History and Corporate Profile

Corporate Profile

Plascar (?Company?) operates in the automotive sector and its main operating activity is the manufacturing and trading of parts related to internal and external finishing of automotive vehicles. The Company holds the ? Woodstock ? technology (composition of wood flour and polypropylene) for the manufacturing of door sides and internal trunk hoods.

Its main products are bumpers, dashboards, air diffusers, cupholders, steering wheels, door sides, plastic parts painting, sun visor, internal trunk hoods, mats, window drivers, column switches,, lighting system (headlamps), handsets painting, etc.

The Company, leader in the market, supplies car manufacturers in Mercosur and exports to Mexico , Canada , USA , Australia , and Europe . It operates in the genuine auto-parts market, and replacement auto-parts market for lighting and signaling systems.

Plascar´s majority shareholder is Permali do Brasil Indústria e Comércio Ltda., a wholly-owned subsidiary of International Automotive Components Group Brazil, LLC, with headquarters in Delaware , USA . Permali´s interest in Plascar is 99.99% of the voting capital (PLAS3) and 56.52% of the total capital – Permali does not hold preferred shares (PLAS4) of Plascar.

 

History

Founded in 1982, Agricar – Agrícola e Comercial Ltda. had Mr. Mário Austregésilo de Castro as its main partner and agricultural development and commercial representation as its business activity.

On August 23, 1983, Agricar was succeeded by Multicar S.A. Indústria e Comércio and its core activities shifted to manufacturing, trading, imports and exports of plastic and rubber products, as well as holding interest in other companies.

On May 2, 1984, the company began operating under the name OSA S.A. Organização, Sistemas e Aplicações.

From that date forward, in addition to manufacturing and selling its primary product, ABS laminated boards, OSA gradually bought shares in Oscar S.A. Indústria e Comércio and Plascar S.A. Indústria e Comércio, in order to achieve its primary objective of controlling the associated companies.

Through this shareholding, OSA S.A. Organização, Sistemas e Aplicações provided the fillip to its subsidiaries, turning them into market leaders in dashboards and bumpers for the automotive industry. Its main clients are: General Motors do Brasil, Volkswagen do Brasil, Ford Brasil and Fiat.

On April 19, 1989, the Company became registered with the Brazilian Securities and Exchange Commission (CVM).

Building upon this momentum, which became a program for expansion and modernization of the companies, investments of approximately US$21 million were made 1990, mostly in Plascar S.A. Indústria e Comércio, and were allocated mainly to:

- the facility for painting large plastic parts, a pioneering investment in Brazil;

- the facility for manufacturing automobile steering wheels, which marked Plascar S.A. Indústria e Comércio’s definitive presence in this segment.

In the same corporate act, the surviving company Oscar S.A. Indústria e Comércio adopted the name of the acquired company – Plascar S.A. Indústria e Comércio. Its interest in the acquired company was transferred to the surviving company in the same proportion.

In 1993, Plascar S.A. Indústria e Comércio created a new business unit (thermoforming) with the acquisition of state-of-the-art equipment.

On January 1, 1994, Previcar – Sociedade de Previdência Privada was created, which offered regular and supplementary pension plans to all employees of OSA S.A. Organização, Sistemas e Aplicações and its subsidiaries and associated companies.

The same year, Plascar S.A. Indústria e Comércio’s plants obtained the ISO 9001 and 9002 Certification.

In addition, the Company began to manufacture and assemble dashboard systems at the newly created facilities in Betim, Minas Gerais. This branch of Plascar S.A. Indústria e Comércio was designed to service Fiat using the ?just in time? methodology.

In May 1994, OSA S.A. Organização, Sistemas e Aplicações acquired 100% of the capital stock of Plavigor S.A. Indústria e Comércio, a traditional manufacturer of coating products for the automobile industry that uses ?woodstock? technology. Headquartered in Varginha, Minas Gerais, the company is already well established in the market for door sidings, roof panels, door panels, frames, car carpeting and mats. The same year, the Betim branch of Plavigor S.A. Indústria e Comércio was established, also with the purpose of servicing Fiat using the ?just in time? methodology.

A total of US$31 million was invested in 1995, primarily in Plascar S.A. Indústria e Comércio’s facilities, mainly allocated to:

- the new industrial plant in Betim, Minas Gerais;

- installing the unit to manufacture steering wheels for export;

- modernizing the dashboard manufacturing unit in Jundiaí.

In September 1995, the UK-based BTR Group, through its Brazilian affiliate Permali do Brasil Indústria e Comércio Ltda., acquired control of OSA S.A. Organização, Sistemas e Aplicações, paying for it in cash.

