1/3 of refinary activity |

| RELEVANT — ACCOUNTS | VALUE
(THOUSAND REALS) — BOOK | ADJUSTMENT | MARKET | |
| --- | --- | --- | --- | --- |
| TOTAL
ASSETS | 76,915 | | 29,947 | 106,861 |
| CURRENT
ASSETS | 64,488 | | 1,453 | 65,941 |
| LONG-TERM
ASSETS | 144 | | 0 | 144 |
| FIXED
ASSETS | 12,283 | | 28,494 | 40,777 |
| TOTAL
LIABILITIES | 76,915 | | 29,947 | 106,861 |
| CURRENT
LIABILITIES | 54,569 | | 10,152 | 64,721 |
| LONG-TERM
LIABILITIES | 32,384 | | 88 | 32,472 |
| EQUITY | (10,038 | ) | 19,707 | 9,668 |

COMPANY: Cia Brasileira de Petroleo Ipiranga - CBPI-SUL BASE DATE: March 31, 2007

| RELEVANT — ACCOUNTS | VALUE
( THOUSAND REALS ) — BOOK | ADJUSTMENT | MARKET | |
| --- | --- | --- | --- | --- |
| ASSETS | 1,842,114 | 361,345 | | 2,203,459 |
| CURRENT
ASSETS | 1,050,679 | (4,985 | ) | 1,045,694 |
| LONG-TERM
ASSETS | 164,596 | (546 | ) | 164,050 |
| FIXED
ASSETS | 626,839 | 366,876 | | 993,715 |
| TOTAL
LIABILITIES | 1,842,114 | 361,345 | | 2,203,459 |
| CURRENT
LIABILITIES | 401,039 | 71,823 | | 472,862 |
| LONG-TERM
LIABILITIES | 649,856 | 93,425 | | 743,281 |
| EQUITY | 791,219 | 196,096 | | 987,316 |

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REPORT RJ-0285/08-01A

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| COMPANY Distribuidora
de Produtos de Petroleo Ipiranga S/A - DPPI-SUL () |
| --- |
| ()
does not contemplate cross shareholding in CBPI |

RELEVANT — ACCOUNTS	BOOK	ADJUSTMENT		MARKET
TOTAL
ASSETS		614,009	116,883		730,892
	CURRENT
ASSETS	322,633	(1,201	)	321,432
	LONG-TERM
ASSETS	81,249	0		81,249
	FIXED
ASSETS	210,126	118,084		328,210
TOTAL	LIABILITIES	614,009	116,883		730,892
	CURRENT
LIABILITIES	59,173	17,987		77,160
	LONG-TERM
LIABILITIES	59,834	17,288		77,122
	EQUITY	495,002	81,608		576,610

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TABLE OF CONTENTS

1.	INTRODUCTION	8
2.	PRINCIPLES
AND QUALIFICATIONS	9
3.	RESPONSIBILITY
LIMITS	10
4.	APPRAISAL OF
IPIRANGA GROUP	11
4.1.	METHODOLOGY
USED	11
4.2.	PROFILING OF
IPIRANGA GROUP	12
4.3.	APPRAISAL OF
NET EQUITY AT MARKET PRICE	18
5.	CONCLUSION	27
6.	LIST OF
ATTACHMENTS	28

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1. INTRODUCTION

APSIS CONSULTORIA EMPRESARIAL S/C Ltda., hereinafter called APSIS, with head office located at Rua São José 90, grupo 1.802, in the City of Rio de Janeiro, State of Rio de Janeiro, registered with the General Roster of Corporate Taxpayers (CNPJ/MF) under no. nº 27.281.922/0001-70 was hired by ULTRAPAR to calculate the value of the Net Equity of RPI, DPPI and CBPI at market price, and to assess the applicability of Article 256, II, b), of Act no. 6.404/76 (Corporate Law), based on the acquisition of the IPIRANGA GROUP.

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

§ Bylaws or Articles of Incorporation of the companies;

§ Financial statements of the group’s companies;

§ Organization chart and corporate holdings;

§ List of assets from permanent assets ;

§ IAN (Annual Report) and ITR (Quarterly Report) of the companies;

§ Set of architectural plans;

§ Areas chart; and

§ Documents with general information on the industrial plant appraised, including production capacity data.

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:

§
project
manager

| § |
| --- |
| civil
engineer |
| post-graduated
in accounting sciences (CREA/RJ
91.1.03043-4) |

§
accountant
(CRC/RJ 044779/O-3)

§
accountant
(CRC/RJ 55029/O-1)

§
accountant
(CRC/RJ 022016-O-9)

| § |
| --- |
| mechanical
engineer |
| master of
business management (CREA/RJ
89.1.00165-1) |

| § |
| --- |
| business
manager |
| post-graduated
in financial management (CRA/RJ
20-47.164-6) |

§
civil
engineer (CREA/RJ 91.1.03035-3)

| § |
| --- |
| civil
engineer |
| post-graduated
in economic engineering (CREA/RJ
30137-D) |

§
economist
(CORECON/RJ 23521-0)

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

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1. PRINCIPLES AND QUALIFICATIONS

This report strictly complies wit the fundamental principles described below.

§ The consultants and appraisers have no personal bias towards the subject matter involved in this report nor derive any advantage from it.

§ The professional fees of APSIS are not, in any way, subject to the conclusions of this report.

