duratex s.a.duratex s.a. reference form base date: 31.12.2009 (in compliance with attachment 24 of...

DURATEX S.A.

Reference Form

Base Date: 31.12.2009

(In compliance with Attachment 24 of CVM Instruction nº 480, dated December 07, 2009 “CVM Instruction 480”)

Identification Duratex S.A., corporation enrolled in the CNPJ/MF [Corporate Taxpayer’s Registry] under the number 97.837.181/0001-47, with its constitutive acts duly filed at the Board of Trade of the State of São Paulo under the NIRE 35.3.0015441-0, registered as a public company before the Securities Commission (CVM”) under the number 21091 (“Company” or “Issuer”).

Headquarters The Issuer’s social headquarters are located at Avenida Paulista, 1938 – 5th floor, in the city of São Paulo, state of São Paulo, Zip Code 01310-942.

Investor Relations Director The Company’s Investor Relations area is located at Avenida Paulista, 1938 – terraço, in the city of São Paulo, state of São Paulo. The Investor Relations Director is Mr. Flávio Marassi Donatelli. The Investor Relations Management telephone number is (0XX11) 3179 7259, the fax number is (0XX11) 3179 7500 and the e-mail is [email protected]

The Company’s Independent Auditors

PricewaterhouseCoopers Auditores Independentes for the year ended on 12/31/2009 Deloitte Touche Tomatsu Auditores Independentes for the years ended on 12/31/2008 and 12/31/2007

Bookkeeping Agent Itaú Corretora de Valores S.A.

Stockholders Service Service to the Issuer’s stockholders is done at the Itaú Unibanco S.A A branches, at any branches in the service network or at the Specialized Stockholders' Service Agencies located at the following addresses: São Paulo (SP) -Rua Boa Vista, 176 - 1º subsolo; Rio de Janeiro (RJ) - Rua Sete de Setembro, 99 – subsolo; Belo Horizonte (MG) - Av. João Pinheiro, 195 - subsolo; Porto Alegre (RS) - Rua Sete de Setembro, 746 – ground floor; Curitiba (PR) - Rua João Negrão, 65 – sobreloja; Brasília (DF) - SCS Quadra 3, Ed. Dona Ângela, 30 - Bloco A – sobreloja; Salvador (BA) - Av. Estados Unidos, 50 – 2nd floor - Ed. Sesquicentenário

Newspapers in which the Company discloses information

Diário Oficial do Estado de São Paulo [São Paulo State Government’s Official Newspaper] and Diário do Comércio [Commerce Newspaper] for the year ended on 12/31/2009 Diário Oficial do Estado de São Paulo [São Paulo State Government’s Official Newspaper] and Valor Econômico for the years ended on 12/31/2008 and 12/31/2007

Website http://www.duratex.com.br/ri The information on the Company's worldwide computer web page (website on the Internet) is not an integrating part of this Reference Form.

Date of last update of this Reference Form

03/30/2010

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ITEM 10 – DIRECTORS COMMENTS TABLE OF CONTENTS

10.1. The directors shall comment about: .................................................................................. 4

a) General financial and estate conditions............................................................................. 4 b) Capital structure and possibility of stock or quota redemption, indicating: ........................ 4 I – Redemption hypotheses................................................................................................... 4 II – Redemption value calculation formula............................................................................. 4 c) Payment capacity in relation to the financial commitments taken on ................................ 4 d) Financing sources for working capital and for non-circulating assets AM investments used............................................................................................................................................... 5 e) Financing sources for working capital and for investments in non-circulating assets which they intend to use for covering liquidity deficiencies.............................................................. 5 f) Levels of debt and the characteristics of such debts, also describing:............................... 5 I – Relevant loan and financing contracts.............................................................................. 5 II – Other long term relations with financial institutions.......................................................... 6 III – Degree of subordination among the debts...................................................................... 6 IV – Eventual restrictions imposed to the issuer, especially, in relation to debt limits and contracting of new debts, to the distribution of dividends, to the alienation of assets, to the issuing of new securities and the alienation of shareholding control ..................................... 6 g) Usage limits of the already contracted financings ............................................................. 7 h) Significant alterations in each item of the financial statements ......................................... 8

10.2. The directors shall comment about: ..................................................................................11 a) Operation results, especially: ............................................................................................11 I – Description of any important revenue components ..........................................................13 II – Factors that materially affect the operational results .......................................................13 b) Variations of the attributable revenues to the modifications of prices, exchange rates, inflation, alterations of volumes and introduction of new products and services ...................14 c) Impact of inflation, price variation of the main supplies and products, exchange rate and interest rate on the issuer's operational results and financial result ......................................15

10.3. The directors shall comment the relevant effects that the events below have caused or that are expected that they may cause on the issuer’s financial statements and its results: .....15

a) Operational segment alienation or introduction .................................................................15 b) Constitution, acquisition or alienation of the stockholder participation ..............................15 c) Unusual events or operations ............................................................................................15

10.4. The directors shall comment: ............................................................................................16 a) Significant changes in the accounting practices................................................................16 b) Significant effects of the alterations in accounting practices .............................................16 c) Qualifications and emphasis present in the auditor's opinion............................................20

10.5. The directors shall indicate and comment critical accounting policies adopted by the issuer, exploring, especially, accounting estimates done by the administration about uncertain and relevant matters for the description of the financial situation and of the results, which demand subjective or complex judgments, such as: provisions, contingencies, revenue acknowledgement, fiscal credits, long lasting assets, non-current assets’ working life, pension

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plans, foreign currency conversion adjustments, environmental recovery costs, criteria for asset recovery tests and financial instruments ....................................................................................20 10.6. In relation to the internal controls adopted to guarantee the elaboration of trustworthy financial statements, the directors shall comment:.....................................................................21

a) Degree of efficiency of such controls, indicating eventual imperfections and arrangements adopted to correct them.........................................................................................................21 b) Deficiencies and recommendations about the internal controls present in the independent auditor’s report.......................................................................................................................21

10.7. If the issuer has made a public distribution offer of securities, the directors shall comment:...................................................................................................................................................21

a) How the resources resulting from the offer were used ......................................................21 b) If there were relevant deviations between the effective applications of the resources and the application proposals disclosed in the respective distribution prospects.........................22 c) If there were deviations, the reasons for such deviations..................................................22

10.8. The directors shall describe the non-evidenced relevant items in the issuer’s financial statements, indicating:................................................................................................................22

a) The assets and liabilities withheld by the issuer, directly or indirectly, which do not appear in it estate balance (off-balance sheet items), such as:.........................................................22 I – Operating commercial leasing, assets and liabilities ........................................................22 II – Portfolio of receivables written off on which the entity maintains risks and responsibilities, indicating respective liabilities................................................................................................22 III – Future purchase and sale contracts for products or services .........................................22 IV – Not finished construction contracts ................................................................................22 V – Future financing receipt contracts ...................................................................................22 b) Other items not evidenced in the financial statements ......................................................22

10.9. In relation to each one of the items not evidenced on the financial statements indicated in item 10.8, the directors shall comment:......................................................................................22

a) Since such items alter or may come to alter the revenues, the expenses, the operational result, the financial expenses or other items on the issuer’s financial statements ................22 b) Operation’s nature and purpose........................................................................................23 c) Nature and sum of the obligations taken on and of the rights generated in favor of the issuer throughout the operation .............................................................................................23

10.10. The directors shall indicate and comment the main elements of the issuer’s business plan, specifically exploring the following topics: .........................................................................23

a) investments, including: ......................................................................................................23 I – Quantitative and qualitative description of the investments in progress and of the foreseen investments............................................................................................................................23 II – Investment financing sources ..........................................................................................23 III – Relevant divestment in progress and predicted divestments .........................................23 b) As long as already disclosed, indicate the acquisition of installments, equipment, patents or other assets that shall influence materially the issuer’s productive capacity.....................23 c) New products and services, indicating: .............................................................................24 I – Description of researches in progress already disclosed .................................................24 II – Total sums spent by the issuer in researches for the development of new products or services..................................................................................................................................25 III – Projects in development already disclosed.....................................................................25

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II – Total sums spent by the issuer in the development of new products or services............26 10.11. Comment other factors that influenced in a relevant manner the operational performance and that have not been identified or commented in the other items of this section....................26

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ITEM 10 – DIRECTORS COMMENTS 10.1. The directors shall comment about: a) General financial and estate conditions

In 2007, Duratex S.A.'s antecessor held an initial public offer of stocks debuting in the capital market. On that occasion, R$204.4 million were raised, through the primary stock issuing. This capitalization summed to the financing lines, especially from BNDES, allowed the company to implement an important capacity expansion plan which elevated the company to vice-leadership in the panel segment.

This condition, allied to a modern industrial park, allowed for a strategic association with the

market leader resulting in the largest company of the type in the Southern Hemisphere. The resulting company, Duratex S.A., is leader in its performance segments, including sanitary metals and vice-leader in sanitary ceramics. All the performance segments are among the world’s 10 largest.

The production scale due to the association allows a new scale of financial leverage. At the end

of 2009, the net indebtedness was R$1,107.9 million, equivalent to 1.46x the Ebitda of the fourth annualized quarter (x4), which is considered low. The administration understands that, in a limit situation, this indicator can be elevated to 2.5x or 3x, without harm to the condition of the company's solvency. Besides this, the company’s degree of leverage is low (net debt relation about the net estate) of 0.46x at the end of 2009. Given the characteristics of the business, this relation may reach 1.00 also without affecting its solvency condition. Independent of the financial leverage, the company's performance segments (wood panels and finishing materials aimed towards civil construction) are currently warm, which shall provide enough liquidity to place a front for the short and medium term demands, besides being enough for the –term business plan.

The consolidated net estate at the end of 2009 was R$2,371.9 million, in contrast to R$521.1

million at the end of the previous year. This elevation took place due to the association between Duratex and Satipel, discussed previously (item 6.5).

The total financial indebtedness went from R$420.3 million to R$1,408.9 million, for the same

reason, and also for the need to place a front for the expansion plan started in 2007 which, just in 2009 consumed R$272.4 million (R$336.8 million in 2008).

