PLASCAR PARTICIPACOES INDUSTRIAIS S.A. Corporate Taxpayer s ID (CNPJ) / Corporate Registry ID (NIRE)

Transcription

1 PLASCAR PARTICIPACOES INDUSTRIAIS S.A. Corporate Taxpayer s ID (CNPJ) / Corporate Registry ID (NIRE) Authorized-Capital Publicly-Held Company Minutes of the Extraordinary General Meeting held on July 24, 2007, drawn up as a summary: 1. Date, Time and Place: Held on July 24, 2007, at 3:00 pm, at the Company s headquarters, located at Avenida Amélia Latorre, 01, Sala 6, Retiro, City of Jundiai, State of Sao Paulo. 2. Call: Call notice published on Valor Econômico newspaper, issues of SP and RJ, on July 6, 9 and 10, 2007, in the Official Gazette of the State of São Paulo on July 6, 7 and 11, 2007 and in Jornal de Jundiaí on July 6, 11 and 12, Attendance: Shareholders representing 61% of the Company s voting capital, as per signatures included in the Shareholders Attendance Book. Mr. Gordiano Pessoa Filho, Company s Investor Relations Officer, and Mr. Miguel Agostinho Guardia, Fiscal Council s Member, also attended the meeting. 4. Presiding Board: Chairman: Mr. André Cambauva do Nascimento; Secretary: Mr. Mauro Cesar Leschziner. 5. Agenda: (a) to resolve on the Board of Directors proposal to perform the reverse split of the 16,643,034,525 registered common shares, without par value, representing the Capital Stock, at the ratio of one hundred (100) shares to one (1) share of respective type, converting them into 166,430,346 registered, book-entry common shares, without par value, with the subsequent amendment to article 5 of the Bylaws, as well as the Company s authorized capital shall be reverse split in the same proportion, changing from 20 billion to 200 million shares, with the subsequent amendment to the Bylaws. Controlling shareholder Permali do Brasil Ind. e Comércio Ltda. will donate a sufficient number of shares to shareholders that in view of the reverse split would hold fractions of shares, so that such shareholders may recompose whole shares; (b) to approve the acquisition of corporate interest held by Permali do Brasil Ind. e Comércio Ltda. in Argentine company Plascar Indústria de Componentes Plásticos S/A (current corporate name of Rosário Project S/A), to be performed by subsidiary Plascar Ind. de Componentes Plásticos Ltda.; (c) to elect a sitting member of the Fiscal Council, in view of the resignation request presented by the sitting member appointed by minority shareholders; and (d) to consolidate the Bylaws. 6. Resolutions: The attending Shareholders resolved by unanimous vote, without any restrictions, on the following: 6.1 To approve, in accordance with the proposal of the Company s management, pursuant to the provisions in article 12 of Law no. 6,404 as of December 15, 1976 and subsequent amendments, the reverse split of all shares representing the Company s capital stock, at the ratio of one hundred (100) shares to one (1) share of respective type, without changing the Capital Stock, with the purpose of improving visibility of quotations of the shares representing the Company s Capital Stock, reducing operating costs and making the control and relationship with shareholders more efficient, by adopting the trade by share unit. In addition, shareholder Permali do Brasil Indústria e Comércio Ltda. will