§ The report was prepared by APSIS and no one, other than the consultants themselves, prepared the analyses and respective conclusions.

§ In this report, one assumes that the information received from third parties is correct, and the sources thereof are contained in said report.

§ To the best knowledge and credit of the consultants, the analyses, opinions and conclusions presented in this report are based on data, diligence, research and surveys that are true and correct.

§ APSIS assumes full responsibility for the matter of Appraisal Engineering, including implicit appraisals, in the exercise its honorable duties, primarily established in the appropriate laws, codes or regulations.

§ For projection purposes, we start from the premise of the inexistence of liens or encumbrances of any nature, judicial or extrajudicial, affecting the purpose of the relevant work, other than those listed in this report.

§ This Report meets the specifications and criteria established by the standards of the Brazilian Association of Technical Standards (ABNT), the specifications and criteria established by USPAP (Uniform Standards of Professional Appraisal Practice), in addition to the requirements imposed by different bodies, such as: the Treasury Department, the Central Bank of Brazil, CVM (the Brazilian equivalent to the US Securities and Exchange Commission), SUSEP (Private Insurance Superintendence), etc.

§ The report presents all the restrictive conditions imposed by the methodologies adopted, which affect the analyses, opinions and conclusions contained in the same.

§ APSIS declares that it does not have any direct or indirect interests in the companies contemplated in this report, in their respective controllers, or in the operation to which the "Protocol and Justification" refer, there being no relevant circumstances which may characterize conflict or communion of interests, whether potential or current, towards the issuance of this Appraisal Report.

§ In the course of our work, the controllers and managers of the companies contemplated in this report did not direct, limit, hinder or practice any acts, which have or may have compromised access, use or knowledge of information, property, documents or work methodologies relevant to the quality of our conclusions.

§ The Report was prepared in strict compliance with the postulates set forth in the Professional Code of Ethics of CONFEA – Federal Council of Engineering, Architecture and Agronomy ad of the Legal Institute of Engineering.

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1. RESPONSIBILITY LIMITS

§ To prepare this report, APSIS used historic data and information audited by third parties or not audited and projected non-audited data, supplied in writing or verbally by the company’s management or obtained from the sources mentioned. Therefore, APSIS assumed as true the data and information obtained for this report and does not have any responsibility in connection with their truthfulness.

§ The scope of this work did not include audit of the financial statements or revision of the works performed by its auditors .

§ Our work was developed for use by the applicants aiming at the already described objectives. It may, thus, be disclosed as part of the documents related to the corporate reorganization of ULTRAPAR, the mention of this work in related publications being authorized, as well as made available to shareholders and third parties, including through the websites of the companies involved.

§ We highlight that understanding of the conclusion of this report will be take place by reading it and its attachments in full. Therefore, conclusions from partial reading may not be drawn.

§ We do not take responsibility for occasional losses to the applicant, its shareholders, directors, creditors or to other parties as a result of the use of data and information supplied by the company and set forth in this report.

§ The analyses and conclusions contained herein are based on several premises, held as of this date, of future operational projections, such as: macroeconomic factors, amounts practiced by the market, exchange rate variations, sale prices , volumes, market share, revenues, taxes, investments, operational margins, etc. Thus, future results may differ from any prediction or estimate contained in this report.

§ This appraisal does not reflect events and their respective impacts, occurred after the date of issuance of this report.

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1. APPRAISAL OF THE IPIRANGA GROUP

4.1. METHODOLOGY USED

ASSETS APPROACH – NET EQUITY AT MARKET PRICE

This methodology derives from generally accepted accounting principles (PCGA), where financial statements are prepared based on the principle of historic cost or acquisition cost. Due to this principle and to the fundamental principle of accounting, the book value of the assets of a company less the book value of its liabilities equals the book value of its net equity.

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

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

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4.2. PROFILING OF THE IPIRANGA GROUP

With its origins dating back to the first half of the twentieth century, the Ipiranga Group Companies develop activities in various sectors, from the petrochemical industry to the production of asphalt, and also operate with fuel refinement and distribution. The figure below presents the corporate structure of the group before Stage 1 of the acquisition process, with the assets acquired by ULTRAPAR marked in BLUE:

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Next, we will present a description of the Net Assets acquired by ULTRAPAR, subject to this appraisal report.

REFINARIA DE PETRÓLEO IPIRANGA (RPI) (IPIRANGA PETROLEUM REFINERY)

The Ipiranga Petroleum Refinery is quite old. It was inaugurated in 1937 in the city of Rio Grande (State of Rio Grande do Sul), 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 Receipt and Delivery terminal entered into operation. It was built to speed up the entry and exit operation of products from the Refinery.

In 1998, the Ipiranga Refinery was authorized to produce a 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 onwards, considering the possibility of importing petroleum, the Ipiranga Refinery started to acquire raw material for its process, using supply alternatives also through the foreign market. By 2002, the modifications in the main process units of Ipiranga Refinery 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 a petroleum tank with storage capacity of 30,000 m³ was started. The tank was concluded in 2004. Still in 2003, the Ipiranga Refinery 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 appraisal report RJ-0117/07-01:

After the acquisition of the Ipiranga Group, the operating assets of RPI started being jointly managed by the three purchasing companies.