The company’s cash flow ended the year of 2009 at R$300.9 million.

b) Capital structure and possibility of stock or quota redemption, indicating: I – Redemption hypotheses II – Redemption value calculation formula There is no hypothesis of redemption of the company’s issuing stocks, besides those foreseen in the Law. c) Payment capacity in relation to the financial commitments taken on

The current liquidity indicator, given by the result of the ratio of the current asset for the current liability, was equal to 1.37x in December 2009. This relation indicates that for each Brazilian real due, in the short-term, there was R$1.37 to face the obligation.

In the same manner, the current net capital, result of the difference of the current asset for the

current liability, presented a superavit of R$327.8 million in relation to the short-term obligations. The usage of its own capital is predominant and can be found by the ration between the net

estate and the asset’s total. This indicator is equal to 54.7%.

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The administration believes that these indicators reflect in a proper manner the company's financial balance and its solvency condition. d) Financing sources for working capital and for non-circulating assets AM investments used

The main financing sources for working capital that the company uses are its own generation of operational cash, besides the working capital lines from the public and private banks. Investments in non-current assets are financed through specific financing lines (BNDES, Finame, Crédito Industrial and Nota de Crédito Rural, especially), direct financing from the supplier and own cash flow generation, remembering that in 2007, a primary issuing of stocks capitalized the company in R$204.4 million. e) Financing sources for working capital and for investments in non-circulating assets which they intend to use for covering liquidity deficiencies

The company has credit limits for usage in hot money operations in several banks and due to its solvency condition, are not taken. Besides this, the company maintains cash, equivalent to 30 and 60 days of invoicing to fulfill eventual short-term demands. f) Levels of debt and the characteristics of such debts, also describing: I – Relevant loan and financing contracts

Table containing the totality of the contracted financial debts, according to information available in Note 13 which accompanies the 2009 audited financial statements. 2009 2008

Modality Charges Amortization Guarantees Current Non-Current

Current Non-Current

BNDES TJLP + 2.4 %a.a Monthly and quarter

Aval - Itaúsa 43,064 285,832 - -

BNDES TJLP + 2.6 Monthly and quarter

Guarantee – Ligna

26,584 142,416 2,663 124,716

FINAME TJLP + 2.1% a.a Monthly Fiduc. alien. and NP

664 1,306 - -

Crédito Industrial 10.3% a.a. December 2010

Aval Duratex Coml. Exp. S.A.

130,105 - - -

Crédito Industrial 95.4% CDI April 2010 47,574 - - -

Crédito Industrial CDI + 0.80%a.a/selic/+2% a.a

Until December 2011

Aval Ligna 7,933 12,389 1,369 1,472

Bank Credit / Exports

107.7% CDI Until October 2012

12,628 13,920 11,034 22,351

FUNDIEST 30%IGP-M a.a. Until December 2019

Guarantee – Ligna

- 108,793 - 95,951

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PROIM / PROMINVEST / PRO FLOR

IGP-M + 4.5% a.a/IPCA + 6%a.a

Until January 2018

Guarantee – Ligna and mort

6,675 50,917 5,231 56,572

NPR Discount 6.75% a.a. Until April 2010

Guarantee 10,000 - -

Financial Leasing CDI + 1.6% a.a. Until September 2011

Promissory note

376 287 14,476 371

NATIONAL CURRENCY

285,603 615,860 35,033 301,433

BNDES Currency Basket + 2.2% a.a

Monthly and quarter.

Aval –Itaúsa 4,738 31,859 - -

BNDES Currency Basket + 2.4% a.a

Monthly and quarter.

Guarantee – Ligna

2,720 16,536 290 20,578

Resolution 2770 US$ + 6.4% a.a Until September 2012

106,938 27,859 - -

Resolution 2770 Libor + 2% a.a Until March 2014

Aval – Ligna Hip and al Fiduc

21,453 10,627 16,694 35,436

Resolution 2770 JPY + 1.6% .a August 2010 129,276 - - -

Import financing Libor + 1.1% a.a. / Euribor + 0.6% a.a

Until March 2012

Aval – Ligna and title collateral

1,892 4,346 5,981 4,848

FOREIGN CURRENCY

267,017 91,227 22,965 60,862

TOTAL CONTROLLING COMPANY 552,620 707,087 57,998 362,295

Rural Credit Note 10% a.a October 2011 Aval - Duratex

1,898 100,000 - -

FINAME TJLP + 4.0% a.a Monthly Fiduc. Alien. And PN

66 - - -

FUNDAP 1% a.a Monthly Aval – Duratex Coml. Exp S.A

3,235 - - -

NATIONAL CURRENCY

5,199 100,000

A.C.C US$ + 4.7% a.a. Until December 2010

- 24,806 - - -

Import Fianancing US$ + 3.1% a.a. Until May 2010

Aval- Duratex S.A.

19,171 - - -

FOREIGN CURRENCY

43,977 - - -

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CONSOLIDATED TOTAL

TOTAL OTHER COMPANIES

49,176 10,000 - -

CONSOLIDATED TOTAL

601,796 807,087 57,998 362,295

The main loan and financing contracts on December 31, 2009 are celebrated with: BNDES - Banco Nacional de Desenvolvimento Econômico e Social (National Bank for

Economic and Social Development): The company has a total debt of R$ 553.7 million with BNDES, being R$ 77.1 million due in short-term and R$ 476.6 million in long-term. The total balance in national currency (URTJLP) is R$ 497.9 million. The installment due in foreign currency (Basket of Currencies) totals R$ 55.8 million.

BDMG – Banco de Desenvolvimento de Minas Gerais (Bank of Development of Minas Gerais): The company has contracts with BDMG which total R$ 166.4 million of which: a) R$ 108.8 million are due to the ICMS financing contract paid in the State of Minas Gerais (Fundiest), in a manner that 70% of the ICMS paid is financed by the Bank, with an interest rate of 30% of the IGP-M a.m., and due after 10 years of each release; and b) R$ 57.6 million refer to the financing lines Proim, Pró-Floresta and Pró-Invest, designated to financing machinery and equipment for the manufacturing and planting operations of pine and eucalyptus in the forest operations. The costs of these lines vary between IGP-M + 4% a.a. and IPCA + 6% a.a..

Bank of Brazil The Company has a contract with Banco do Brasil which had the balance on December 31, 2009 of R$ 130.1 million, due in December 2010 and pre-set rate. Its affiliated company Duraflora S.A. has a contract with the same bank, with the balance of R$ 101.9 million, with a pre-set rate.

ABN Amro Real Bank: The Company has two significant contracts with this institution, both in foreign currency: One with a balance of R$ 99.3 million, which debt was originally contracted in US$, and another, with a balance of R$ 129.3 million, contracted in JPY, both with swap for CDI, seeking to eliminate the exchange rate variation risk. II – Other long term relations with financial institutions

The relationship that the company maintains with financial institutions is only financial character and turns around, especially, the title charging services, payroll management for its associates, closing of exchange operations, passing on of loans contracted with official organs (BNDES, for example), advanced service posts, investment fund management and counseling in fusion, acquisition and issuing operations of securities and debts. III – Degree of subordination among the debts Does not apply. IV – Eventual restrictions imposed to the issuer, especially, in relation to debt limits and contracting of new debts, to the distribution of dividends, to the alienation of assets, to the issuing of new securities and the alienation of shareholding control

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The Company takes on the obligation to maintain determined indexes of indebtedness and liquidity in its contracts along with BNDES and ABN Amro Bank Real. The indexes are verified annually according to the parameters below: Dec/09

FOREST NO 05.2.0093.1

CURRENT LIQUIDITY INDEX

CURR ASSET CURRENT LIABILITY

= OR > 1.20 1.37

PL / ASSEWT TOTAL = OR > 0.40 0.55

EBITDA / ROL = OR > 0.20 0.28

Dec/09

RESINS NO. 08.2.0380.1

CURR ASSET CURRENT LIABILITY

= OR > 1.50 1.37

PL / ASSEWT TOTAL = OR > 0.45 0.55


CAPITALIZATION

EBITDA / ROL = OR > 0.20 0.28

Dec/09

DECA II No. 07.2.1006.1


CURR ASSET / CURRENT LIABILITY

= OR > 1.50 1.37

PL / DEMANDABLE TOTAL

= OR > 0.45 1.21

EBITDA / ROL = OR > 0.20 0.28

Dec/09

CSII No. 03.2.478.1.1


= OR > 1.10 1.37 CURRENT LIQUIDITY INDEX

CAPITALIZATION PL / ASSET TOTAL = OR > 0.40 0.55

Dec/09

MDF II No. 07.2.0954.1


= OR > 1.50 1.37

PL / ASSET TOTAL = OR > 0.45 0.55


CAPITALIZATION

EBITDA / ROL = OR > 0.20 0.28

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Dec/09

MDF No. 07.201.761

NET DEBT / EBITDA < OR = 3.50 1.79

GROSS DEBT / GROSS DEBT + PL

< OR = 0.75 0.37

Dec/09

ABN NO 4086-07/1 AND 4086-07/2

NET DEBT / EBITDA < 3.50 1.79

LEVERAGE GROSS DEBT / GROSS DEBT + PL

< 0.75 0.60

g) Usage limits of the already contracted financings

The Company has several open projects along with BNDES, with different destinations of the resources, such as Resin, Deca, Forest, MDP and MDF factories. The credit is made available to the Company in an installment manner, according to the needs and proofs of the expenses related to the financed projects.

