Accounting Valuation Report

An accounting valuation report is required in cases of merger, acquisition and spin-off of companies, as established by the following legislation:

(a) Civil Code – LawNo. 10,406/02, Articles 1,113 to 1,122 – On Transformation, Acquisition, Merger, and Spin-off of Companies.

(b) Corporate Law – LawNo. 6,404/76, Articles 223 to 229 – Transformation, Acquisition, Merger and Spin-off.

(c) Brazilian Securities and Exchange Commission (CVM):

• CVM Instructions Nos. 319/99, 320/99 and 349/01 – Acquisition, merger and spin-off involving a corporation.

• CVM Instructions Nos. 361/02, 436/06, 480/09, 487/10 and 492/11–Tender Offer, in situations that they provide for related to accounting valuation.

The above-mentioned legislation basically determine that companies shall appoint experts to carry out the valuation of the net worth of the company to be acquired, merged or spun-off.

To prepare an accounting valuation report, the independent auditor, in the role of an expert, must follow the Auditing Standards and Procedures (NPA)No.14issued by the Brazilian Institute of Independent Accountants (IBRACON).

According to NPA No. 14, an accounting valuation consists of determining the value of specific components or of all components of the balance sheet of an entity at a certain date; the accounting valuation report may comprise the following:

• Net book value (or else, the net assets formed by all components of the balance sheet); or

• Net assets formed by certain assets and liabilities specifically selected by the management of the entity that requested the valuation report.

We have experience experience in the issue of accounting valuation report regarding the net worth or net assets for acquisition, merger and spin-off of companies, and UniQue can guide and assist you in meeting all the above-mentioned legal requirements, exceptthose of CVM, according to your needs and corporate documents.

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