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US$75000000 Lupatech Finance Limited - Banco Best

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The pro forma statement of operations is presented for illustrative purposes only and is not necessarily<br />

indicative of our actual consolidated results of operations would have been had the Pro Forma Acquisitions been<br />

consummated by us on January 1, 2007 or on any other date, and it is not indicative of our future results of<br />

operations or financial position. The pro forma statement of operations has been prepared based upon available<br />

information and upon certain assumptions that we believe are reasonable. The pro forma statement of operations<br />

has not been prepared in accordance with rules for preparation of pro forma statement of operations established by<br />

any regulatory body such as the U.S. Securities and Exchange Commission, or SEC. For important information as<br />

to how we compiled the pro forma statement of operations, see “Unaudited Pro Forma Combined Statement of<br />

Operations” and the notes to the pro forma statement of operations included elsewhere in this offering circular.<br />

Business segments<br />

We divided our flow segment into the flow segment and the oil & gas segment in September 2007. Before<br />

September 2007, we divided our business in two business segments: flow and metal. Therefore, the data and<br />

financial information for the oil & gas segment is only presented for the three-month periods ended March 31, 2008<br />

and its comparatives for 2007. Consequently, the data and financial information for our flow segment for the years<br />

ended December 31, 2005, 2006 and 2007 is not comparable to the data and financial information for our flow<br />

segment for the three month periods ended March 31, 2007 and 2008. There are no specific regulations for<br />

presentation of segment information by the CVM or otherwise that would require presenting the prior period<br />

segment information on the new basis, and the Company has elected not to do so.<br />

Rounding<br />

Certain amounts and percentages included in this offering circular have been rounded to facilitate their<br />

presentation. The totals presented in certain tables therefore may not be an arithmetic aggregation of the figures that<br />

precede them.<br />

Market Information<br />

We have obtained certain industry, demographic, market and competitive position data, including market<br />

forecasts, used throughout this offering circular from internal surveys, market research, publicly available<br />

information and industry publications. We have made these statements on the basis of information from third-party<br />

sources that we believe are reliable, such as the Brazilian Institute of Geography and Statistics (Instituto Brasileiro<br />

de Geografia e Estatística), or the IBGE, and the Central Bank, among others. Industry and government<br />

publications, including those referenced here, generally state that the information presented therein has been<br />

obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not<br />

guaranteed. Although we have no reason to believe that any of this information or these reports is inaccurate in any<br />

material respect, we have not independently verified them. Similarly, internal surveys, industry forecasts and<br />

market research, while believed to be reliable, have not been independently verified, and neither we nor the initial<br />

purchasers make any representation as to the accuracy of such information. We are not aware of official market<br />

share data. For that reason, market share information included in this offering circular is based on our estimates.<br />

Notices<br />

All notices to holders of the bonds will, so long as the bonds are listed on the Official List of the<br />

Luxembourg Stock Exchange and the rules of such exchange so require, be published in a daily newspaper with<br />

general circulation in Luxembourg (which is expected to be the Luxemburger Wort), or, alternatively, on the website<br />

of the Luxembourg Stock Exchange (www.bourse.lu).<br />

xiii

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