2 donate a number of shares necessary to sum up to one hundred (100) shares directly to shareholders holding a number of common shares not multiple of one hundred (100) shares. As of 07/25/2007, the shares representing the capital stock will be traded exclusively by unit price. To approve, also, in accordance with the management s proposal, the reverse split of the Company s authorized capital, changing it at the same proportion from 20 billion to 200 million shares. As a result of said reverse split approved herein, the caput of article 5 of the Bylaws shall become effective with the following wording: Article 5 Fully subscribed and paid-up capital amounts to two hundred and eighty-nine billion, eighty million reais (R$ 289,080,000.00), divided into one hundred and sixty-six million, four hundred and thirty thousand, three hundred and forty-six (166,430,346) book-entry common shares, without par value, and the Company is authorized to increase such capital stock in conformity with the provisions of article 166 of Law no. 6,404/76, up to the limit of two hundred million (200,000,000) shares, with the issuance of common and preferred shares, all of them without par value. 6.2 To approve the acquisition of corporate interest held by company Permali do Brasil Indústria e Comércio Ltda. in Argentine company Plascar Indústria de Componentes Plásticos S/A (current corporate name of Rosário Project S/A), headquartered in calle 10, entre calles 9 y 11, Parque Indústrial Pillar, Ruta 8, km 60, partido de Pillar, Buenos Aires, by subsidiary Plascar Ind. de Componentes Plásticos Ltda., for the amount, in Argentine pesos, of 19,022,527.53, equivalent in Brazilian reais, by the Sales Rate practiced by the Central Bank of Brazil as of June 31, 2007, to eleven million, eight hundred and fifty-four thousand, one hundred and fifty-four reais and thirty-five centavos (R$11,854,154.35), based on the appraisal report prepared by company Delloite Touche Tohmatsu, attached hereto. In order to conclude the transaction, the previous day s conversion rate will be used. Said acquisition shall occur in accordance with the purchase and sale agreement to be executed by the parties, the settlement of which shall occur upon the loan settlement in the amount of eleven million, eight hundred and sixty thousand, two hundred and ninety reais and sixty-seven centavos (R$11,860,290.67), purpose of the loan agreement executed on August 1, 2006 and subsequent addendums, in which Plascar Ind. de Componentes Plásticos Ltda. is the lender and Permali do Brasil Indústria e Comércio Ltda. is the borrower. In addition, due to the balance of the price of said acquisition, another loan agreement will be executed by said companies, in which Plascar Ind. de Componentes Plásticos Ltda. is the borrower and Permali do Brasil Indústria e Comércio Ltda. is the lender. 6.3 In view of the resignation request presented by Mr. Mauro Giorgi, Fiscal Council s sitting member appointed by minority shareholders, to elect Ms. Maria Luisa Henriqueta de Lima Pereira da Silva Cossi, Portuguese, married, economist, RNE no. W X and Individual Taxpayer s Registry no , resident at Alameda Catanduva, 65, residência 4, Alphaville, São Paulo/SP, as the new sitting member, with term of office up to the Annual General Meeting approving the financial statements for the fiscal year to be ended on December 31, The Fiscal Council s member elected herein shall be invested in office upon the signature of the corresponding instrument of investiture. The Fiscal Council s member elected herein represents, under the penalties of law: (i) not to be impeded by special law or convicted by crimes of bankruptcy, prevarication, subornation or bribe, embezzlement, misappropriation, against popular economy, public faith or property, or criminal penalty prohibiting, even temporarily, access to public offices; (ii) not to be convicted by penalty of suspension or temporary disqualification

3 applied by the Brazilian Securities and Exchange Commission, constituting ineligibility for management positions in public-held companies, as set forth in Paragraph 2 of article 147 of the Brazilian Corporate Law; (iii) to comply with the requirement of spotless reputation set forth in Paragraph 3 of article 147 of the Brazilian Corporate Law; and (iv) not to be a member of management bodies, employee of a company or subsidiary of the same group, or spouse or relative, up to the third degree of affinity, of a company s manager; and (v) not to occupy a position in a company which may be deemed a competitor of the company, and not to have or represent interests conflicting with the company s. 6.4 Due to the amendments occurred, to consolidate the wording of the Bylaws, as attached hereto. 6.5 To authorize the drawing-up of these present minutes as a summary, pursuant to Paragraph 1 of article 130 of the Brazilian Corporate Law. 7. Closure: Nothing else to be discussed, the Extraordinary General Meeting was closed, and these present minutes were read, discussed, found in compliance and signed by those attending the meeting. Signatures) André Cambauva do Nascimento Chairman; Mauro Cesar Leschziner Secretary; Permali do Brasil Ind. e Comércio Ltda; Ana Clara Monteiro Rodrigues; Edmundo Valadão Cardoso; Geração Fundo de Investimento em Ações Shareholders. This instrument is a free English translation of the original minutes drawn up in the Company s records. Jundiaí, July 24, Mauro Cesar Leschziner SECRETARY