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h) Significant alterations in each item of the financial statements BALANCE SHEET

IN MR$

CONSOLIDATED

2009 2008 2007(*)

ASSET

CURRENT 1,214,084 257,372 376,291

Available / Financial applications

300,924 118,647 277,032

Clients 447,472 47,595 56,948

Stocks 262,054 53,972 24,167

Values to receive 20,099

Taxation credits 172,300 26,964 12,605

Other credits 11,235 10,194 5,539

Non-current 3,119,657 880,219 558,156

Long term 160,277 49,780 20,740

Linked Deposits 9,014 - -

Values to Receive 43,630 18,772 6,599

Taxation Credits 107,633 31,008 14,141

Investments 652 63 59

Fixed 2,555,431 697,472 437,353

Forest Reserves 360,247 131,259 98,650

Intangible 43,050 1,645 1,354

ASSET TOTAL 4,333,471 1,137,591 934,447

(*) The Company represented its accounting statements in virtue of the alterations introduced by Law no. 11.638/07 and the new accounting standards issued by the CPC in 2008

BALANCE SHEET

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IN MR$

CONSOLIDATED

2009 2008 2007(*)

NET LIABILITY AND ESTATE

Current 886,265 164,810 141,607

Loans and financing 601,796 57,998 60,345

Suppliers 108,067 68,521 52,140

Obligations with staff 75,046 10,953 8,560

Accounts payable 37,921 12,024 4,071

Taxes and Contributions 22,347 6,788 11,491

Dividends and Participations 41,088 8,526 5,000

Non-current 1,074,825 446,179 320,287

Loans and Financing 807,087 362,295 244,251

Provisions for contingencies 165,086 5,367 4,756

Other accounts payable 102,652 78,571 71,280

Minority participation 717 5,518

Net Estate 2,371,934 521,084 472,553

Social capital 1,288,085 344,459 344,459

Cost with stock issuing (7,823) (7,823) (7,823)

Capital Reserves 295,753 50,347 50,347

Reevaluation Adjustment 153,747 57,293 64,070

Accumulated conversion adjustments

(5,740) -

Profit reserves 650,089 78,985 21,500

Stocks in Treasury (2,177) (2,177)

TOTAL NET LIABILITY AND ESTATE

4,333,471 1,137,591 934,447


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STATEMENT OF THE YEAR’S RESULT

IN MR$ CONSOLIDATED

2009 2008 2007 (*)

GROSS SALES REVENUE 1,904,644 716,271 574,911

Taxes and contributions on sales

(466,868) (196,098) (155,931)

NET SALES REVENUE 1,437,796 520,173 418,980

Cost of products sold (954,420) (324,291) (264,893)

GROSS PROFIT 483,376 195,882 154,087

Expenses with sales (158,551) (40,464) (40,859)

General and Administrative expenses

(85,116) (25,592) (19,912)

Administration fees (11,056) (4,590) (2,574)

Other operational results (56,376) (72) (6,985)

OPERATIONAL PROFIT BEFORE FINANCIAL RESULT

172,277 125,164 83,757

Financial revenues 29,875 29,401 21,208

Financial expenses (88,056) (55,131) (36,783)

PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION

114,096 99,434 68,182

Income Tax and Social C. 1,051 (19,791) (19,277)

Participations (17,189) (4,530) (2,212)

Minority Participation (23) (18) -

YEAR’S NET PROFIT 97,935 75,095 46,693


COMPARATIVE ANALYSIS BETWEEN 2008 AND 2007: ASSET

Available / Financial applications: On December 31, 2008, the available and financial application totaled R$ 118.6 million, compared to R$ 277.0 million on December 31, 2007, it presented a reduction of R$ 158.4 due to the expansion investments (resource collection in IPO) of amortizations of loans and financings and acquisitions of fixed assets.

Clients: The reduction of 16% in the accounts receivable from clients, despite the growth of 24.2% in the sales net revenue, is due to a reduction in the sales term policy.

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Stocks: The increase in the stock level of R$ 29.8 million when compared to the balance

presented in 2007, is due to the beginning of the MDF operation at the end of the 3rd quarter of 2008, as well as the formation of security stocks for the cyclic line transition period for the continuous MDP line in Taquari and for the reduction of sales at the end of the year.

Taxation credits: The increase of the taxation credits in the sum of R$ 14.4 million took place substantially by ICMS, PIS and COFINS to compensate the acquisition of the fixed assets (expansion plan) and by anticipation of Income tax and Social Contribution.

Values Receivable – Non-Current: The increase of the values receivable of the non-current asset in the sum of R$ 12.2 million refer basically to Forest Fomentation.

Taxation credits – Non-Current: The increase of taxation credits in the sum of R$ 16.9 million took place substantially by ICMS, PIS and COFINS to compensate on the acquisition of fixed assets (expansion plan).

Fixed and Forest Reserves: In the year 2008 the investments totaled R$ 336.8 million, of which R$ 127.2 million stood out which were designated to the new MDF factory in Uberaba (MG), R$ 118.6 million to the new MDP factory in Taquari (RS), R$ 33.9 million to the maintenance of the industrial units, R$ 38.2 million in the expansion of the forest base and R$ 18.9 million in the replanting and maintenance of already existing forests. LIABILITY:

Loans and Financings – Short and long term: The increase of the indebtedness took place basically due to the collection of financing lines along with BNDES and BDMG related to the investment plan in course.

Suppliers: The increase of suppliers in the sum of R$ 16.4 million took place substantially in function of the acquisitions of investments in the MDP manufacturing unit in Taquari (RS).

Obligations with staff: The increase of obligations with staff in the sum of R$ 2.4 million is due to the beginning of the new MDF line operations and to the reinforcement of the management structure to face the growth of the operations.

Taxes and Contributions (Short Term): The reduction of R$ 4.7 million took place in function of the reduction in the activity level of the last quarter and consequential lower direct and indirect taxes to pay. RESULT:

Net sales revenue: The net sales revenue increased 24.2% in 2008 in comparison to 2007, going from R$ 419.0 million in 2007 to R$ 520.2 million in 2008. This growth took place through the price recovery in MDP of 12.7%, the increase of MDP panel sales volume in 6.4% and the greater participation of the coated panel in the 2008 sales. Additionally, there was the inclusion of MDF to the scope of products sold which contributed with 3.1%.

Cost of the products sold: The cost of the products sold increased 22.4% going from R$ 264.9 million in 2007 to R$ 324.3 million in 2008, or in other words, less than the growth of 24.2% registered in the net revenue of sales, especially for the growth of the volumes sold. The lesser participation of the CPV on the net sales Revenue is due to the larger participation of greater added value products (coated) and by the lower resin price.

Expenses with sales: The expenses with sales in 2008 in the sum of R$ 40.5 million remained at the same levels when compared to those presented in 2007 in the sum of R$ 40.9 million, even with the larger sales volumes in 2008.

General and administrative expenses: The general and administrative expenses in 2008 totaled R$ 25.6 million, 28.6% larger than that presented in 2007 in the sum of R$ 19.9 million in function

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of the reinforcement in the structure due to the beginning of operations of the new MDP line and of the Company’s expansion plans.

Other operational results: The reduction of the other operational results in the sum of R$ 6.9 million when compared to 2007 took place due to: (i) adjustment of the present value of the financing from the Banco de Desenvolvimento de Minas Gerais in the sum of R$ 3.5 million, aligning the operational leasing charges R$ 4.0 million compensated by the increase of the other operational expenses in R$ 0.6 million.

Financial revenues: The financial revenue presented an evolution of R$ 8.2 million when compared to 2007 in function of profits of financial applications in the sum of R$ 6.4 million (increase in the cash due to the IPO collection at the end of 2007) and R$ 1.8 million related to other financial revenues.

Financial expenses: The financial expenses presented a growth of R$ 18.3 million when compared to 2007 due to the anticipated liquidation of derivative financial instruments in function of the exchange rate volatility starting in September 2008 and for the adjustment of the market value of the derivative financial instruments.

Income Tax and Social C.: Income Tax and Social Contribution remained at the same level as 2007, however when we compare it to the effective rate of 34% (25% for Income Tax and 9% Social C.) the year of 2008 presents a reduction due to the fiscal benefit of the interest on its own capital in the sum of R$ 8.3 million. COMPARATIVE ANALYSIS BETWEEN 2009 AND 2008:

The financial statements analysis of 2009 in relation to 2008, and even 2007, is not possible, for the lack of comparability among them. Due to the association between Duratex and Satipel, discussed in 6.5, the statement related to 2009 contemplate 12 months of Satipel (period between 01/01/2009 and 12/31/2009) and 6 months of Duratex statements (period between 07/01/2009 and 12/31/2009). The years of 2008 and 2007 reflect only data in reference to Satipel’s performance. Due to the fact that Duratex is larger and has more performance lines, there is an expressive increment in all the lines of the 2009 statements, making a comparative analysis impossible.

As presented in the financial statements, the total asset went from R$ 1,137.6 million in 2008 to R$ 4,333.7 million in 2009 and the net estate, in the same period, went from R$521.1 million to R$2,371.9 million. In the same manner, the net revenue evolved from R$520.2 million, in 2008, to R$1,437.8 million in 2009. 10.2. The directors shall comment about: a) Operation results, especially:

Until the end of June 2009, the revenue came from the sale of MDP wood panels, especially, and MDF. With the arrival of the association with Duratex S.A., commented in item 6.5, the revenue of the second semester of 2009 began to contemplate that company’s operations, including fiber plate panels besides the finishing products sold under the Deca brand. The association explains the great variation of the revenue verified between 2007 and 2009.

Wood Division: Os indicadores de desempenho do setor de painéis de madeira são dependentes

dos níveis atividade econômica, taxas de desemprego, renda per capta,massa salarial e política de juros ao consumidor final.

The Brazilian wood panel market has grown to the average annual rates of 20% a.a (MDF) and

5.1% a.a (MDP), performance superior to the average GDP growth rates over the past 10 years. Isto se deve a uma estratégia de sucesso nos lançamento/pré-marketing de produtos superiores e com múltiplos

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usos e aplicações, melhor competitividade de custos, quando comparados aos produtos substitutos existentes.

The Brazilian wood panel sector has a participation in volume in the range of 80% in the furniture

industry (direct sales and through retails) which has in the Brazilian Furniture retail (Casas Bahia, Lojas Cem, Magazine Luiza, Marabras, among others) its partnership relations in the distribution of finished products. All this chain is interrelated with the civil construction market seeing that it is the great business lever for the consumption increase per capita of wood panels since each new real estate renews the furniture or carries out a new acquisition. Toda cadeia em questão tem a sua atividade dependente das variáveis macroeconômicas brasileiras e estabilidade econômica mundial.