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EMPRESA CARIOCA DE PRODUTOS QUÍMICOS – EMCA (Chemical Products Company from Rio de Janeiro)

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

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

After the acquisition of the Ipiranga Group, the operating assets of EMCA started being property of ULTRAPAR.

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CBPI and DPPI (Ipiranga Brazilian Petroleum Company and Ipiranga Petroleum Product Distributor)

DISTRIBUTION OF FUELS

After the acquisition of the Ipiranga Group in 2007, where it acted as commissionaire, Ultrapar, the largest LPG distributor in Brazil, became the second largest distributor of fuels in the country and owner of the Ipiranga brand, holding 14% of the market through its subsidiaries CBPI and DPPI. Fuel distribution is a natural extension of LPG distribution, as it has similar profitability determinants: logistic efficiency, reseller network management and an important, well-known brand.

In 2007, 64% of the fuels sold by Ipiranga were distributed by gas stations, with the remaining quota being directly sold to major clients and retailer reseller transporters (TRR). The average volume sold per Ipiranga station in 2007 was 180m³ per month, while the average volume sold by the market was 146m³ per month, per station.

The south and southeast regions in which Ipiranga operates represent 67% of the total fuel consumption in 2007 in Brazil, and include the more densely populated states of Brazil, such as São Paulo, Rio de Janeiro and Minas Gerais.

The growth of the fuels sector is directly influenced by the growth rates of the Gross Domestic Product (PIB) and by the size of the vehicle fleet. Vehicle sales in Brazil have grown at a fast pace based on the greater availability of income and credit in Brazil. In 2007, approximately 2.5 million new vehicles were licensed, according to ANFAVEA ( National Association of Motor Vehicle Manufacturers), a 28% increase in relation to 2006, with the increase among bi-fuel vehicles being 40%. In 2007, there was a 6% increase in the volume sold by CBPI and DPPI in comparison to 2006, where:

(i) The combined volume of gasoline, ethanol and vehicular natural gas (GNV) had a 12% increase (460 thousand m3), based on the growth of the fleet of vehicles and improvement in

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legislation implemented in the distribution sector, with a highlight on the 79% increase in ethanol sales based on the expansion of the number of bi-fuel vehicles, and;

(ii) The volume of diesel presented a 3% growth in the period (193 thousand m³) based on the highest level of economic activity.

In 2007 there were 3.292 service stations operating under the Ipiranga brand, of which 509 were their own or were operating under a long-term lease contract, and 2,783 belonged to third parties. From the total number of stations, 86% were located in densely populated urban areas, and the remaining 14% on highways.

Distribution to major consumers represented 28% of CBPI and DPPI sales in 2007, with direct sales to approximately 2,800 customers, including state and municipal governments and owners of transportation fleets.

CBPI and DPPI also sell diesel, lubricants, fuel oil and kerosene to approximately 200 independent TRRs (retailer reseller transporters), which re-distribute petroleum derivatives to small and medium-size companies throughout Brazil. Most retailer reseller transporter customers of CBPI and DPPI consist of companies that have large fixed tanks in its facilities. These customers represent 8% of CBPI and DPPI sales volume in 2007.

AMPM CONVENIENCE STORES

AM/PM COMESTÍVEIS LTDA (AMPM) and ISA-SUL ADMINISTRAÇÃO E PARTICIPAÇÕES LTDA (ISASUL), subsidiaries of CBPI and DPPI respectively, have as their operational activity the management of AMPM convenience store franchises and of JET OIL automotive units within service stations under the Ipiranga brand.

After the acquisition of the Ipiranga Group, the operating assets related to the distribution activity of CBPI and AMPM became property of ULTRAPAR and PETROBRAS, in the following divisions:

CBPI e AMPM - NORTE (PETROBRAS) – operating assets located in the states of Bahia, Distrito Federal, Goiás, Mato Grosso do Sul, Mato Grosso, Pernambuco, Rio Grande do Norte, Rondônia and Tocantins.

CBPI e AMPM – SUL (ULTRAPAR) – operating assets located in the states of Espírito Santo, Minas Gerais, Paraná, Rio de Janeiro, Santa Catarina and São Paulo.

After the acquisition of the Ipiranga Group, the operating assets of DPPI started being property of ULTRAPAR.

The description and location of the relevant operating assets of CBPI and DPPI can be visualized in the specific reports RJ-0117/07-03 (CBPI – SUL), RJ-0117/07-04 (DPPI) and RJ-0117/07-05 (AMPM).

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4.3. APPRAISAL OF THE NET EQUITY VALUE AT MARKET PRICE

The assets approach was adopted in this report for the appraisal of the Net Equity at market price of the assets acquired. In this approach, the relevant assets and liabilities of each company relative to the assets acquired by ULTRAPAR were appraised so as to reflect their fair market value, according to the general criteria defined for the appraisal of each account and/or group of accounts of the companies involved in the operations, as shown in the following table:

| ACCOUNT
GROUP | PREMISES | APPRAISAL
CRITERIA |
| --- | --- | --- |
| GENERAL | Accounts with
a value of less than R$500 thousand were not analyzed, with book value
being maintained, with the exception of those consolidated in a specific
group. | Market value
identical to book value. |
| Cash, banks
and financial investments | Highly liquid
assets, with book values equal or very close to market value. | Market value
identical to book value, for being close to the fair value. Financial
Investments are substantially hedged by CDI (Interbanking Deposit
Certificate), according to note on financial instruments of financial
statements, there being no market adjustments. |
| Accounts
Receivable from Clients – National
and Foreign | Represented
by: · Trade bills
receivable and Loans to clients for | Appraised,
when applicable, for the value receivable, net of built-in interest on the
sale price. |