In 1997, Plascar S.A. Indústria e Comércio absorbed its subsidiaries Globalplas Comercial Ltda. and Oscar Nordeste Indústria e Comércio Ltda. It also absorbed the affiliate Plavigor S.A. Indústria e Comércio and closed another subsidiary – Globaltown S.A.

It also became a limited liability company and changed its name to Plascar Indústria e Comércio Ltda.

In May 1997, the Company became a purely holding company and sold all its equipment to Plascar Indústria e Comércio Ltda., which began manufacturing its own ABS laminated boards, one of the raw materials used in its manufacturing process.

Plascar Indústria e Comércio Ltda.’s facilities in Jundiaí reached a milestone in 1997 when they obtained the QS 9000 Certification, the most demanding and comprehensive certification in the automobile industry.

In May 1998, Plascar Indústria e Comércio Ltda. acquired, from its associate Getoflex Metzeler Indústria e Comércio Ltda., 99.99% of the capital of Empresa Eletromecânica Carto Ltda., a traditional manufacturer of manual, electric and sensor-run window systems, vehicle lighting (rear and headlamps and internal lamps), and electric systems (windshield-wiper systems, door-locking systems, column switches and other switches) for the automobile industry and parts market. The company is already ISO 9001 and QS 9000 certified and a Ford Q1 supplier.

To simplify and further integrate operations, Plascar Indústria e Comércio Ltda. absorbed the recently acquired Eletromecânica Carto Ltda. in June 1998, based on the balance sheet of May 31, 1998.

The Varginha unit was awarded QS 9000 Certification in 1998.

The extraordinary shareholders’ meeting held on September 8, 1998 approved the corporate name change from OSA S.A. – Organização, Sistemas e Aplicações to Plascar Participações Industriais S.A.

The Betim unit was certified by AVSQ (Fiat) in 1999.

In a change to the articles of incorporation dated April 9, 2000, Plascar Indústria e Comércio Ltda. changed its corporate name to Textron Automotive Trim Brasil Ltda.

Permali do Brasil Indústria e Comércio Ltda. still has ownership control of the Company. On May 31, 2000, Textron International Holding S.L., a corporation headquartered in Bilbao, Spain, acquired ownership control of Permali do Brasil Indústria e Comércio Ltda. from S.W. Industries Inc.

On December 20, 2001, Collins & Aikman Europe S.A., headquartered in Luxembourg, acquired ownership control of Permali do Brasil Indústria e Comércio Ltda. from Textron International Holding S.L.

In a change to the articles of incorporation dated April 1, 2002, Textron Automotive Trim Brasil Ltda. changed its corporate name to Collins & Aikman do Brasil Ltda.

The change of name from Collins & Aikman do Brasil Ltda. to Plascar Indústria de Componentes Plásticos Ltda. was filed before the Trade Board of the State of São Paulo (JUCESP) on September 29, 2005.

As disclosed in a Material Fact, on April 12, 2006, International Automotive Components Group Brazil, LLC, headquartered in Delaware, United States, acquired ownership control of Permali do Brasil Indústria e Comércio Ltda. from Collins & Aikman Europe S.A.

The same day, IAC absorbed a loan of approximately US$48.2 million (including accrued interest) owed by Plascar Indústria de Componentes Plásticos Ltda. to C&A Europe.

On September 21, 2009, Plascar inaugurated a new industrial unit in Pindamonhangaba, São Paulo.

The new plant was designed to cater initially to automakers located in the Vale do Paraíba region of São Paulo state and in the towns of Porto Real and Resende, in Rio de Janeiro state.

In December 2009, the Company inaugurated its plant in Camanducaia, Minas Gerais, for the production of non-automotive items. The plant is still in the development stage.

On January 1, 2010, the Company and its subsidiary Plascar Indústria de Componentes Plásticos Ltda. had 3,684 employees. On December 31, 2010, this figure had increased to 4,994.

Plascar S.A. decided to increase the capital stock of Plascar Ltda. by R$103,338 and R$43,097, on June 30, 2010 and July 30, 2010, respectively, through the subscription of 103,338,375 and 43,096,784 new shares, respectively, which were fully paid on the same date.

The extraordinary shareholders’ meeting held on April 14 approved the transfer of the Company’s headquarters from Avenida Amélia Latorre, 11, sala 8, Bairro Retiro, in the city of Jundiaí, state of São Paulo, to Km 104,5 da Rodovia Anhanguera, loteamento fechado Techno Park, Avenida Pierre Simon de Laplace, 965, módulos , B1, B2, B3, B4,C1 e C2 do Condomínio Industrial Unic – sala 2 do módulo B1, in the city of Campinas, state of São Paulo, with the consequent amendment of the Company’s Bylaws.