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NUTRIPLANT INDÚSTRIA E COMÉRCIO S.A. Interim financial statements for the quarters closed on September 30, 2011 and 2010 MAA/VAB/LQS 1520i/11

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Page 1: NUTRIPLANT INDÚSTRIA E COMÉRCIO S.A. Interim … INDÚSTRIA E COMÉRCIO S.A. ... September, 30, 2011, which presentation in the interim financial statements is of the Quarterly Information

NUTRIPLANT INDÚSTRIA E COMÉRCIO S.A.

Interim financial statements for the quarters closed on September 30, 2011 and 2010

MAA/VAB/LQS 1520i/11

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NUTRIPLANT INDÚSTRIA E COMÉRCIO S.A. Interim financial statements for the quarters closed on September 30, 2011 and 2010 Contents Independent auditors report on the interim financial statements

Balance sheets Income statement Statement of equity changes Statement of cash flows – indirect method Added values statement Management´s explanatory notes to the financial statements

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Independent auditor´s report on the interim financial statements To The Administration Council and Shareholders of Nutriplant Indústria e Comércio S.A.Paulínia - SP Introduction We have reviewed the interim financial statements of Comércio S.A. (“Companyrelated to the quarter closed on September sheet and respective income statement, flows of the quarter closed on that date, as well as the summary of the main accounting practices and other explanatory notes.

The management of the Company is responsible for the preparation of the individual interim financial statement in accordance wPronouncement CPC 21 – financial statement in accordance with CPC 21 and the International Accounting Standards IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of these statements according to the standards established by the (CVM), applicable to the preparation of the Quarterly Statements (ITR).responsibility is to express a con our review.

Scope of the review

Our review was conducted according to the Brazilian and international standards for review of interim financial statements (NBC TR 2410 Statements performed by the Entity´s Auditor and ISRE 2410 Financial Information performed by the Independent Auditor of the Entity, respectively). A review of interim financial statements consists of making inquiries mainly to the people responsible for the financial and accounting matters and of applying analytical procedures and ot

Tel.: +55 11 3848 5880 Rua Major Quedinho

Fax: + 55 11 3045 7363 Consolação –

www.bdobrazilrcs.com.br 01050-030

Independent auditor´s report on the interim financial statements

The Administration Council and Shareholders of Nutriplant Indústria e Comércio S.A.

We have reviewed the interim financial statements of Nutriplant Indústria e y”), included in the Quarterly Information Form (ITR)

related to the quarter closed on September 30, 2011, which includes the balance sheet and respective income statement, statement of changes in equity and casflows of the quarter closed on that date, as well as the summary of the main accounting practices and other explanatory notes.

The management of the Company is responsible for the preparation of the individual interim financial statement in accordance with the Technical

Interim Statement, and for the consolidated interim financial statement in accordance with CPC 21 and the International Accounting

Interim Financial Reporting, issued by the International ng Standards Board (IASB), as well as for the presentation of these

statements according to the standards established by the Securities Commission (CVM), applicable to the preparation of the Quarterly Statements (ITR).responsibility is to express a conclusion on those interim financial statements based

Our review was conducted according to the Brazilian and international standards for review of interim financial statements (NBC TR 2410 – Review of Interim Statements performed by the Entity´s Auditor and ISRE 2410 – Review of Interim

performed by the Independent Auditor of the Entity, respectively). A review of interim financial statements consists of making inquiries mainly to the people responsible for the financial and accounting matters and of applying analytical procedures and other review procedures.

Major Quedinho 90

– São Paulo, SP - Brasil

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Nutriplant Indústria e included in the Quarterly Information Form (ITR)

which includes the balance statement of changes in equity and cash

flows of the quarter closed on that date, as well as the summary of the main

The management of the Company is responsible for the preparation of the ith the Technical

Interim Statement, and for the consolidated interim financial statement in accordance with CPC 21 and the International Accounting

Interim Financial Reporting, issued by the International ng Standards Board (IASB), as well as for the presentation of these

Securities Commission (CVM), applicable to the preparation of the Quarterly Statements (ITR). Our

onclusion on those interim financial statements based

Our review was conducted according to the Brazilian and international standards Review of Interim Review of Interim

performed by the Independent Auditor of the Entity, respectively). A review of interim financial statements consists of making inquiries mainly to the people responsible for the financial and accounting matters and of

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It is substantially less in scope than an audit conducted in accordance with the audit standards and therefore it didn´t enable us to obtain assurance that we had known all the significant matters that could be identified with an audit. Therefore we are not expressing an audit opinion.

Conclusion on the individual interim financial information

Based on our review, we are not aware of any fact that leads us to believe that the individual interim financial information, included in the abovestatement, were not prepared, in all relevant aspects, in accordance with the CPC 21 applicable to the preparaccording to the standards established by Securities Commission

Other matters

Added value interim statements

We have also reviewed the added value interim statement (DVA), prepared under the responsibility of the Company´s management, related to the quarter closed on September, 30, 2011, which presentation in the interim financial statements is required according to the standards established by the Securities Commission (CVM) applicable to the preparationsupplementary information by IFRS, which do not require the presentation of DVA. These statements were submitted to the same review procedures described before and, based on our review, we athat they were not appropriately prepared, in all their relevant aspects, regarding the interim financial statements as a whole.

It is substantially less in scope than an audit conducted in accordance with the audit standards and therefore it didn´t enable us to obtain assurance that we had

significant matters that could be identified with an audit. Therefore we are not expressing an audit opinion.