We also perform in the High Resistance Laminated floor segment, product developed for the

retail segment (specialized stores and distributors), developed with the objective of serving the strategy of adding value to the business demanding great efforts in marketing, promotion and propaganda to reinforce the product’s positioning and add value to the Durafloor Brand.

The representativeness of the exports has suffered significant reductions in detriment of the world

crisis causing a loss of credibility in the liquidity of the main markets where we perform (Europe and United States), now representing approximately 5% of the volume dispatched.

The market segments where we perform are characterized by free competition among the solid

large and medium size companies, both in the Brazilian market as well as in the international market (usually large players). Existe pouca sazonalidade e é concentrada em períodos de final e início de ano, devido à concentração de feriados e do comprometimento da renda familiar com gastos de final de ano.

The prices are administered in a gradual manner and throughout the periods following a tendency

to recompose the margins to cover increases of costs or even caused by the demand of greater added value products aligned to the strategy of value generation to the stockholder.

We are leaders in capacity of wood panel production in Brazil, and our Revenue is directly

dependent of expedition volumes as well as price/product mix alterations. The Wood Division ended the last quarter with an evolution of 9.1% in the volume dispatched in

relation to the previous quarter. Esta situação foi possível devido à melhora do nível de atividade ao longo da segunda metade do ano, que praticamente compensou o fraco desempenho verificado na primeira metade, em virtude da desaceleração do setor moveleiro.

The exports are represent very little, and the Fiber Plate panels responsible for approximately

80% of the total exported, which in 2009 was approximately 5% of the area’s net revenue. The year of 2009 was marked by the association of Duratex and Satipel, announced in June and

concluded in August, which allowed the creation of the largest wood panel industry in the southern hemisphere. This new company, leader in its performance segment, managed to, through this association, reinforce its competitive advantages based, among other factors, on the quality of its management, in scale gains, geographic diversification, product complementarities and a production model with a high level of integration. Another highlight is related to the conclusion and starting of operation, ramp up phase, of three new panel, two MDF and one MDP factories.

Deca Division: The civil construction sector depends on several factors that determine its growth

level, the most important of those are: the GDP growth level, the workers’ income and the salary mass, the unemployment rate, the interest policy for the consumer and for real estate financing, the housing deficit and the availability of credit for the consumer. The civil construction sector GDP grew between 2006 and 2008 at a rate of 5.9% per year being that in 2009 there was a retraction of 6.3% according to IBGE data. Whereas Deca, in the period between 2006 and 2008, presented a 10.2 % growth rate in the expedition volume. In the year 2009, in relation to the previous year, the growth rate was 12%. This means that Deca presented performance above that of the sector, including having presented market share expansion through the acquisition of the Ideal Standard factories, in Brazil, and Cerâmica Monte Carlo in Pernambuco.

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The Brazilian construction sector is divided between new housing construction and remodeling of

the existing units. The participation of the new construction of the construction total varies in function of availability of credit and financing of the interest and employment rate. As in the past years with the economy’s stability and growing employment level, income and availability of financings, the new unit construction sector has been growing more than the remodeling sector, now representing somewhere between 40 and 50% of the sector.

The remodeling is served basically by the existing retail chain in the whole country, represented

by the construction material stores, while the new construction is served also by the retail, however, direct sale by manufacturers of metals and ceramics to the construction companies has been increasing.

Deca performs in all the national market through the retail chain serving all the demand for our

products from the most economic ones to the more specialized retail "boutiques" where consumers who seek products with greater design, sophistication and quality differential are served. For new constructions, Deca adopts a policy of serving only the large construction companies, thus preserving its relationship with the distribution chain and at the same time making possible the service to the large projects that need to be fulfilled in a differentiated manner. The sales to construction companies represent around 15% of our sales directly

This industry's export level is relatively low in relation to the national market, fundamentally by the

technical and installation differences existing between the countries. Besides the technical aspect, over the past years with the Real’s valuing in relation to the Dollar, there was an important loss of competitiveness in the prices for exporting. Deca which exports to over 30 countries, decided to continue serving the markets already developed over the past years, without however seeking new clients at this moment of lesser price competitiveness. The exports represent around 5% of the volume sold.

The Deca performance segments suffer free competition in Brazil being that in the ceramic

manufacturing large, medium and small size manufacturers are present. The largest worldwide ceramic manufacturer has operations in Brazil. In the metal segment, Deca competes with more than 200 companies in the country, in general small sized and regionally distributed, besides the large and medium companies.

Our market is quite competitive, making it harder for foreign companies to participate in the national market. There is a low import level.

The seasonality is low as in the Wood Division.

The Deca prices are administered in function of the main manufacturing process supplies, such

as copper, energy, gas and manual labor. Deca has a strong participation in the greater added vale product segment which generates greater value and has been managing to recover margins starting in the second semester of last year with the activity level recovery and greater demand for its products.

We are national leaders in the production and sales of sanitary metals especially in the luxury

segment, aligned with our value adding strategy besides having the market reference brand. In relation to sanitary ceramics we are vice-leaders in production volumes, however leaders in the greater added value segments which gives us a richer expedition mix and, consequently, greater profitability.

The year of 2009 was a hard year, especially in the first semester in function of the recessive

process and decrease in the price levels necessary to maintain an even elevate the production and sales level. Whereas in the second semester a recovery process started for volumes and prices, which allowed us in the consolidated year to have a growth in relation to the previous year as mentioned previously of 6% in metals and 46% in ceramics. I – Description of any important revenue components

Despite the association, the products volume dispatched and the sales mix are important revenue components, besides the price base.

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II – Factors that materially affect the operational results

The Brazilian economy, although affected by the credit crisis which flared up at the end of 2008, presented greater resistance in function of a healthy financial sector, not directly contaminates, and by the existing macro-economic conditions in the country. There was also a quite opportune reaction from the government which adopted measures of encouragement through the reduction of interest rates and fiscal resignation through the IPI aliquot reduction for strategic sectors, such as automobiles, household appliances and civil construction and, at the end of the year, manufacturers of wood panels and furniture. The civil construction sector was also benefitted through measures that allowed the capitalization of construction companies, the de-bureaucratization in the credit access process for lower income consumers, besides the increase in the price limit of real estate financed through the FGTS. This set of encouragement bore results, being that the ABECIP (Associação Brasileira das Entidades de Crédito Imobiliário e Poupança – Brazilian Association of Real Estate and Savings Credit Entities), registered a record volume of operations hired (686 thousand) corresponding to a financed value of R$49.6 billion.

The credit re-establishment, with the expansion of financing terms, added to the income

expansion and a favorable interest rate environment (8.75% a.a. at the end of the period) contributed to the strengthening of the demand in the internal market. This way, the sectors served by Duratex, represented by the civil construction and furniture manufacturers, were benefitted and presented recovery, especially starting in the second half of the year. Starting at the moment that there was a better perception of the economic recovery condition in Brazil, the country started attracting foreign capital again which contributed to the exchange rate maintenance between Brazilian Reais and Dollars (R$1.7412 per Dollar at the end of the year).

This way, the first semester of 2009 was characterized by the reduction of the volume sold due to the crisis which flared up in the end of 2008. This situation, which caused the drop in expeditions, had the consequence of the reduction in the industrial occupation level, and consequential inefficiency in the diluting of set costs, besides the need for a price base reduction, as a tool for encouraging consumption.

The second semester results, although improved by a structural improvement, in the performance market due to the retaking of credit in the furniture retail and the recovery of the construction sector, were harmed by a series of extraordinary events, cash and non-cash, due to the association process between Duratex and Satipel. b) Variations of the attributable revenues to the modifications of prices, exchange rates, inflation, alterations of volumes and introduction of new products and services

The company’s performance from 2007 to June 2009 comprehended only the sales of MDP panels, especially. Starting in July 2009, the results coming from the Duratex S.A. operations were included: MDF, Fiber Plates, sanitary metals and ceramics.

At the end of 2008, a new MDF line went into operation with a production capacity equivalent to 350,000 cubic m annually. The following year, a new MDF line with an annual capacity of 800,000 cubic m. and another MDP line with a nominal annual capacity of 700,000 cubic m. were inaugurated. This way, below is the evolution of the expedition lines, revenue and net unit revenue per performance segment:

2007 2008 2009

Volume dispatched (in ‘000 pieces/year) - - 10.787

Deca Division Net Revenue (in R$ ‘000) - - 418.197

Net Unit Revenue (in R$/piece) - - 38,77

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Volume dispatched (in m3/year) 693.044 767.314 1.470.854

Wood Division Net Revenue (in R$ ‘000) 418.980 520.173 1.019.599

Net Unit Revenue (in R$/m3) 604,55 677,91 693,20

c) Impact of inflation, price variation of the main supplies and products, exchange rate and interest rate on the issuer's operational results and financial result

The year 2008 presented great inflation in the costs of 2 important production supplies: Electricity and resin. This event took place due to demand. In 2009, however, there was a deflation in the cost of these same supplies due to the economic cooling, result of the crisis flare-up at the end of 2008.

10.3. The directors shall comment the relevant effects that the events below have caused or that are expected that they may cause on the issuer’s financial statements and its results: a) Operational segment alienation or introduction

The addition of new performance segments took place in the following manner: . MDF: Organic growth through investments in the introduction of a plant in Uberaba (MG); . Sanitary ceramics and metals (Deca): original operations by Duratex included after the association with Satipel. b) Constitution, acquisition or alienation of the stockholder participation

There was the constitution of the association between Satipel Industrial S.A. and Duratex S.A. done on 06/22 and approved in a general stockholders assembly on 08/31 in 2009 where Itaúsa - Investimentos Itaú S.A. (“Itaúsa”) and Companhia Ligna de Investimentos (“Ligna”), respectively controlling companies of Duratex S.A. (“Duratex”) and Satipel Industrial S.A. (“Satipel”), associated, unifying their operations, and resulting in the creation of the largest wood panel industry in the southern hemisphere. This new company, leader in its performance segment, managed to, through this association, reinforce its competitive advantages based, among other factors, on the quality of its management, in scale gains, geographic diversification, product complementarities and a production model with a high level of integration. A highlight of this association is linked to the collection of synergies between the companies, estimated in R$95.8 million annually (base EBITDA). Of this total, R$13.0 million were collected between September and December 2009. Another highlight is related to the conclusion and beginning of operation, ramp up phase, three new panel, two MDF and one MDP factories, adding approximately 1.8 million cubic m capacity to the already existing 2.0 million. c) Unusual events or operations

Due to the association between the companies, which took place in 2009, in contrast to the third

quarter results for 2009, R$67.5 million were acknowledged in reference to the following adjustments:

Criteria equalization: Result of the adoption of better practices and of more conservative criteria for the constitution of tributary nature provisions which totaled R$ 28.1 million;

New operational configuration: Result of an analysis of the factories’ geographic localization in relation to the consumer markets, logistics cost optimization, earning of scale and reduction of structure overlapping. These studies led to the impairment of assets and of indemnifications which totaled R$ 28.8 million; and

Transaction costs: Expenses caused during the process due to legal and financial advisory, auditors and publications which totaled R$ 10.6 million.

