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This excerpt taken from the PBR 6-K filed May 15, 2008. 3. EQUITY BOOK VALUE APPRAISAL CRITERION. 3.1. Equity Book Appraisal. To provide a basis for the increase in capital arising from the Incorporation of Shares, Grusts shares to be incorporated by Braskem were evaluated at equity book value, according to the appraisal report specifically prepared as of the base date of March 31 2008 (Base Date of Incorporation), using, for the purposes of equity pickup of the investees of Grust, the balance sheet of these investees raised as at March 31 2008. Pursuant to the legal requirements, particularly Article 226 and Paragraph 1 of 252 of Brazilian Corporate Law, PricewaterhouseCoopers Auditores Independentes, a civil corporation established in the city of São Paulo at Av. Francisco Matarazzo, 1,400, from the 7th to the 11th and from the 13th to the 20th floors, Torre Torino, enrolled in the corporate taxpayers register (CNPJ/MF) under number 61.562.112/0004 -73 (Price) was chosen as the specialized company, which evaluated the shares issued by Grust at R$720,709,227.75 (seven hundred and twenty million, seven hundred and nine thousand, two hundred and twenty-seven reais and seventy-five centavos). 3.2. Economic Appraisal. In order to establish the Exchange Ratio, as described in item 2.2, Itaú BBA was engaged. The latter evaluated Braskem and Grust on the basis of discounted cash flow methodology or transaction multiples of comparable companies in the following value bands (a) R$20.87 (twenty reais and eighty-seven centavos) to R$23.07 (twenty-three reais and seven centavos) per share issued by Braskem; and (b) R$2.59 (two reais and fifty-nine centavos) to R$2.86 (two reais and eighty-six centavos) per share issued by Grust. The consolidated economic value of Braskem was calculated on the basis of the sum of the economic value of Braskem (operational) and the stakes held directly or indirectly by Braskem including those in Copesul, IPQ, IQ and PPSA. Grusts economic value was calculated pro-forma on the basis of the sum of the stakes held by Grust in Copesul, IPQ, IQ and PPSA. 3.3. Pursuant to articles 12 and 13 of CVM Instruction 319/99, the financial statements of Grust and Braskem - the basis for the Operation, were audited by Price or by KPMG Auditores Independentes, respectively, the latter being used only as a basis for the eventual reimbursement of shares relative to the exercising of withdrawal rights with respect to the Incorporation of Shares. 3.4. Treatment of Subsequent Equity Variations. The equity variations, which occur up to the Base Date of the Incorporation, shall be booked to Petroquisa, by the equity pick up methodology. As from April 1 2008 until the date on which the Incorporation of Shares is made effective, equity variations shall be booked to Braskem by the equity pick up methodology. |
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