4 BYLAWS (7/24/2007) CHAPTER I NAME, HEAD OFFICE, PURPOSE AND VALIDITY Article 1 PLASCAR PARTICIPAÇÕES INDUSTRIAIS S.A. (the Company ), with head office and venue in the city of Jundiaí, state of São Paulo, shall be governed by applicable legal provisions and these Bylaws. Article 2 By means of a resolution of the Board of Directors, any branches, warehouses or offices may be opened, transferred or closed in any part of the country or abroad, and for each case a portion to be withdrawn from the Capital Stock shall be determined. Article 3 The Company s purpose is as follows: a) manufacturing, trading, import and export metal and plastics products; b) management and leasing of own assets; c) holding interest in other companies, as a unit holder or shareholder; d) commercial representation; e) agricultural exploitation. Article 4 The Company s validity is indeterminate. CHAPTER II CAPITAL STOCK AND SHARES Article 5 Fully subscribed and paid-up capital amounts to two hundred and eightynine billion, eighty million reais (R$ 289,080,000.00), divided into one hundred and sixty-six million, four hundred and thirty thousand, three hundred and forty-six (166,430,346) book-entry common shares, without par value, and the Company is authorized to increase such capital stock in conformity with the provisions of article

5 166 of Law no. 6,404/76, up to the limit of two hundred million (200,000,000) shares, with the issuance of common and preferred shares, all of them without par value. Paragraph 1 Within the authorized capital limit, the Board of Directors shall be the body responsible for resolving on the issuance, the related amount and number of new shares, including by means of capitalization of profits and reserves, irrespective of any statutory reform, and for defining the conditions for the subscription and payment of such shares. Paragraph 2 Within the authorized capital limit and according to the plan approved by the Shareholders Meeting, the Company may grant a stock purchase option to its management or to individuals providing services to the Company or to other companies under its control. Paragraph 3 Upon resolution of shareholders representing a minimum of fifty percent of the shares with voting rights issued by the Company, preferred shares may be converted into common shares, at the ratio of one (1) preferred share to one (1) common share provided that they are paid-in. Article 6 Upon capital increases, the Company may issue common or preferred shares, or just one type of shares, without keeping a proportion between the shares of each type or class, with the preferred shares complying with the maximum limit of twothirds (2/3) of the total issued shares, pursuant to law. Article 7 Shares shall be book-entry and kept in deposit accounts on behalf of their holders, in compliance with articles 34 and 35 of Law No. 6,404/76 and other legal and regulatory provisions. Sole Paragraph The depository institution in which the shares are kept may opt to charge the service cost of transferring the ownership of shares, in compliance with any maximum legal limits. Article 8 Each common share will be entitled to one (1) vote in connection with resolutions taken at the Shareholders Meeting. Preferred shares shall not be entitled to vote but shall have the privileges stated in article 10.

6 Article 9 The share shall be indivisible in relation to the Company; when the share is held by more than one person, the rights granted thereto shall be exercised by the condominium representative. Article 10 The book-entry preferred shares shall be fully held and have the following characteristics and/or advantages: I - right to dividends at least ten percent higher than those assigned to common shares; II - be entitle to a mandatory minimum dividend of 25%, referred to in item b of article 32 of these Bylaws; III - be entitle to dividends higher than the minimum 25%, in equal conditions to common shares; and IV - priority in capital reimbursement in the event the Company is liquidated. Article 11 Shares shall be kept in a deposit account in a financial institution assigned by the Executive Board, without issuance of Certificates. Article 12 Shareholders shall not have preemptive rights in the subscription of shares issued by the Company, within the authorized capital limit and which placement is carried out under the conditions set forth in Article 172 of Law No. 6,404/76, except for any provision to the contrary determined by the Board of Directors. Sole Paragraph If required, the Board of Directors is authorized to engage any financial institutions of its choosing, for the placement of shares, by means of public subscription, in connection with the capital increase. Article 13 By means of a resolution of the Board of Directors, the Company may acquire its own shares, to be held in treasury or be canceled, in compliance with any applicable legal provisions. CHAPTER III MANAGEMENT Article 14 The Board of Directors and the Executive Board shall be responsible for