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Of the provisions total, R$ 18.3 million represented expenses, already paid or to be paid, short term (indemnifications and transaction costs), R$ 28.2 million refer to the contingent cash outputs (taxation provisions) and R$ 21.0 million, or 31.1% of the total, this did not have impact on the cash flow.

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10.4. The directors shall comment: a) Significant changes in accounting practices and b) Significant effects of the alteration in accounting practices

With the promulgation of Law nº 11.638/07 and the editing of Temporary Measure nº 449/08, later converted into Law nº 11.941/09, devices were altered, revoked and introduced in the Corporation Law, notably in relation to chapter XV of Law nº 6.404/76 about the accounting material, in effect starting with the end of financial statements in reference to the year ended on December 31, 2008 and applicable to all the companies constituted in the form of limited liability corporations, including open capital companies and large corporations.

This alteration has the main objective of updating the Brazilian corporation legislation to make

possible the process of harmonizing of the accounting practices adopted in Brazil with those contained in the international accounting standards (International Financial Reporting Standards - IFRS) and allow for new accounting standards and processes to be dispatched by regulation organs and by CVM in accordance with the international accounting standards.

Additionally, due to the promulgation of the referred to Laws and Temporary Measure, starting in 2008, The Accounting Pronouncement Committee - CPC edited several accounting pronouncements with mandatory applications starting with the end of the financial statement in reference to the year ended on December 31, 2008.

The main alterations in the accounting practices promoted by Law nº 11.638/07 and by articles 36 and 37 of Temporary Measure nº 449/08, later converted into Law nº 11.941/09, applicable to the Company and its affiliated companies and adopted for the elaboration of financial statements in reference to the exercises ended on December 31, 2008 and 2007 were the following: a) Substitution of the statement of origins and applications of resources for the cash flow statement, elaborated according to the regulation of the CPC 03 – Cash Flow Statements; b) Inclusion of the added value, elaborated according to the regulation of the CPC 09 – Statement of Added Value; c) Creation of new accounting subgroup, “Intangible”, which includes premium, for presentation purposes in the estate balance; d) Mandatory periodic analysis as to the recovery capacity of values registered in the set, intangible and differed asset (“impairment” test), as regulated by CPC 01 – Reduction of the Assets’ Recoverable Value (required only for the financial statements in reference to the year ended on December 31, 2008); e) Introduction of the concept of adjustment to the present value for the long term active and passive operations and for the relevant short term ones. Such a practice is adopted to discount the present liability value related to the financing; f) For the other monetary asset and liability accounts, both short and long term, the Company and its affiliated companies assessed the impacts due to this alteration and concluded that there are not additional accounts subject to discounts from the present value, according to the criteria regulated by CPC 12 – Adjustment to the Present Value; g) Elimination of the asset reevaluation reserve. The balances existing in the reevaluation reserves shall me maintained until their effective realization or returned by the end of the social year in which the Law went into effect, being in this case December 31, 2008. For this case, the Company and its affiliated company Satipel Florestal Ltda. Decided for the maintenance of the reevaluation balances of the existing assets, as enabled by Law nº 11.638/07; h) Mandatory to register in the set asset the rights that have the object of corporal goods designated to the maintenance of the Company's activities, including those due to the operations of trade leasing classified as financial leasing, as regulated by CPC 06 – Trade Leasing Operations. Applied only for the elaboration of the financial statements in reference to the year ended on December 31, 2008, since there were no operations of this nature in 2007.

Additionally, in compliance to the requirements of CPC 06 – Trade Leasing Operation, the Company and its affiliated company Satipel Florestal Ltda. Registered effects due to the alignment of the costs of their rural leasing contracts, that had the following effects on the consolidated financial statements:

Consolidated

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2008 2007Previous

Years TotalAlignment of the operational leasing – rural leasing costs (3.112) (5.797) (5.797) (14.706)Differed income tax and social contribution 44 82 92 218 Net effect of the taxation impacts (3.068) (5.715) (5.705) (14.488)

Of the sum of R$14,706 in the consolidated, R$534 was classified in the current liability and

R$14,172 in the non current liability, according to the contract term.

h) Requirements that the applications in financial instruments, including by-products, be registered: (i) for their market value or equivalent value, when handling applications designated to the negotiation or available for sale; and (ii) for the acquisition cost value or issuing value, updated according to the legal or contract dispositions, adjusted to the probably realization value, when this is inferior, when handling applications that will be maintained until the due date, according regulated by CPC 14 – Financial Instruments. However, this alteration produced accounting effects only when the measuring of the derivative financial instruments, since the financial applications maintained by the Company and its affiliated company Satipel Florestal Ltda. are classified as “maintained until the due date” and, therefore, continued to be measured by the amortized cost.

The effects due to the market value adjustment of the financial instruments derivatives are shown as below:

Affiliated and consolidated

2008 2007Previous Years Total

Adjustment to the derivatives' market value (737) (2.026) 3.651 888 Differed income tax and social contribution 250 689 (1.241) (302)Net value of the taxation effects (487) (1.337) 2.410 586

i) The participations of bonds, employees and administrators, even in the form of financial

instruments, and of institutions or assistance or employee pension funds, which are characterized as expenses, shall be registered as expenses, according to their nature. This alteration also covers the remuneration conditions for administrators and employees granted through stocks (remuneration based on stocks). Alteration applicable to the Company and its affiliated company Satipel Florestal Ltda. only in the register of employees and administrators’ participations; j) Revoking of the accounts “Differed asset” and “Result of future years”. In relation to the “Differed Asset” account, the Company assessed the composition of the pre-operational expenses registered until December 31, 2008 and relocated the applicable values to the respective accounts of the set asset; k) In relation to the “Result of future years”, the Company reclassified the balance for the account “Differed Revenues” in the non-current liability; l) Elimination of the presentation of the non-operational result title, as regulated my Temporary Measure nº 449/08, later converted into Law Lei nº 11.941/09; m) Transfer of costs from the collection of resources through stock issuing, in the sum of R$7,823, net from the effective taxations (R$11,853 total cost incurred), as regulated by CPC 08 – Transaction Costs and Premium in the Issuing of Titles and Securities; n) Registration of the effects of the adjustment to the present value of the governmental subventions values for investments, granted by the government of the State of Minas Gerais for the investments in the Uberaba – MG factory, more specifically, of the financing with the Bank of Development of Minas Gerais - BDMG, as regulated by CPC 07 – Governmental Subventions and Assistances.

The standards and interpretations of standards related below were published and are mandatory for the social years started on or after January 1, 2010, and are just those that may (or should) impact the Company’s financial statements. In terms of these new standards, the 2009 year figures shall be represented for means of comparison.

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Pronouncements:

CPC 15 – Business combination: It has the objective of acknowledging the assets acquired and the liabilities taken on by its fair values on the acquisition date and disclose information that allows the users of information to evaluate the nature and the financial effects of the acquisition.

CPC 22 – Information per segment: It establishes that the entity shall disclose information which allows the users of the accounting statements to evaluate the nature and the financial effects of the business activities in which it is involved.

CPC 23 – Accounting policies, estimate changes and error rectification: It defines the criteria for the selection, alteration and disclosure of accounting policies, as well as for the alterations in the estimates, accounting practices and error rectification.

CPC 27 – Fixed asset: It has the objective of establishing the accounting treatment for the fixed assets, defining the criteria of set asset acknowledgement, the determination of its accounting values, the periodic review of the working life and the respective depreciation values and the acknowledgement criteria of losses due to devaluing.

CPC 29 – Biological asset and agricultural product: It has the objective of establishing the accounting treatment and the respective disclosures, related to the biological assets and the agricultural products. The biological assets go through the international accounting standard, to be measured accountably to the fair value, and no longer to the cost.

CPC 31 – Non-current asset maintained for sale and operation discontinued: It defines the accounting of non-current assets put up for sale, the presentation and disclosure of discontinued operations.

CPC 33 – Employee benefits: It establishes the accounting and disclosure of the benefits granted to employees.

CPC 37 – Initial adoption of the international accounting standards: It has the objective of guaranteeing the quality, transparency and a starting point for the financial statements through instructions for the entities being mandatory the first full adoption of the IFRS standards in their consolidated statements in 2010.

CPC 38 – Financial instruments: acknowledgement and measurement: It establishes the principles for acknowledgement and measuring of the financial assets and liabilities, as well as for some purchase and sale contracts of non-financial items.

CPC 39 – Financial instruments: presentation: It has the objective of establishing the principles for the presentation of financial instruments as net estate or financial liability. It also establishes the circumstances in which the financial asset and liability shall be compensated, as well as the applicable accounting treatment to the stock in the treasury.

CPC 40 – Financial instruments: It demands that the entity discloses in its accounting statements information that allow users to evaluate: a) relevance of the financial instrument for the entity's estate and financial position; and b) the nature and the extension of the risks associated to the financial instruments to which the entity is exposed and how these risks are administered. Interpretations:

ICPC 08 – Accounting of the dividend payment proposal: It handles the minimum mandatory dividend accounting date, defined by article 202 of Law nº 6.404/76.