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ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

| (Current and
Long-Term Assets) | renovation and
modernization of stations, acquisition of products and market development,
net of: o Foreign
exchange advances delivered; and o Provision for
credits in liquidation o The Provision
for credits of doubtful liquidation was considered sufficient to cover
possible losses. | |
| --- | --- | --- |
| Inventories | · Finished
Products · Raw
Materials · Advances to
suppliers · Consumption
materials · Provision for
Loss | · Finished
products – Appraised for the net sale value of taxes and commercial
expenses; · Raw
Materials – Appraised for their replacement price · Other items – Market value identical to book value. |
| Deferred
income tax and social contribution – Current and Long-Term
Assets | Tax credits,
restated by SELIC (Brazilian base rate), not subject to prescription
periods, resulting from tax losses, negative bases, among others,
substantiated in the continuity of the profitability of transactions and | Market value
identical to book value, for being close to the fair
value. |

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ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

| Taxes
recoverable – Current and Long-Term Assets | recognized to
amount at which its realization may be considered probable. — Represented
by the following tax credits, very close to taxes and contributions due in
the short-term: · ICMS (a
Provisional Value Added Tax) · IPI (Excise
Tax) · PIS and
COFINS (Social Participation Program and Contribution to Social Security
Financing) · IRRF (Income
Tax Deductible at Source) · Early IR
(Income Tax) and CS (Social Contribution) · Others Net of
provision for creditor balances that the companies estimate not being able
to compensate in future. | Book value
maintained, having in view that the balance is substantially represented
by credits with ICMS recoverable already restated by provisions in view of
possible losses based on the maximum expected discount in the trading
thereof. |
| --- | --- | --- |
| Expenses of
following fiscal years | Substantially
represented by: · Prepaid real
estate rent | The value
corresponding to other prepaid expenses was cancelled, as well as expenses
with leased asset facilities. |

APSIS CONSULTORIA

REPORT RJ-0285/08-01A

20

ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

| (Current and
Long-Term Assets) | · Insurance · Expenses with
leased asset facilities Other prepaid
expenses | Other items
were maintained for the book value, as, in the event of early termination,
they are subject to recovery. |
| --- | --- | --- |
| Dividends
receivable | Dividends
receivable from subsidiaries | Market value
identical to book value, for being close to the fair
value. |
| Other
accounts receivable (Current and
Long-Term Assets) | Substantially
represented by: · Accounts
receivable from related parties · Other
accounts receivable | Market value
identical to book value, for being close to the fair
value. |
| Associated
Companies – Long Term | Loans
receivable from subsidiaries and associated companies | Market value
identical to book value, for being close to the fair
value. |
| Judicial
Deposits | All judicial
deposits have a corresponding provision in the
Liabilities. | Market value
identical to book value, for being close to the fair
value. |

APSIS CONSULTORIA

REPORT RJ-0285/08-01A

21

ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

| Relevant
Investments | -
Investments in subsidiaries appraised at market value -
Investments in not appraised subsidiaries, using the relevance
criteria. | - Book
balances comprised on the balance sheets of appraised subsidiaries were
adjusted at market value. The amount accounted for as the participation of
said parent companies in these companies, was then adjusted based on the
equity method of accounting, having as a basis the net equity at market
price of their subsidiaries. -
Associated companies and subsidiaries not appraised at market value
(relevance criteria and/or market value identical to book value), were
appraised by the net equity method of accounting. |
| --- | --- | --- |
| Premium/Discount | Premium/Discount
verified in acquisition of investments. | Null market
value for investments in subsidiaries appraised at market value, and
market value identical to book value for subsidiaries that were not
appraised. |
| Other
Investments | Other
investments are represented by: | · Other
Investments were appraised by the net book value of provision for |

APSIS CONSULTORIA

REPORT RJ-0285/08-01A

22

ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

| | · Other
investments | losses or,
when applicable, appraised by their respective quotations at BOVESPA (São
Paulo Stock Exchange) as of the base date. |
| --- | --- | --- |
| Fixed Assets:
- Land, buildings/facilities, machinery/equipment
/vehicles | Specific
appraisal reports, as presented in previous Chapters. | Market
value. |
| Works in
Progress | Assets with
book value close to market value, for being recent
acquisitions. | Market value
identical to book value, for being close to the fair
value. |
| Improvements
to third-party real estate | Assets with
depreciated book value close to market value, adjusted for effectiveness
of rent/lease contracts. | Market value
identical to book value, for being close to the fair
value. |
| Advance to
Suppliers Property, Plant and Equipment | Values to be
incorporated to property, plant and equipment upon conclusion of
projects. | Market value
identical to book value, for being close to the fair
value. |
| Deferred
Assets | Expenses
associated to studies and projects as well as third-party installations,
net of corresponding amortizations. | Market value
identical to book value, for being close to the fair
value. |