7 the Company s management, with the former being a collegiate resolution body and the latter being responsible for representing the Company, pursuant to law and these bylaws. SECTION I BOARD OF DIRECTORS Article 15 The Board of Directors shall be composed of at least three (3) and at the most seven (7) members elected by the Shareholders Meeting, with term of office of up to three (3) years, with reelection being allowed. Paragraph 1 The Shareholders Meeting electing the Board of Directors shall nominate both the Chairman and the Vice-Chairman, as well as the overall compensation amount for the Company s management. Paragraph 2 The Board of Directors members shall be instated in office upon their signing the Instrument of Investiture in its related Minutes Book in compliance with any legal requirements. Paragraph 3 Upon the end of their term of office, the Board members shall remain in their positions until their substitutes are elected and instated in office. Paragraph 4 In the event of any impediment or absence, the Chairman shall be replaced by the Vice-Chairman, and in the event of the latter s absence, by any person, among its peers, assigned by the Board of Directors. Paragraph 5 In the event of any vacancy in the Board of Directors, its Chairman or, if applicable, the Vice-Chairman then in office shall nominate the substitute adreferendum at the first Shareholders Meeting to be held, with his/her term of office coinciding with those of the remaining Board members. Article 16 The Board of Directors shall meet whenever necessary, upon call by its Chairman, or in his/her absence, by the Vice-Chairman or even by the majority of its members then in office, with at least three (3) days in advance.

8 Paragraph 1 The quorum required to convene the Board of Directors meeting shall be half its elected members. Paragraph 2 Any resolutions of the Board of Directors shall be drawn up as a summary and in full in the Board of Directors Meeting Minutes book. Paragraph 3 Any resolutions of the Board of Directors shall be taken by majority of votes, and the Chairman or Vice-Chairman shall be entitled, in addition to his/her vote as a Board member, to the casting vote in the event of a draw. Paragraph 4 Any Board of Directors member may be represented by any other member at the meetings, upon a proxy in the form of a letter, telegram or telex, and each member may not represent more than one (1) another member. Article 17 The Board of Directors shall be responsible for: a) defining the general guidance of the Company s business; b) electing and removing the Company s officers; c) inspecting the management of the Executive Board, reviewing, at any time, the Company s books and papers, and requesting information on agreements entered into or to be entered into; d) calling any Annual or Extraordinary Shareholders Meetings; e) stating a position on the management report and the Executive Board accounts; f) choosing and removing its independent auditors; g) approving the authorization for the Executive Board to acquire any Company s shares, for the purposes of being canceled or held in treasury and subsequent disposal thereof; h) resolving on the issuance of shares, within the authorized capital limit, as well as for defining, upon its discretion, a period for the exercise of any shareholders preemptive rights in the event of a subscription of shares arising from any capital increase; i) resolving, as proposed by the Executive Board, on: authorization for opening of the Company s branches, agencies, offices and representation offices in any part of the country or abroad; the Company s interest held in other Companies; disposing of any permanent assets in amounts higher than one hundred

9 thousand (100,000) Reference Fiscal Units (UFIR) or any other index which shall replace it in the event of its termination, as well as the acquisition, disposal and set up of any collateral on properties. SECTION II EXECUTIVE BOARD Article 18 The Executive Board shall be composed of at least three (3) and at the most seven (7) members, with a Chairman and others merely referred to as members, whether or not shareholders, resident in the country, elected by the Board of Directors with a term of office of up to three (3) years, with reelection allowed. Paragraph 1 At the most one-third (1/3) of the Board of Directors members may be elected as Officers. Paragraph 2 Upon termination of their term of office, the Officers shall remain in their positions until their substitutes are elected and instated in office. Paragraph 3 Any Officers shall be instated in office by drawing up and signing the Executive Board Meeting Minutes book. Article 19 In the event of any vacancy in the Executive Board, a Board of Directors meeting shall be called, in which a substitute shall be elected to remain in the position until the end of the related term of office. Article 20 Within the restrictions set forth in these bylaws and the limits defined by law, the Executive Board shall have the powers and duties to ensure the Company s normal operations. Article 21 The Executive Board shall be responsible for: a) complying with and causing the compliance with any provisions set forth in these bylaws, any laws applicable to corporations, any resolutions of the Shareholders Meetings and its own resolutions; b) preparing and submitting, to the Annual Shareholders Meetings, the balance sheets and the financial statements with the respective report; and