ICPC 10 – Clarifications about CPC 27: Clarifications in relation to the fixed asset: a) depreciation rates currently used in Brazil; b) evaluators, evaluation and approval reports; c) initial evaluation of the working life for set assets; d) register of the differed tributes of non-depreciable items; e)

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subsequent evaluations, amplitude and periodicity of evaluation; and f) disclosure in the financial statements.

Considering the alterations promoted by Law nº 11.638/07 and by Temporary Measure nº 449/08, later converted into Law nº 11.941/09, the effects on the results on the year ended on December 31, 2007 and previous years, classified in the account “Accumulated Losses” in the net estate, verified previously in compliance with the accounting practices of Law nº 6.404/76, are as follows:

Controlling Company

2007Accumulate

d losses Total According to accounting practice – Law nº 6.404/76 45.922 7.041 52.963 Adjustments by alteration of the accounting practices: Market value of the derivative financial instruments (2.026) 3.651 1.625 Estate equivalency (*) (5.556) (5.525) (11.081) Alignment of operational leasing (241) (272) (513) Cost in the collection of stock issuing – net of income tax and social contribution 7.823 - 7.823 Differed income tax and social contribution 771 (1.149) (378)Adjustment totals, net of taxation impacts 771 (3.295) (2.524)According to accounting practice – Law nº 11.638/07 and Temporary Measure nº 449/08, later converted into Law nº 11.941/09 46.693 3.746 50.439

(*) It refers to the effect of the alignment of the operational leasing costs of affiliated company Satipel Florestal Ltda., net of taxation impacts.

Consolidated

2007Accumulate

d losses Total According to accounting practice – Law nº 6.404/76 45.922 7.041 52.963 Adjustments by alteration of the accounting practices: Market value of the derivative financial instruments (2.026) 3.651 1.625 Alignment of operational leasing (5.797) (5.797) (11.594) Cost in the collection of stock issuing – net of income tax and social contribution 7.823 - 7.823 Differed income tax and social contribution 771 (1.149) (378)Adjustment totals, net of taxation impacts 771 (3.295) (2.524)According to accounting practice – Law nº 11.638/07 and Temporary Measure nº 449/08, later converted into Law nº 11.941/09 46.693 3.746 50.439

Additionally, the CVM established the limit date for the adoption of the international accounting

practices (International Financial Reporting Standards – IFRS) the year of 2010, in relation to the consolidated financial statements for public companies.

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c) Qualifications and emphasis present in the auditor's opinion

The audit opinion in reference to the financial statements relative to the year ended on December 31, 2007 contains emphasis related to the presentation of Cash Flow Statements which were not required according to the accounting practices adopted in Brazil. These statements were submitted to the audit procedures and are properly presented in all their relevant aspects.

The audit opinion in reference to the financial statements related to year ended on December 31, 2008 contain emphasis related to the representation, due to the changes in the accounting practices adiopted in Brazil during 2008, the financial statements in reference to the year ended on December 31, 2007, presented for comparison purposes, were adjusted and represented as foreseen in NPC 12 – Accounting Practices, Accounting Estimate Changes and Error Correction. 10.5. The directors shall indicate and comment critical accounting policies adopted by the issuer, exploring, especially, accounting estimates done by the administration about uncertain and relevant matters for the description of the financial situation and of the results, which demand subjective or complex judgments, such as: provisions, contingencies, revenue acknowledgement, fiscal credits, long lasting assets, non-current assets’ working life, pension plans, foreign currency conversion adjustments, environmental recovery costs, criteria for asset recovery tests and financial instruments

The Company’s financial statements included in this form were elaborated according to the accounting practices adopted in Brazil, based on the dispositions contained in the CorporationLaw and in the standards established by the Securities Commission – CVM. In the Elaboration of the financial statements, when necessary, accounting estimates determined by the Administration were used in function of objective factors for the selection of working life of the fixed asset, necessary provisions for contingent liabilities and for doubtful liquidation credits and other similar items.

Below is a summary of the Company's main accounting practices:

Provision for doubtful debtors: The provision for doubtful liquidation credit was constituted based on the realization risk analysis of the credits in a sum considered sufficient to face eventual losses in the realization of the client account. The registration of this provision was done in “expenses with sales”.

Fixed: The fixed assets are registered by the acquisition, formation or construction cost (including interest and other financial charges), plus the spontaneous reevaluation and corrected monetarily until 1995. The depreciations are calculated in the linear method. As foreseen in the Committee’s Technical Interpretation ICPC 10 of accounting pronouncements, approved by CVM Deliberation nº 619/09, the Company concluded the first of the periodic analyses with the objective of reviewing and adjusting the estimated working economic life for the depreciation calculation. For the purpose of this analysis, the Company considered the operational planning for the next years, internal antecedents, such as the maintenance level and the usage of the items, external comparison elements such as available technologies, manufacturer recommendations and manuals and experience rates of the goods. The exhaustion of the forest reserves is carried out in function of the volume of wood extracted in the period.

Reduction to the assets’ recoverable value: The fixed and other assets, including the premium and the intangible assets, are reviewed annually to identify evidences of non recoverable losses, or also, whenever events or alterations in the circumstances indicated that the accounting value may not be recoverable. When this is the case, the recoverable value is calculated to verify if there is loss. When there is loss, it is acknowledged by the sum in which the accounting value of asset surpasses its recoverable value, given by the greatest value between the net sales price anf the value in use of an asset. For evaluation purposes, the assets are grouped in the smallest asset group for which there is identifiable separate cash flow.

Provisions: The provisions are acknowledged when the Company has a present, legal or non-formalized obligation, as a result of past events and it is probable that an output of resources will be necessary to liquidate the obligation and a trustworthy estimate of the value can be made.

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Costs with operational land leasing contracts (rural leasing): The leasing contracts for which

the installment relevant to the risks and rights of property is maintained by the leaser are classified as operational leasing. The costs inflicted on the operational leasing contracts are registered to the investment and to the result of the exercises in a linear manner during the period of term of these contracts.

Consolidation: They were elaborated according to the standards dispatched by the Securities Commission - CVM and cover the Company and affiliated companies’ financial statements, in which it maintain direct and indirect stock control. The investments among consolidated companies were eliminated in the proportion of the participations in the capital, as well as the assets and liabilities balances, the revenues and expenses and the profits not carried out. 10.6. In relation to the internal controls adopted to guarantee the elaboration of trustworthy financial statements, the directors shall comment: a) Degree of efficiency of such controls, indicating eventual imperfections and arrangements adopted to correct them

In the process of elaboration of the financial statements ended on December 31, 2009 the study and evaluation of the Company's accounting system and internal controls were carried out, according to the applicable audit standards in Brazil, emended in the professional and technical standards of the Federal Accounting Council - CFC.

These controls cover the procedures that guarantee the precision of the accounting registers; the preparation of the financial statements according to the accounting practices adopted in Brazil, Based on the dispositions contained in the Corporation Law and standards established by the Securities Commission.

As a result of this study, it was communicated, to the Company, the suggestion of perfection of the internal controls, however, no perfection suggestions that compromises the Company’s Operations. b) Deficiencies and recommendations about the internal controls present in the independent auditor’s report

The internal controls’ deficiencies reported by the independent auditor do not impact in a relevant manner the financial statements.

The Directors understand that the deficiencies and recommendations contained in the internal control letter from the independent auditor are not significant, however they will be adopted. 10.7. If the issuer has made a public distribution offer of securities, the directors shall comment: a) How the resources resulting from the offer were used

19.09.2007: Satipel Industrial S.A. concluded a primary and secondary stock Initial Public Offer operation in the market, inaugurating the presence of its stock in the BM&F Bovespa trading.

The offer resulted in the collection of R$204.4 million through primary issuing, value used in the company’s strategic plan of implanting a new continuous MDP manufacturing unit in Taquari (RS), which ended up substituting the former manufacturing process of this panel at that unit – a cyclic process – besides buying land in the region, besides the investments aimed towards operational efficiency. b) If there were relevant deviations between the effective applications of the resources and the application proposals disclosed in the respective distribution prospects

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The resources were applied according to that announced on page 54 of the definite prospect; chapter of Resource Designation. c) If there were deviations, the reasons for such deviations

There were no deviations. 10.8. The directors shall describe the non-evidenced relevant items in the issuer’s financial statements, indicating: a) The assets and liabilities withheld by the issuer, directly or indirectly, which do not appear in it estate balance (off-balance sheet items), such as: I – Operating commercial leasing, assets and liabilities

Does not apply II – Portfolio of receivables written off on which the entity maintains risks and responsibilities, indicating respective liabilities

Does not apply III – Future purchase and sale contracts for products or services

Does not apply IV – Not finished construction contracts

Does not apply V – Future financing receipt contracts

Does not apply b) Other items not evidenced in the financial statements

Does not apply 10.9. In relation to each one of the items not evidenced on the financial statements indicated in item 10.8, the directors shall comment: a) Since such items alter or may come to alter the revenues, the expenses, the operational result, the financial expenses or other items on the issuer’s financial statements

Does not apply b) Operation’s nature and purpose

Does not apply

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c) Nature and sum of the obligations taken on and of the rights generated in favor of the issuer throughout the operation Does not apply

10.10. The directors shall indicate and comment the main elements of the issuer’s business plan, specifically exploring the following topics: a)investments, including: I – Quantitative and qualitative description of the investments in progress and of the foreseen investments

The investment forecast for 2010 is R$ 420 million. Of this sum, R$ 100 million will be designated to the expansion and consolidation of the panel productive capacity, which investments rebound to the conclusion of MDF and Resin factories (the latter with capacity for 210,000 t/year which serves 100% of the demand for this supply for the Duratex panel factories in the State of São Paulo), to the new Low Pressure and and Impregnation lines (in Agudos-SP); Impregnator and Cavaco Patio equipment in Uberaba-MG and Taquari-RS. The sanitary metal and ceramic operation will total R$ 105 million, designated to the productive expansion in the metal factory in Jundiaí-SP and ceramic factory in Recife-PE. Also designated to the forest activities will be R$ 160 million, highlighting projects for the verticalization of harvest and forestry in Minas Gerais, acquisition of new lands and maintenance of forest areas. Another R$ 50 million will correspond to the factory operation maintenance and support activities. II – Investment financing sources

The main investments are financed by the Company according to the value stipulated for them and the market conditions at the moment. As shown in item 10.1, the main sources of resources that the Company uses are public and private banks, in Brazil and abroad, or access to the debt or stock issuing market.