APSIS CONSULTORIA

REPORT RJ-0285/08-01A

23

ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

| Intangible
Assets | Represented
by Software, Technology, Rights of use, Patents and other intangible
assets, net of corresponding amortizations and of provision for losses in
realization of intangible assets. | Market value
identical to book value, for being close to the fair
value. |
| --- | --- | --- |
| Loans in
national and foreign currency – Current and Long-Term
Liabilities | Loans for
acquisition of estate, working capital, raw materials and
others. | Most loans
have their charges fixed on the basis of CDI (Interbanking Deposit
Certificate) or TJLP (Long-Term Interest Rate), for the case of specific
loans taken from BNDES (Brazilian Development Bank). Book value
maintained, for being close to the fair value. |
| Debentures | All
Debentures were considered at face value. | Book value
maintained, for being close to the fair value. |
| Suppliers | All
obligations to Suppliers were considered due at their book value, having
in view that their liquidation is very short term. | Market value
identical to book value, for being close to the fair
value. |
| Wages and
social charges | Values
considered at face value. | Market value
identical to book value, for being close to the fair
value. |

APSIS CONSULTORIA

REPORT RJ-0285/08-01A

24

ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

| Dividends
payable | Values
payable to parent company. | Market value
identical to book value, for being close to the fair
value. |
| --- | --- | --- |
| Income Tax
and Social Contribution payable – Current and Long-Term
Liabilities | Represented
by provision constituted on real profits, adjusted by IR (Income Tax) and
CS (Social Contribution) calculated on the effects of increases and
decreases in value. | Recalculated from the effects
produced by the appraisal of Net Equity at market
price. |
| Deferred
Income Tax and Social Contribution – Current and Long-Term
Liabilities | Tax debits,
restated by the SELIC rate, not subject to prescription
periods. | Market value
identical to book value, for being close to the fair
value. |
| Tax
Liabilities and Other taxes and contributions – Current and Long-Term
Liabilities. | ICMS
(Provisional Tax on Financial Transactions), IPI (Excise Tax), PIS (Social
Participation Program), COFINS (Contribution for Social Security
Financing), ISS (Service Tax), IRRF (Income Tax Deductible at Source),
INSS (Social Security Tax) and other tax liabilities due were considered
for the full amount due. The long-term installment corresponds to taxes
and contributions provisioned, whose values were deposited in
court. | Market value
identical to book value, for being close to the fair
value. |
| Related
companies | Loans payable
to subsidiaries and associated companies. | Market value
identical to book value, for being close to the fair
value. |

APSIS CONSULTORIA

REPORT RJ-0285/08-01A

25

ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

Other Accounts Payable – Current and Long-Term Liabilities Represented by Rents, Condominium fees, Insurance, pension plans, provision for contingencies and other accounts payable. Market value identical to book value, for being close to the fair value, except for the provision for contingencies, which were restated for values calculated based on possible contingencies, at the ratio of 50% of the amounts presented, having in view the uncertainty of success. For contingencies considered as having a remote possibility of loss, adjustments to the provision were not made.

APSIS CONSULTORIA

REPORT RJ-0285/08-01A

26

1. CONCLUSION

In the light of the examinations conducted in the previously mentioned documents and on the basis of APSIS’ analyses, the experts concluded that the values of the Net Equities of RPI, CBPI and DPPI at market price are according to the tables below, as of the base date of March 31, 2007:

| Base
Date: 03/31/2007 | RPI | CBPI | DPPI |
| --- | --- | --- | --- |
| Amount of
shares | 29,600,000 | 105,952,000 | 32,000,000 |
| Net
Equity at Market Price – Value per share (R$) () | 6.16 | 9.32 | 24.50 |
| ()
contemplating cross shareholdings pursuant to corporate structure as of
the base date | | | |
| 03/31/2007 | | | |
| Base
Date: 03/31/2007 | RPI
- REFINERY | CBPI | DPPI
(*) |
| Net
Equity at Market Price – (R$ thousand) | 9,668.34 | 987,315.78 | 576,609.85 |
| ()
does not contemplate cross shareholdings in
CBPI | | | |

Report RJ-0285/08-01A being concluded, consisting of 28 (twenty-eight) pages typed on one side and 02 (two) attachments and extracted in 05 (five) original counterparts, APSIS Consultoria Empresarial S/C Ltda., CREA/RJ 82.2.00620-1 and CORECON/RJ RF/2.052-4, a company specialized in the appraisal of assets, legally represented below by its directors, makes itself available for any clarifications which may be necessary.

Rio de Janeiro, October 20, 2008.

ANA CRISTINA FRANÇA DE SOUZA Managing Partner LUIZ PAULO CESAR SILVEIRA Director CÉSAR DE FREITAS SILVESTRE Accountant

APSIS CONSULTORIA

REPORT RJ-0285/08-01A

27

1. LIST OF ATTACHMENTS

2. APPRAISAL CALCULATIONS AND SUPPORT DOCUMENTS

3. GLOSSARY AND APSIS’ PROFILE

SÃO PAULO – SP Alameda Franca , nº 1467/44 Jardim Paulista, CEP: 01422-0001 Tel.: + 55 11 3061.5879 Fax: + 55 11 5041.8206 RIO DE JANEIRO – RJ Rua São José, 90, grupo 1802 Centro, CEP: 20010-020 Tel.: + 55 21 2212.6850 Fax: + 55 21 2212.6851

