INDEPENDENT AUDITORS’ REPORT

The Shareholders and Management

Elekeiroz S.A.

Várzea Paulista - SP

1. We have examined the accompanying individual and consolidated balance sheet of Elekeiroz S.A. (the “Company”) as of December 31, 2008, and the related statements of income, of changes in shareholders’ equity, of cash flows and of value added for the year then ended, all prepared under the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements.

2. Our examinations were conducted in accordance with auditing standards applicable in Brazil and comprised: (a) planning of the work, taking into consideration the significance of the balances, volume of transactions, and the accounting and internal control systems of the Company, (b) checking, on a test basis, the evidence and records that support the amounts and accounting information disclosed, and (c) evaluating the significant accounting practices used, and estimates made, by management, as well as the presentation of the financial statements as a whole.

3. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and the results of its operations, the changes in its shareholders’ equity, its cash flows and values added for the year then ended in conformity with Brazilian accounting practices.

4. Previously, we examined the individual and consolidated financial statements of the Company for the year ended December 31, 2007, comprising the balance sheet, the statements of income, of changes in shareholders equity and of changes in financial position for the year then ended, as well as supplementary information composed of statements of cash flows and value added, on which we issued an unqualified opinion dated January 25, 2008. As mentioned in Note 2, the accounting practices adopted in Brazil have changed as from January 1, 2008. The financial statements for the year ended December 31, 2007, jointly presented with those for 2008, were prepared in accordance with the Brazilian accounting practices in force until December 31, 2007, as permitted by the CPC Technical Pronouncement 13 – First-time Adoption of the Provisional Measure 449/08 and Law 11,638/07 - without retrospective effects on the financial statements as of December 31, 2007 and taking into consideration the adjustments affecting retained earnings as of the transition date.

São Paulo, January 30, 2009

Orlando Octávio de Freitas Júnior

Engagement Partner - CRC 1SP178871/O-4

BDO Trevisan Auditores Independentes - CRC 2SP013439/O-5

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