The company regularly used, in the realization of its investments, resources coming from the programs FINAME (BNDES), Industrial Credit, FUNDIEST, PROINVEST, ProIM, FINIMP, Resolution 2770 and Pro-Forest, which main financing institutions are BNDES, Banco do Brasil, BDMG, Banco Alpha, Credit Suisse, Caixa RS and BANDES. III – Relevant divestment in progress and predicted divestments

Nothing relevant at the moment. b) As long as already disclosed, indicate the acquisition of installments, equipment, patents or other assets that shall influence materially the issuer’s productive capacity

In 2009, the assembly of 3 new wood panel manufacturing lines, two MDF and one MDP line were concluded, which added approximately 1.9 million cubic m to the existing capacity then of 2.0 million. These factories are in a ramp up process, and shall contribute to elevate the Company’s operational level.

Investments of approximately R$100 million throughout 2010 shall contribute to the addition of approximately 20% capacity at Deca, which will contribute to elevate this Division’s operational level. c) New products and services, indicating:

Deca and Wood annually establish the product development plan defining the removal from the market of products which are reaching the end of their lifecycle, and at the same time defines the new products to be released to complement its portfolio, function of the market needs. Frequently national and international market surveys are elaborated with the objective of updating the portfolio\. From the

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technological point of view there is frequently the participation in symposiums, congresses and specific technical events, besides the extensive networking with performing companies in the business in the sense of accompanying and transferring new technologies.

In the service field there is a specific structure in a manner to serve the end clients and consumer, whether in the recommendation or in the guidance for the uses and applications of the company’s products. I – Description of researches in progress already disclosed Client Satisfaction Survey

International Price Survey

Wood panel commercial balance survey

Panel market market-share survey

Furniture Pole Market Penetration Survey

Product-Tendency Market Survey

Consumer Profile Survey

Brand Value perception Survey

- Survey and monitoring of fauna and flora.

- Environmental Education Activities.

- Biological Control of exotic Eucalyptus plagues.

- Climatic zoning, evaluation of damages and inoculation of diseases in controlled conditions in the main genetic materials planted by Duratex.

- Forest Handling Thematic Program

- EUCFLUX Project – Flow Tower – Studies carbon, water and nutrient balances at a populational level in a eucalyptus forest, through the flow tower methodology. Co-op project with over 10 companies, with the tower installed on Duratex’s property.

- Pedological surveys of the soils on Duratex's properties.

- Tests of herbicide resources and weed control methods, seeking to optimize their control in a mechanized manner

Mall survey of home center price

Study of commercial management model for the civil construction segment

Civil construction market information system

Survey of the hydraulic installer public study

Filter survey

Survey of brand study

Discontinued product survey

Design survey for competitive products

Replacement part survey, competition price positioning

Deca site survey with targets

II – Total sums spent by the issuer in researches for the development of new products or services

29

In the past three years R$ 2 million/ year were invested in accompanying, surveys and market studies. III – Projects in development already disclosed

In the Deca Division, in the past three years products aimed towards the luxury average and competitive segments were released. Products developed according to the need of each public and the market demand: Economizing products, flush systems, bowls, basins, seats, urinals, tanks, filter, among others. 2007: Released 13 metal lines and 12 sanitary ceramic lines 2008: Lançadas 30 linhas de metais e 13 linhas de louças sanitárias 2009: Released 17 metal lines and 18 sanitary ceramic lines In the Wood Division, the releases of new standards accompany the market tendencies. 2007: 16 standards of laminated flooring/Accessories and 56 standards in Wood panels, or new products 2008: 55 Standards in Wood Panels, 8 Standards of Laminated flooring and 9 Duratex Moulding Models, or 72 new product 2009: 9 standards of laminated flooring/Accessories/Molding and 66 standards in Wood panels, or 75 new products

In the Wood Division, the product portfolio is around 7,500 SKU´s designed to service the most diverse strategies of the market segmentation, according to the world tendencies of innovation, design and technology applied.

Within the market segmentation strategy line extensions were developed in the MDP and MDF business units to allow the different social classes with distinct income characteristics to have acess to the culminated consumption with the important participation of classes B, C and D in the roll of the newest consumers of wood products for furniture.

In the Deca Division, the product portfolio is composed of approximately 1,800 SKUs, with 1,100 in sanitary metals and 700 in sanitary ceramics.

This portfolio was developed throughout time to serve all the market segments where Deca performs, including the luxury segment, average segment and competitive segment.

Every year Deca releases new products accompanied by world tendencies in design, incorporating new technologies that allow us to improve more and more the already acknowledged technology of the products and also adding attributes that generate more comfort for our consumers, also remembering that comfort should always be allied to allied technology for rational water usage.

Thus, each year we release with more frequency, products incorportainf technological resources for water saving, such as a flush valve with double activation, boxes couplated on the basins with the dual flux system, with 3 or 6 liters per flush, leak resisting aerator and temporizers, mechanic and electric, which interrupt the water flow after a certain amount of usage time. IV– Total sums spent by the issuer in the development of new products or services On average 15 million Brazilian Reais per year. 10.11. Comment other factors that influenced in a relevant manner the operational performance and that have not been identified or commented in the other items of this section

Does not apply

DURATEX S.A.

Base Date: 12.31.2009

(In compliance with Attachment 9-1-II of CVM Instruction nº 481, dated December 17, 2009 “CVM Instruction 481”)

Identification Duratex S.A., corporation enrolled in the CNPJ/MF [Corporate

Taxpayer’s Registry] under the number 97.837.181/0001-47, with its constitutive acts duly filed at the Board of Trade of the State of São Paulo under the NIRE 35.3.0015441-0, registered as a public company before the Securities Commission (CVM”) under the number 21091 (“Company” or “Issuer”).

Headquarters The Issuer’s social headquarters are located at Avenida Paulista, 1938 – 5th floor, in the city of São Paulo, state of São Paulo, Zip Code 01310-942.

Investor Relations Director The Company’s Investor Relations area is located at Avenida Paulista, 1938 – terraço, in the city of São Paulo, state of São Paulo. The Investor Relations Director is Mr. Flávio Marassi Donatelli. The Investor Relations Management telephone number is (0XX11) 3179 7259, the fax number is (0XX11) 3179 7500 and the e-mail is [email protected]

The Company’s Independent Auditors

PricewaterhouseCoopers Auditores Independentes for the year ended on 12/31/2009 Deloitte Touche Tomatsu Auditores Independentes for the years ended on 12/31/2008 and 12/31/2007

Bookkeeping Agent Itaú Corretora de Valores S.A.

Stockholders Service Service to the Issuer’s stockholders is done at the Itaú Unibanco S.A branches, at any branches in the service network or at the Specialized Stockholders' Service Agencies located at the following addresses: São Paulo (SP) -Rua Boa Vista, 176 - 1º subsolo; Rio de Janeiro (RJL) - Rua Sete de Setembro, 99 – subsolo; Belo Horizonte (MG) - Av. João Pinheiro, 195 - subsolo; Porto Alegre (RS) - Rua Sete de Setembro, 746 – ground floor; Curitiba (PR) - Rua João Negrão, 65 – sobreloja; Brasília (DF) - SCS Quadra 3, Ed. Dona Ângela, 30 - Bloco A – sobreloja; Salvador (BA) - Av. Estados Unidos, 50 – 2nd floor - Ed. Sesquicentenário

Newspapers in which the Company discloses information

Diário Oficial do Estado de São Paulo [São Paulo State Government’s Official Newspaper] and Diário do Comércio [Commerce Newspaper] for the year ended on 12/31/2009 Diário Oficial do Estado de São Paulo [São Paulo State Government’s Official Newspaper] and Valor Econômico for the years ended on 12/31/2008 and 12/31/2007

Website http://www.duratex.com.br/ri The information on the Company's worldwide computer web page (website on the Internet) is not an integrating part of this Reference Form.

Last updating date 03/30/2010

TABLE OF CONTENTS Destination of Net Profit 1. Year’s net profit................................................................................................................................... 2 2. Global sum and value per stock of the dividends, including anticipated dividends and interest on its

own already declared capital .............................................................................................................. 2 3. Percentage of year's net profit distributed .......................................................................................... 2 4. Global sum and value per stock of distributed dividends based on the previous years’ profit ........... 2 5. After deducting the anticipated dividends and interest on its own already declared capital, inform: . 2

a) Gross value of dividend and interest on own capital, in a segregated manner, per stock of each species and class................................................................................................................................ 2 b) Means and deadline for the payment of dividends and interest on own capital............................. 2 c) Eventual incidence of updating and interest on the dividends and interest on own capital ........... 3 d) Date of declaration of payment of the dividends and interest on own capital considered for the identification of stockholders who will be entitled to receiving them................................................... 3

6. Sum of the dividends or interest on its own capital already declared and date of the respective balances, based on profits verified in semester balances or in smaller periods: ............................... 3

7. Supply comparative table indicating the following values per stock of each species and class: ....... 3 a) Net profit for the year and the previous 3 (three) years ................................................................. 3 b) Dividend and interest on its own distributed capital in the 3 (three) previous years ...................... 4

8. Destination of profits to legal reserve ................................................................................................. 4 a) Sum designated to the legal reserve.............................................................................................. 4 b) Detail the manner of calculating the legal reserve ......................................................................... 4

9. Preferential actions with right to set or minimum dividends ............................................................... 4 a) Means of calculation of set or minimum dividends......................................................................... 4 b) Sufficiency of year’s profit for full payment of the set or minimum dividends................................. 4 c) Eventual installment not paid is cumulative.................................................................................... 4 d) Global value of set or minimum dividends to be paid to each class of preferential actions........... 4 e) Set or minimum dividends to be paid per preferential actions for each class ................................ 4