10 c) proposing to the Shareholders Meetings any changes to these bylaws and any other measures which it deems to be of the Company s interest, obtaining, when required, the Fiscal Council s opinion whenever the latter is operating. Paragraph 1 The use of the Company s name shall be exercised with full powers by means of: a) the joint signatures of two Officers; or b) the joint signatures of one Officer and one attorney-in-fact; or c) the joint signatures of two attorneys-in-fact; or} d) the sole signature of one attorney-in-fact specially engaged for such. Paragraph 2 Any acts providing for the Company to act as a surety or guarantor shall be always carried out by means of the joint signature of the CEO and another Officer. In the event the CEO is absent, this Officer shall be responsible for nominating a substitute to carry out the acts mentioned above. Paragraph 3 The CEO shall be responsible for calling and presiding over any Executive Board meetings. Paragraph 4 Any Attorneys-at-law shall be nominated by at least two Officers, upon the joint signature in the respective power of attorney, which shall include all the acts and operations the attorney-at-law may carry out, as well as the term of its validity, except for any powers of attorney to represent the Company in any lawsuits or administrative proceedings. Article 22 The Executive Board shall meet whenever called by the CEO, and the minutes of its resolutions shall be drawn up in the appropriate book. Paragraph 1 The Executive Board meeting shall be convened with the attendance of at least two-thirds (2/3) of the members elected, among which necessarily the CEO or a substitute nominated by him/her in the event of his/her absence. Paragraph 2 The Executive Board s decisions shall be made by majority of votes of the Officers attending the meeting and, in the event of a draw, the CEO or his/her substitute nominated as stated in the above paragraph shall be entitled to a casting

11 vote. Article 23 The Board of Directors shall nominate, on a timely basis, among the Officers, the member who, in addition to his/her duties set forth in these Bylaws, shall accumulate the functions of Market Relations Officer and be responsible for providing any information required for the investors and the Brazilian Securities Commission (CVM), as well as for keeping the Company s register updated and represent it with said body, without prejudice to the responsibility held by the whole management for promptly disclosing any information related to any material acts or facts, under the provisions set forth in law. Article 24 The overall management compensation shall be annually defined by the Shareholders Meeting and include monthly fees and, optionally, an interest of up to ten percent (10%) of the income earned, provided that shareholders are paid the minimum dividend addressed in item b of article 33 of these Bylaws, and any legal provisions related thereto are complied with. Sole Paragraph The Board of Directors shall be responsible for defining the way the respective amounts shall be distributed among its members and the Executive Board members. CHAPTER IV FISCAL COUNCIL Article 25 The Company shall have an Fiscal Council not operating permanently, with duties and powers granted by law, composed of at least three (3) and at the most five (5) members, and deputies in equal numbers, whether or not shareholders, resident in the country, who may be reelected. Paragraph 1 The Fiscal Council shall be convened by means of a resolution of the Shareholders Meeting or upon the shareholders request, pursuant to the law.

12 Paragraph 2 The Shareholders Meeting resolving on the Council s convening shall elect its members and define the respective compensation. Paragraph 3 Any members elected shall be instated in their positions by signing the Instrument of Investiture in the Fiscal Council Minutes book. Paragraph 4 The members elected shall be replaced by their respective deputies. CHAPTER V SHAREHOLDERS MEETINGS Article 26 The Shareholders Meeting shall usually meet in the four (4) first months after the end of the fiscal year and, on an extraordinary basis, whenever the Company s interests so require, and any appropriate legal provisions shall be complied with in connection with its calling, convening and resolutions. Article 27 Any resolutions of the Shareholders Meeting, notwithstanding any exceptions set forth by law, shall be taken by majority of votes, with no blank votes being taken into account. Article 28 Any meetings shall be chaired by the Board of Directors Chairman or, in his/her absence, by the Vice-Chairman, and in the latter s absence, by a shareholder chosen by the attendees. Article 29 Any persons attending the Meetings shall prove their capacity as shareholders, pursuant to law, and may be represented by an attorney-in-fact appointed at least one (1) year ago, who shall be a shareholder, a Company s manager, a financial institution or an attorney. Sole Paragraph The attorney-in-fact shall be appointed by power of attorney presented at the Company s head office, jointly with the Investor Relations Department, at least 48 hours before the meeting is convened; under penalty of the attorney-in-fact s not being able to exercise the term of office.