APSIS CONSULTORIA

REPORT RJ-0285/08-01A

28

ATTACHMENT 1

COMPANY
(*)
corresponds to 1/3 of refinary activity

| RELEVANT — ACCOUNTS | VALUE
( THOUSAND REALS ) — BOOK | ADJUSTMENT | | MARKET | | |
| --- | --- | --- | --- | --- | --- | --- |
| TOTAL
ASSETS | 76,915 | | 29,947 | | 106,861 | |
| CURRENT
ASSETS | 64,488 | | 1,453 | | 65,941 | |
| Cash and
Banks | 8,534 | | 0 | | 8,534 | |
| Accounts
Receivable | 7,389 | | 0 | | 7,389 | |
| Inventories | 41,281 | | 1,453 | | 42,734 | |
| Taxes
Recoverable | 7,181 | | 0 | | 7,181 | |
| Other
Accounts Receivable | 103 | | 0 | | 103 | |
| LONG-TERM
ASSETS | 144 | | 0 | | 144 | |
| Judicial
Deposits | 99 | | 0 | | 99 | |
| Other
Accounts Receivable | 45 | | 0 | | 45 | |
| FIXED
ASSETS | 12,283 | | 28,494 | | 40,777 | |
| Investments | 131 | | 0 | | 131 | |
| Others | 131 | | 0 | | 131 | |
| Fixed
Assets | 12,152 | | 28,494 | | 40,646 | |
| Equipment and
Installation | 6,211 | | 23,137 | | 29,348 | |
| Buildings and
Construction | 815 | | 5,836 | | 6,651 | |
| Land | 3,819 | | (480 | ) | 3,339 | |
| Work in
Progress/Advance to Suppliers | 1,170 | | 0 | | 1,170 | |
| Others | 138 | | 0 | | 138 | |
| TOTAL
LIABILITIES | 76,915 | | 29,947 | | 106,861 | |
| CURRENT
LIABILITIES | 54,569 | | 10,152 | | 64,721 | |
| Loans | 41,357 | | 0 | | 41,357 | |
| Wages and
Social Charges | 2,044 | | 0 | | 2,044 | |
| Dividends | 6,061 | | 0 | | 6,061 | |
| Income Tax
and Social Contributions Payable | 35 | | 10,152 | | 10,187 | |
| Tax
Obligations | 4,884 | | 0 | | 4,884 | |
| Other Current
Liabilities | 188 | | 0 | | 188 | |
| LONG-TERM
LIABILITIES | 32,384 | | 88 | | 32,472 | |
| Related
parties | 11,632 | | 0 | | 11,632 | |
| Other Taxes
and Contributions | 8,435 | | 0 | | 8,435 | |
| Other
Accounts Payable | 12,316 | | 88 | | 12,404 | |
| EQUITY | (10,038 | ) | 19,707 | | 9,668 | |
| Capital | 121,667 | | 0 | | 121,667 | |
| Revaluation
reserves | 2,062 | | 0 | | 2,062 | |
| Accumulated
Profit/ Loss | (133,767 | ) | 0 | | (133,767 | ) |
| Net
Adjustment to Market Value | | | 19,707 | | | |

COMPANY Cia Brasileira de Petroleo Ipiranga - CBPI-SUL BASE DATE: March 31, 2007

RELEVANT — ACCOUNTS	BOOK	ADJUSTMENT		MARKET
ASSETS		1,842,114	361,345		2,203,459
CURRENT
ASSETS		1,050,679	(4,985	)	1,045,694
Cash and
Banks		2,212	0		2,212
Financial
Investments		71,625	0		71,625
Accounts
Receivable		676,119	(5,398	)	670,721
Inventories		216,349	8,753		225,103
Deferred
Income Tax and Social Contribution		27,246	0		27,246
Taxes
Recoverable		38,648	0		38,648
Prepaid
Expenses		11,685	(8,340	)	3,345
Dividends
Receivable		692	0		692
Other
Accounts Receivable		6,102	0		(6,102	)
LONG-TERM
ASSETS		164,596	(546	)	164,050
Deferred
Income Tax and Social Contribution		33,308	0		33,308
Judicial
Deposits		7,093	0		7,093
Accounts
Receivable		108,066	0		108,066
Other
Accounts Receivable		8,236	0		8,236
Prepaid
Expenses		7,893	(546	)	7,347
FIXED
ASSETS		626,839	366,876		993,715
Investments		157,828	56,675		214,503
TROPICAL	99.99%	12,758	(3,009	)	9,749
AM
PM	99.99%	51,219	41,108		92,327
EMCA	100.00%	18,077	18,576		36,653
ILL	99.00%	1	0		1
ITL	100.00%	56	0		56
ICIE	100.00%	7	0		7
MAX-FACIL	34.00%	60,708	0		60,708
IMOBILIARIA	100.00%	4,712	0		4,712
TRANPORTADORA
SUL BRASILEIRA	25.00%	7,224	0		7,224
Goodwill/
Goodwill Loss		2,274	0		2,274
Others		791	0		791
Fixed
Assets		469,011	310,200		779,212
Equipment and
Installation		247,671	102,329		350,000
Buildings and
Construction		62,285	85,232		147,517
Land		71,073	122,639		193,712
Improvements		20,729	0		20,729
Work in
Progress/Advance to Suppliers		34,931	0		34,931
Others		32,322	0		32,322
TOTAL
LIABILITIES		1,842,114	361,345		2,203,459
CURRENT
LIABILITIES		401,039	71,823		472,862
Loans		59,118	0		59,118
Debentures		2,596	0		2,596
Suppliers		253,461	0		253,461
Wages and
Social Charges		22,615	0		22,615
Dividends
Payable		341	0		341
Income Tax
and Social Contributions Payable		14,234	71,823		86,057
Tax
Obligations		22,922	0		22,922
Other
Accounts Payable		25,751	0		25,751
LONG-TERM LIABILITIES		649,856	93,425		743,281
Loans		196,279	0		196,279
Debentures		350,000	0		350,000
Related
parties		1,052	0		1,052
Income Tax
and Social Contributions Payable		201	0		201
Other
Accounts Payable		102,323	93,425		195,749
EQUITY		791,219	196,096		987,316
Capital		495,697	0		495,697
Capital
Reserves		290	0		290
Revenue
Reserves		256,101	0		256,101
Accumulated
Profit/ Loss		39,131	0		39,131
Net
Adjustment to Market Value			196,096