10. Mandatory dividend ............................................................................................................................ 4 a) Manner of calculation foreseen in the bylaws ................................................................................ 4 b) Payment.......................................................................................................................................... 5 c) Sum eventually withheld ................................................................................................................. 5

11. Withholding of mandatory dividend due to the company's financial situation .................................... 5 12. Designation of result for contingency reserve .................................................................................... 5 13. Designation of result for profit to be carried out reserve .................................................................... 5 14. Designation of result for statutory reserves ........................................................................................ 5

a) Describe the statutory clauses that establish the reserve.............................................................. 5 b) Identify the sum designated to the reserve .................................................................................... 5 c) Describe how the sum was calculated ........................................................................................... 6

15. Withholding of profits foreseen in the capital budget.......................................................................... 6 16. Designation of result for the reserve of fiscal incentives .................................................................... 6

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Destination of Net Profit It is proposed that the net profit of the year contained on the financial statements from December 31, 2009, in the sum of R$ 97,903,987.00, be designated in the following manner: (a) R$ 4,895,199.35 for the Legal Reserve; (b) R$ 66,119,323.90 for the Statutory Reserve which, after deliberation by the Company’s Administration Council and of the General Stockholders' Assembly will be designated to the Reserves (i) for the Equalization of Dividends, (ii) for Reinforcement of Working Capital (iii) for the Increase of Participated Companies' Capital; and (c) R$ 36,065,085.77 to the payment of interest on its own capital, attributed to the value of the mandatory dividend, according to the facility foreseen in article 9º of Law nº 9.249/95. We highlight that the value mentioned in item "c” was already declared by the Company’s Administration Council and paid to the stockholders. 1. Year’s net profit The social year’s net profit for 2009 was R$ 97,903,987.00. 2. Global sum and the value per stock of the dividends, including anticipated dividends and interest on its own already declared capital The global sum distributed in title of interest on its own capital was R$ 36,065,085.77 (gross), being R$ 30,655,322.90 net of income tax, and was paid as anticipation of the mandatory minimum dividend. This way, it will be proposed to the general assembly the ratification of the statements and distributions already carried out and new statements will not be proposed. Net value per stock: R$ 0.0669467. 3. Percentage of year's net profit distributed The percentage of distributed net profit, in the social year ended on December 31, 2009, was 36.84%. 4. Global sum and value per stock of distributed dividends based on the previous years’ profit The distribution of dividends based on previous years' profit was not proposed. 5. After deducting the anticipated dividends and interest on its own already declared capital, inform: a. Gross value of dividend and interest on own capital, in a segregated manner, per stock of each species and class The declaration of dividends or interest on its own capital additional to that already declared will not be proposed to the general assembly. b. Means and deadline for the payment of dividends and interest on own capital The mandatory dividend related to the year ended on December 31, 2009 was already entirely declared by the Administration Council and paid to the stockholders. The payment dates are in item 6 below. The stockholders may receive the values due to them in the following manners:

● Stockholders with checking accounts at Itaú, registered: The payment will be done through credit placed directly in the respective checking accounts.

2

● Stockholders with checking accounts at other banks who have already indicated the bank/agency/checking account:

The payment will be carried out through an electronic DOC or TED, according to the respective values.

● Stockholders whose stocks are deposited into BM&FBOVESPA fiduciary custodies: The payment will be made directly to BM&FBOVESPA, which will take on passing it on to the title stockholders, through the depositing Value Brokers.

● Stockholders holders of stocks to the bearer not yet converted to the deed system: The payment will take place after the delivery of the respective certificates for the updating and mandatory conversion into deed stocks.

The declaration of dividends or interest on its own capital additional to that already declared will not be proposed to the general assembly. For the payment dates that already took place, see the table contained in item 6 below.

c. Eventual incidence of updating and interest on the dividends and interest on own capital None. d. Date of declaration of payment of the dividends and interest on own capital considered for the identification of stockholders who will be entitled to receiving them See sub-item “a” above. 6. Sum of the dividends or interest on its own capital already declared and date of the respective payments, based on profits verified in semester balances or in smaller periods: Description Deliberation Payment Date Value per Stock Total Gross Value Interest on own capital

RCA dated 12/18/2009

05/03/2010 0.0764400 35,001,843.21

Interest on own capital

RCA dated 02/23/2010

05/03/2010 0.0023208 1,063,242.56

Total distributed in the year of 2009

0.0787608 36,065,085.77

7. Supply comparative table indicating the following values per stock of each species and class: a. Net profit for the year and the previous 3 (three) years 2009

(R$) 2008 (R$)

2007 (R$)

Year’s net profit 97,903,987.00 75,095,053.16 45,921,444.70 Quantity of stocks in circulation - ON

457,899,576 109,113,606 109,576,806

Profit per Stock 0.21 0.69 0.42 Note: In there year 2006 there was accounting loss.

3

b. Dividend and interest on its own distributed capital in the 3 (three) previous years Description Per Gross Stock (R$) Stock Type Total Gross Value Interest on own capital 0.0764400 ON 35,001,843.21 Interest on own capital 0.0023208 ON 1,063,242,56 Total distributed in the year of 2009

0.0787608 36,065,085.77

Description Per Gross Stock (R$) Stock Type Total Gross Value Interest on own capital 0.1333411195 ON 14,600,000.00 Interest on own capital 0.0897000000 ON 9,787,490.46 Total distributed in the year of 2008

0.2230411 24,387,490.46

Description Per Gross Stock (R$) Stock Type Total Gross Value Interest on own capital 0.0559000059 ON 5,145,948.72 Dividends 0.1204526212 ON 11,088,424.80 Dividends 0.1086291546 ON 10,000,000.00 Interest on own capital 0.0456300944 ON 5,000,000.00 Total distributed in the year of 2007

0.3306199 31,234,373.52

Description Per Gross Stock (R$) Stock Type Total Gross Value Dividends 0.0493353045 ON 4,541,626.48 Dividends 0.0271572887 ON 2,500,000.00 Total distributed in the year of 2006

0.0764926 7,041,626.48

In the year 2006 the Company presented accounting loss in the value of R$2,215 thousand. However, when added to the realization of the reevaluation reserve in the sum of R$ 9,256 thousand the accumulated profit went to R$ 7,041 thousand. 8. Destination of profits to legal reserve a. Sum designated to the legal reserve The constitution of the legal reserve was in the sum of R$ 4,895,199.35. b. Means of calculation of the legal reserve In terms of article 193 of Law nº 6.404/76, altered, and of article 28.a of the Company’s Bylaws, 5% (five percent) were applied in the constitution of the Legal Reserve, which will not exceed 20% (twenty percent) of the social capital. 9. Preferential actions with right to set or minimum dividends Does not apply, because the Company’s social capital only has ordinary shares. 10. Mandatory dividend a. Manner of calculation foreseen in the bylaws The stockholders have to right to receive as a mandatory dividend, each year, an importance not under 30% (thirty percent) of the net profit verified in the same year, adjusted by the increase or decrease of the values specified in letters "a" and "b" of paragraph I of article 202 of the S.A. Law and observing paragraphs II and III of the same legal device.

4

b. Payment The mandatory dividend was completely paid, in terms of item 6 above. c. Sum eventually withheld There was not withholding of sums. 11. Withholding of mandatory dividend due to the company's financial situation There was not withholding of mandatory dividend. 12. Designation of result for contingency reserve There was no designation of result for the contingency reserve. 13. Designation of result for profit to be carried out reserve There was no designation of result for the reserve of profit to carry out. 14. Designation of result for statutory reserves a. Statutory clauses that establish the reserve By proposal of the Administration Council, the general assembly may deliberate the formation of the following reserves: (i) Reserve for the Equalization of Dividends; (ii) Reserve for the Reinforcement of Working Capital; and (iii) Reserve for the Increase of Participated Companies Capital. The Reserve for Equalization of Dividends will be limited to 40% (forty percent) of the social capital value and will have the purpose of guaranteeing resources for the payment of dividends, including in the form of interest on its own capital, or its anticipations, seeking the maintain the flow of remuneration to the stockholders, being formed with resources: (a) equivalent to up to 50% (fifty percent) of the year’s net profit, adjusted in the manner of article 202 of the S.A. Law; (b) equivalent to up to 100% (one hundred percent) of the installment made of the Reevaluation Reserve, released for accumulated profits; (c) equivalent to up to 100% (one hundred percent) of the sum of adjustments from the previous years, released in accumulated profits; and, (d) due to the credit corresponding to the anticipations of dividends.

The Reserve for Reinforcement of the Working Capital. The Reserve for the Reinforcement of the Working Capital will be limited to 30% (thirty percent) of the social capital value and will have the purpose of guaranteeing financial means for the company’s operation, being formed of resources equivalent to up to 20% (twenty percent) of the year’s net profit, adjusted in the form of article 202 of the S.A. Law.

The Reserve for the Increase of Participated Companies Capital. The Reserve for the Increase of Participated Companies Capital will be limited to 30% (thirty percent) of the social capital value and will have the purpose of guaranteeing the exercise of preferential right of subscription in increases of participated companies capital, being formed by resources equivalent to up to 50% (fifty percent) of the year’s net profit, adjusted in the form of article 202 of the S.A. Law. By proposal by the Administration Council installments will be periodically capitalized from these reserves for the respective sum to not exceed the limit of 95% (ninety-five percent) of the social capital. The balance of these reserves, added to the Legal Reserve, cannot surpass the social capital. b. Sum designated to the statutory reserves The sum designated to the statutory reserves was R$ 66,119,323.90. c. Means of calculation of the sum designated to the reserve

5

R$ Year’s Net Profit 97,903,987.00 (-) Legal Reserve (4,895,199.35) Year’s Net Profit adjusted 93,008,787.65 (+) Realization of the Reevaluation Reserve 9,175,622.02 (-) Interest on Own Capital (36,065,085.77) Statutory Reserve 66,119,323.90 15. Withholding of profits foreseen in the capital budget There was no withholding of profits foreseen in the capital budget. 16. Designation of result for the reserve of fiscal incentives There was no designation of result for the fiscal incentive reserve.

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duratex s.a.duratex s.a. reference form base date: 31.12.2009 (in compliance with attachment 24 of...

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