13 Article 30 During the five (5) days preceding the Shareholders Meetings, any services related to the transfer, conversion or splitting of share certificates, multiple securities and certificates, in compliance with any legal formalities, shall be suspended. CHAPTER VI FISCAL YEAR, PROFITS AND RELATED DISTRIBUTION Article 31 The fiscal year shall end on December 31 of each year and, upon this date, a Company s general balance sheet shall be prepared, together with the other financial statements. Article 32 Out of the income for the year, any possible accumulated deficit, provision for income tax and management statutory profit sharing shall be deducted. Paragraph 1 Out of the net income for the year: a) five percent (5%) shall be assigned for recognition of a legal reserve, until such reserve reaches twenty percent (20%) of capital stock; b) at least twenty-five percent (25%) out of the adjusted net income, pursuant to article 202 of Law No. 6,404/76, as non-cumulative dividends, shall be assigned to shareholders; and c) the remaining balance shall be assigned to a Statutory Reserve, which purpose is to cover any possible repurchase of own shares and which will have the amount of capital stock as its limit. Article 33 The Company may prepare balance sheets for six-month periods or for shorter periods, and the Board of Directors may distribute the profits determined in such balance sheets ad-referendum of the Shareholders Meeting. Article 34 Any bonuses and dividends shall be made available to shareholders, except for any resolution to the contrary of the Shareholders Meeting, within sixty (60) days counted from the date such bonuses and dividends are declared and, in any case, within

14 the fiscal year. Sole Paragraph Any dividends not claimed within three (3) years, counted from the date the Shareholders Meeting granting such dividends is published, shall not bear any interest and shall expire in favor of the Company. CHAPTER VII WINDING-UP, LIQUIDATION AND TERMINATION Article 35 The Company shall be wound up pursuant to the provisions set forth by law, and the Shareholders Meeting shall be responsible for defining the way it shall be liquidated, assigning the liquidator and the Fiscal Council which should operate during the liquidation period. CHAPTER VIII FINAL PROVISIONS Article 36 Any cases not ruled in these Bylaws shall be settled by the applicable legal provisions in force related to Corporations.

15 Plascar Indústria de Componentes Plásticos Ltda. Economic Valuation of Rosario Project S.A. Base Date: May 31, 2007 Deloitte Touche Tohmatsu Consultores

16 Deloitte. June 14, 2007 To PLASCAR INDÚSTRIA DE COMPONENTES PLÁSTICOS LTDA. Av. Amélia Latorre, 01 - Bairro Retiro Jundiaí SP For the attention of: Mr. André Nascimento Mr. Gordiano Pessoa Filho RE: Economic Valuation of Rosario Project S.A. Dear Sirs, Upon your request, we have carried out the economic valuation of Rosario Project S.A. (Rosario or "Company") at May 31, 2007, the results of which are submitted in our report attached hereto. INTRODUCTION Rosario Project S.A. was incorporated in 1998 in the city of Rosario (Argentina), with the exclusive purpose of serving the industrial unit of car maker General Motors in the same city by manufacturing auto parts (bumpers for car model Corsa). In view of the economic crisis Argentina faced in 2001, the Company s parent company (then Textron) determined that operations should be discontinued, which occurred in December Currently, Permali do Brasil Indústria e Comércio Ltda. (Permali) holds practically all Rosario s shares (99.99%), which shareholders equity, at May 31, 2007, amounts to eighteen million, nine hundred ninety thousand, nine hundred sixty-eight pesos, fifty-three cents (Arg$ 18,990,968.53). As stated in Permali s preliminary balance sheet at May 31, 2007, the book value, equity method, of Permali s investments in Rosario amounts to eleven million, nine hundred twelve thousand, seven hundred forty-nine pesos, sixty-nine cents (Arg$ 11,912,749.69).