Company
(*)
does not contemplate cross shareholding in CBPI

ACCOUNTS	BOOK	ADJUSTMENT		MARKET
TOTAL
ASSETS		614,009	116,883		730,892
CURRENT
ASSETS		322,633	(1,201	)	321,432
Cash and
Banks		6,444	0		6,444
Financial
Investments		48,365	0		48,365
Accounts
Receivable		175,053	(2,488	)	172,565
Inventories		71,923	3,344		75,266
Deferred
Income Tax and Social Contribution		3,637	0		3,637
Taxes
Recoverable		11,598	0		11,598
Prepaid
Expenses		2,647	(2,056	)	590
Dividends
Receivable		214	0		214
Other
Accounts Receivable		2,753	0		2,753
LONG-TERM
ASSETS		81,249	0		81,249
Related
Parties		35,895	0		35,895
Deferred
Income Tax and Social Contribution		11,383	0		11,383
Judicial
Deposits		3,138	0		3,138
Accounts
Receivable		27,643	0		27,643
Other
Accounts Receivable		139	0		139
Prepaid
Expenses		3,052	0		3,052
FIXED
ASSETS		210,126	118,084		328,210
Investments		86,617	46,692		133,310
ISA-SUL	100.00 %	56,616	44,634		101,250
COFAL	100.00 %	1,001	2,059		3,060
MAXFACIL-PARTICIPAÇÕES	16 %	28,569	0		28,569
IABM	100 %	10	0		10
Others		421	0		421
Fixed
Assets		123,509	71,392		194,901
Equipment and
Installation		54,699	21,290		75,989
Buildings and
Construction		17,734	19,658		37,392
Land		12,509	30,444		42,953
Improvements		17,645	0		17,645
Work in
Progress/Advance to Suppliers		10,136	0		10,136
Others		10,785	0		10,785
TOTAL
LIABILITIES		614,009	116,883		730,892
CURRENT
LIABILITIES		59,173	17,987		77,160
Loans		4,342	0		4,342
Suppliers		33,391	0		33,391
Wages and
Social Charges		3,229	0		3,229
Income Tax
and Social Contributions Payable		351	17,987		18,338
Tax
Obligations		3,077	0		3,077
Other
Accounts Payable		14,783	0		14,783
LONG-TERM
LIABILITIES		59,834	17,288		77,122
Loans		32,388	0		32,388
Other
Accounts Payable		27,446	17,288		44,734
EQUITY		495,002	81,608		576,610
Capital		219,984	0		219,984
Capital
Reserves		50	0		50
Revenue
Reserves		248,979	0		248,979
Accumulated
Profit/ Loss		25,988	0		25,988
Net
Adjustment to Market Value			81,608

ATTACHMENT 2

GLOSSARY

ASSETS APPROACH – valuation methodology in which all assets and liabilities (including unregistered ones) have their value adjusted according to their market values.

BETA – measurement of a stock systematic risk, price trend of a certain stock to be related to changes in a certain index.

BUSINESS RISK – uncertainty level for realizing future returns expected for the business, which do not result from financial leverage.

CAPITAL STRUCTURE – breakdown of the capital invested in a company, including own capital (equity) and third-parties capital (indebtedness).

CAPITALIZATION – conversion of a simple period of economic benefits into value.

CAPITALIZATION RATE – any divisor used for converting economic benefits into value in a simple period.

CAPM – Capital Asset Pricing Model -model in which the cost of capital for any stock or group of stocks is equivalent to the risk-free rate added to a risk premium, provided by the systematic risk of the stock or group of stocks under analysis.

CASH FLOW – cash generated by an asset, group of assets or company during a certain period of time. Usually, such term is complemented by a qualification, depending on the context (operating, non-operating, etc)

COMPANY – commercial, industrial, service or investment entity performing an economic entity.

CONSTRUCTION EQUIVALENT AREA – constructed area on which the corresponding construction unit cost equivalence is applied, as provided by the principles of NB-140 of ABNT (Brazilian Association of Technical Rules).

CONTROL – power to direct the company strategic, politic and administrative management.

CONTROLLING PREMIUM – value or percentage of a controlling stocks pro rata value over the non-controlling stocks pro rata value, which reflect the controlling power.

COST OF CAPITAL – expected return rate required by the market for attracting funds for a determined investment.

CURRENT VALUE – It is the value for replacing an existing asset for a new one, depreciated according its physical conditions.