17 We present below the structure of Permali do Brasil Indústria e Comércio Ltda at May 31, PURPOSE We understand that the purpose of this valuation is to provide input for the Management of Plascar Management Indústria de Componentes Plásticos Ltda. (Plascar) for a possible corporate restructuring process involving Rosario Project S.A. No other purpose is to be construed or implied. We draw your attention to the fact that, in our valuation, we are not taking into account any possible synergies which might occur in future negotiations and impact the achieved results. METHODOLOGY We estimated the economic value of Rosario by applying the valuation methodology known as Asset Approach, whereby we evaluated the Company s assets at their respective market values, adjusting its assets and liabilities at market value. In general, the book value of an asset or liability does not reflect its market value along the time, and this asset or liability may be under- or overstated. The economic value of Rosario is mostly concentrated on its property, plant and equipment, since the Company is currently inactive. Accordingly, we carried out the asset valuation of the current property, plant and equipment, aiming at identifying its market value, based on the results shown in the Asset Valuation Report (Technical Opinion) for May 31, SCOPE AND LIMITATION OF WORK In conformity with our service proposal, our procedures have not included the independent checking of the data or information provided by the Company s Management that were taken into account and mentioned in our report. Our work was not an audit in accordance with generally accepted auditing standards.

18 RESULTS OF VALUATION Based on the aforementioned information, analyses, main considerations and assumptions described, and the information provided by Plascar s management, in addition to the results achieved and presented in the Asset Valuation Report, we estimated that the market value of Rosario, reflected in its assets and liabilities adjusted to market value, at May 31, 2007, is nineteen million, twenty-two thousand, five hundred twenty-seven pesos, seventy-three cents (Arg$ 19,022,527.73), as shown below: ASSETS Current assets 5,167,438 (948,915) 4,218,523 Permanent assets 18,363, ,474 19,343,475 TOTAL 23,530,439 31,559 23,561,998 LIABILITIES Current liabilities 4,539,470-4,539,470 TOTAL 4,539,470-4,539,470 Adjusted net income 18,990,969 31,559 19,022,528 MAIN ASSETS AND LIABILITIES AND AJUSTMENTS MADE Permanent Assets Adjusted to Market Value The adjustment of permanent assets at market value, of Arg$ thousand, is derived from the result of the asset valuation of the property, plant and equipment owned by Rosario, at May 31, This result is based on a study we conducted and presented in the Asset Valuation Report, for May 31, 2007, and submitted together with this Report. Current Assets Adjusted to Market Value It is composed of Cash and cash equivalents, Trade accounts receivable, Other Receivables, and Recoverable Taxes. Except for Recoverable taxes, no adjustments were made to the other accounts, since we understand that the respective balances already reflect market value. The balance of Cash and cash equivalents, of Arg$ 1,329.1 thousand, refers to the balance of bank deposits and temporary cash investments at the base date. The balance of Trade accounts receivable (net of Provision for losses), of Arg$ 12.7 thousand, refers to the reimbursement of costs incurred on development of tooling. Other receivables, with balance of Arg$ 1,406.7 thousand, basically refers to amounts withheld by the Federal Revenue Service of Argentina (Arg$ thousand), which release depends on evidence of allocation of funds remitted by subsidiary or affiliated companies in Brazil. The balance of Recoverable taxes, of Arg$ 2,418.9 thousand, basically refers to taxes (VAT) recoverable derived from the purchase of equipment. In accordance with Plascar s management, this balance should be offset after the start of operations, estimated for mid-2007, and settled at the end of Based on the perspective that these credits will be used, we estimate that the market value of Recoverable taxes is Arg$ 1,470.0 thousand, totaling a negative adjustment of Arg$ thousand to book value. Permanent Assets Adjusted to Market Value As aforementioned, we carried out the asset valuation of the items comprising the Machinery and