DISCOUNT FOR LACK OF CONTROL – value or percentage deducted from the 100%-pro rata value of a company value, which reflects the lack of part or whole control.

DISCOUNT FOR LACK OF LIQUIDITY – value or percentage deducted from the 100% pro rata value of a company value, which reflects the lack of liquidity.

DISCOUNT RATE – any divisor used for converting a future economic benefit flow into present value.

EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization.

ECONOMIC BENEFIT – benefits such as revenues, net income, net cash flow, etc.

ELECTRIC DAMAGE VALUE – It is an estimation of the cost for repairing or replacing the parts of an asset in case of electric damage. Values are scheduled in percentages of the Replacing

Value and were calculated through equipment’s manual analysis and the repairing maintenance expertise of APSIS’ technicians.

1

FAIR MARKET VALUE – value for which a certain asset change its ownership between a potential seller and a potential buyer, when both parties are aware of relevant facts and none of them are under pressure to make the deal.

GOODWILL – intangible asset referring to name, reputation, client portfolio, loyalty, localization and other similar items that cannot be identified separately.

HOMOGENIZED AREA – usable, private or constructed area with mathematical treatments for valuation purposes, according to criteria set forth by APSIS, based on the real state market.

INCOME APPROACH – valuation methodology by converting to present value expected economic benefits.

INSURANCE MAXIMUM VALUE – It is the maximum value of an asset for which it is advisable to insure it. Such criterion establishes that the asset which depreciation is higher than 50%¨should have a Insurance Maximum Value equivalent to twice the Current Value; and, an asset which depreciation is lower than 50%, should have a Insurance Maximum Value equivalent to the Replacing Value.

INSURANCE VALUE – It is the value for which the Insurance Company assumes the risks, and it is not applied on land and foundations, expect in special cases.

INTANGIBLE ASSETS – non-physical assets such as brands, patents, rights, contracts, industrial secrets that provide the owner with rights and values.

INTERNAL RETURN RATE – discount rated in which the present value of the future cash flow is equivalent to the investment cost.

INVESTED CAPITAL – sum of own capital and third-parties capital invested in a company. Third-parties capital is usually related to debts with short and long term interests to be specified in the valuation context.

INVESTED CAPITAL CASH FLOW – cash flow generated by the company to be reverted to financers (interests and amortizations) and shareholders (dividends) after operating costs and expenses and capital expenditures.

INVESTMENT VALUE – value for a particular investor, based on particular interests for a certain asset such as synergy with other companies of a investor, different perceptions of risk and future performances, etc.

ISSUE DATE – date on which the valuation report is ended, when valuation conclusions are presented to the client.

LEVERAGED BETA – beta value reflecting the indebtedness in the capital structure.

LIQUIDATION VALUE – It is the value of a sale on sale in the market, out of its original productive process. In other words, it is the value that would be verified in case the asset was deactivated and put up for sale separately, considering costs of disassembly or demolition (in case of real estate), storage and transportation.

LIQUIDITY – capacity to rapidly convert a certain asset into cash or into a debt payment.

MARKET APPROACH – valuation methodology, which utilizes multiples that result from the sale price of similar assets.

MARKET NET EQUITY – see assets approach.

MULTIPLE – market value of a company, stock or invested capital, divided by a company’s measurement (revenues, income, client volume, etc.).

2

NON-OPERATING ASSETS – assets that are not directly related to the company operating activity (whether they generate revenue or not) and that may be sold without affecting its operation.

OPERATING ASSETS – assets that are necessary for the company operation.

PERPETUITY VALUE – value at the end of the projective period to be added to the cash flow.

PRESENT VALUE – value of a future economic benefit on a specific date, calculated by the application of a discount rate.

PRIVATE AREA – usable area including building elements (such as walls, columns, et c) and elevators hall (in some cases).

REFERENCE DATE – specific date (day, month and year) to apply the valuation.

RESIDUAL VALUE – It is the value of a new or old asset projected for a certain date, limited to the date on which such asset turns into scrap, considering that during such period of time, the asset will be operating.

REPLACING VALUE (FOR A NEW ASSET) – value based on the price (usually at market current prices) or replacing an asset for a new equal or similar one.

SCRAP VALUE – It is the asset value at the end of its useful life, considering its disassembly or demolition value (in case of real estate), storage and transportation.

SUPPORTING DOCUMENTATION – discount rate is a return rate used to convert into present value a payable or receivable amount.

TANGIBLE ASSETS – physical assets such as lands, constructions, machines and equipment, furniture and appliances, etc.

USEFUL AREA – usable area of a real estate, measures by the internal face of its walls.

USEFUL LIFE – period of time during which an asset may generate economic benefits VALUATION – act or process through which the value of a company, stock interest or other

asset is determined.

VALUATION METHODOLOGY – the approaches used for preparing valuing calculations in order to indicate the value of a company, stock interest or other asset.

VALUE – price denominated in monetary quantity.

WACC (Weighted Average Cost of Capital) – model in which the cost of capital is determined

3

SIGNATURES

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

Date: April 22, 2009

| ULTRAPAR
HOLDINGS INC. | |
| --- | --- |
| By: | /s/
André Covre |

| Name: | André
Covre |
| --- | --- |
| Title: | Chief
Financial and Investor Relations Officer |

(Apsis Report – appraisal of net equity value at market price per share of Ipiranga Group)