19 equipment account. No adjustments were made to items Land and civil works and Other permanent assets, since the purchases and improvements comprising most of this balance are quite recent and already reflect the market value of the respective assets. Based on the Technical Opinion presented together with this Report, the market value of the Machinery and equipment account is Arg$ 11,949.2 thousand, totaling an adjustment of Arg$ thousand to the book value of Permanent assets Current Liabilities Adjusted to Market Value It is composed of Accounts payable, Loans and financing Affiliated companies, Provisions, and Other payables. No adjustments were made to these accounts, since we understand that the respective balances already reflect market value. The balance of Accounts payable, of Arg$ 3,059.9 thousand, basically refers to remaining installments to be paid to international equipment suppliers. The balance of Loans and financing, of Arg$ 1,329.5 thousand, partially refers to the debit balance of a loan (interest only) due to parent company Permali. The balance of Provisions, of Arg$ 99.3 thousand, partially refers (Arg$ 22.4 thousand) to the provision for income tax that, according to Plascar s management, is calculated on the value of assets, even though there is no profit generation. The remaining balance refers to provisions for payment of audit services and other suppliers. Most of the balance of Other payables, of Arg$ 50.7 thousand, refers to taxes payable on financial operations, levied on capital inflow. OTHER CONSIDERATIONS This report is not intended for general circulation or publication, nor may it be reproduced or used with any purpose other than the aforementioned without our prior written authorization. We assume no responsibility or liability for any damages caused or losses incurred by any party involved, as a result of the circulation, publication, reproduction or use of this report with any purpose other than the proposed one. We reserve the right but are not obliged to review all calculations included or referred to in this report, if deemed necessary, as well as to review our opinion as to the market value of Rosario in the event we become later aware of any information not available at the time this report is issued. This report and the asset valuation report, jointly presented, include, in summary, our comments and the methodology used to estimate the value. Due to the aforementioned reasons, among others, we recommend that any possible partial or total purchase/sale of Rosario be subject to a due diligence audit and price adjustment, if applicable. Should you require any further clarification, do not hesitate to contact us. Very truly yours, DELOITTE TOUCHE TOHMATSU Corporate Finance Eduardo de Oliveira Partner

20 Deloitte. Attachment A Balance Sheet at May 31, Assets - Liabilities Corporate Finance

21 - Balance Sheet at May 31, 2007: Assets in Arg $ ASSETS CURRENT ASSETS 5,167, Cash and cash equivalents 1,329, Trade accounts receivable 12, Other receivables 1,406, Recoverable taxes 2,418, PERMANENT ASSETS 18,363, Machinery and equipment 11,336, Land and civil works 7,122, Other permanent assets 272, Accumulated depreciation (367,399.07) Total assets 23,530,438.99

22 - Balance Sheet at May 31, 2007: Liabilities in Arg $ LIABILITIES CURRENT LIABILITIES 4,539, Accounts payable 3,059, Loans and financing Affiliated companies 1,329, Provisions 99, Other payables 50, SHAREHOLDERS EQUITY 18,990, Capital 6,012, Advance for future capital increase 24,947, Capital adjustment 14, Primas de emisión 15,315, Accumulated deficit (27,298,158.89) Total liabilities 23,530,438.99

23 Deloitte. Corporate Finance Attachment B Adjusted Assets and Liabilities

24 - Adjusted Balance Sheet at May 31, 2007 in Arg $ ASSETS CURRENT ASSETS 4,218, Cash and cash equivalents 1,329, Trade accounts receivable 12, Other receivables 1,406, Recoverable taxes 1,469, PERMANENT ASSETS 19,343, Machinery and equipment 11,949, Land and civil works 7,122, Other permanent assets 272, Accumulated depreciation - Total assets 23,561, LIABILITIES CURRENT LIABILITIES 4,539, Accounts payable 3,059, Loans and financing Affiliated companies 1,329, Provisions 99, Other payables 50, SHAREHOLDERS EQUITY 19,022, Capital 6,012, Advance for future capital increase 24,947, Capital adjustment 14, Primas de emisión 15,315, Accumulated deficit (27,298,158.89) Total liabilities 23,561,998.19