Conclusion on the individual interim financial information

we are not aware of any fact that leads us to believe that the individual interim financial information, included in the above-mentioned quarterly statement, were not prepared, in all relevant aspects, in accordance with the CPC 21 applicable to the preparation of the Quarterly Information (ITR) and presented according to the standards established by Securities Commission (CVM).

Added value interim statements

We have also reviewed the added value interim statement (DVA), prepared under responsibility of the Company´s management, related to the quarter closed on

September, 30, 2011, which presentation in the interim financial statements is required according to the standards established by the Securities Commission (CVM)

e preparation of the Quarterly Information (ITR), and considered supplementary information by IFRS, which do not require the presentation of DVA. These statements were submitted to the same review procedures described before and, based on our review, we are not aware of any fact that leads us to believe that they were not appropriately prepared, in all their relevant aspects, regarding the interim financial statements as a whole.

October

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It is substantially less in scope than an audit conducted in accordance with the audit standards and therefore it didn´t enable us to obtain assurance that we had

significant matters that could be identified with an audit. Therefore

we are not aware of any fact that leads us to believe that the mentioned quarterly

statement, were not prepared, in all relevant aspects, in accordance with the CPC ) and presented

(CVM).

We have also reviewed the added value interim statement (DVA), prepared under responsibility of the Company´s management, related to the quarter closed on

September, 30, 2011, which presentation in the interim financial statements is required according to the standards established by the Securities Commission (CVM)

of the Quarterly Information (ITR), and considered supplementary information by IFRS, which do not require the presentation of DVA. These statements were submitted to the same review procedures described before

re not aware of any fact that leads us to believe that they were not appropriately prepared, in all their relevant aspects, regarding

October 25, 2011.

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Nutriplant Indústria e Comércio S.A.

Balance sheets

on September 30, 2011 and December 31, 2010(In R$ 1,000)

Assets Note 09/30/2011 12/31/2010 Liabilities and equity Note 09/30/2011 12/31/2010

Current assets Current liabilities

Cash and cash equivalents 1.432 39 Suppliers 10 18.567 13.114

Accounts receivable - clients 4 8.829 7.759 Loans and financings 11 11.442 10.081

Inventory 5 4.546 4.861 Labor obligations, provisions and charges 12 692 723

Recoverable taxes 6 1 12 Tax obligations 13 467 458

Sundry advances 661 817 Accounts payable 740 412

Other current assets 166 166 Advances and loans from third parties 471 447

Total current assets 15.635 13.654 Total current liabilities 32.379 25.235

Non-current assets Non-current liabilities

Suppliers 10 - 35

Long-term receivables Loans and financings 11 2.787 3.644

Prepaid expenses 153 217 Related parties 23 3.930 3.146

Financial application 7 45 2.614 Provision for contingency 14 864 879

Recoverable taxes 6 21.013 20.703 Tax obligations 13 1.839 2.254

Judicial deposits 14 191 191 Tax charges on patrimonial evaluation adjustment 15 2.096 2.206

21.402 23.725 Total non-current liabilities 11.516 12.164

Fixed assets 8 11.640 12.010 Equity

Intangible assets 9 22 28 Social capital 16.1 22.778 22.778

11.662 12.038 Capital reserve 16.2 7.457 7.457

Equity evaluation adjustment 5.037 5.247

Total non-current assets 33.064 35.763 Accumulated losses (30.468) (23.464)

Total equity 4.804 12.018

Total assets 48.699 49.417 Total liabilities and equity 48.699 49.417

The Management´s explanatory notes make part of the financial statements.

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Nutriplant Indústria e Comércio S.A.

Income statement

9-month period closed on September 30, 2011 and 2010 (In R$ 1,000)

Note 2011 2010

Gross operating income 17 24.255 26.183

Cost of sold products (19.969) (22.349)

Gross profit 4.286 3.834

Operating income (expenses)

Sales expenses 18 (4.553) (4.674)

General and administrative expenses 20 (2.264) (2.607)

Other (expenses) income 107 (585)

Operating result before financial result (2.424) (4.032)

Net financial result 21 (4.899) (3.278)

Result before tax provisions (7.323) (7.310)

Deferred Income Tax and Social Contribution 109 126

Loss of the period (7.214) (7.184)

Loss by basic share (1.38) (1.38)

The Management´s explanatory notes make part of the financial statements.

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Nutriplant Indústria e Comércio S.A.

Statement of changes in equity

9-month period closed on September 30 , 2011 and 2010

(in R$ 1,000)

Social Capital Equity evaluation Accumulated

Capital Reserve adjustment Losses Total

Balances on December |31, 2009 22.778 7.457 5.566 (16.014) 19.787

Re-evaluation reserve - - (244) 244 -

Loss of the period - - - (7.184) (7.184)

Balances on September 30, 2010 22.778 7.457 5.322 (22.954) 12.603

Balances on December 31, 2010 22.778 7.457 5.247 (23.464) 12.018

Re-evaluation reserve - - (210) 210 -

Loss of the period - - - (7.214) (7.214)

Balances on September 30, 2011 22.778 7.457 5.037 (30.468) 4.804

The Management´s explanatory notes make part of the financial statements.

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Nutriplant Indústria e Comércio S.A.

Statement of Cash Flows

9-month period closed on September 30, 2011 and 2010 (In R$ 1,000)

09/30/2011 09/30/2010

Operating activities cash flow

Loss of the period (7.214) (7.184)

Adjustments to reconciliate the result to the generated available funds:

Depreciation and amortization 660 556

Residual value of written-off fixed assets - 2

Provision for contingency (15) 251

Deferred income tax and social contribution (109) (126)

Adjustment to present value - Clients 574 (518)

Adjustment to present value - Suppliers 146 178

Adjustment to present value - Inventory 25 (40)

Provision for inventory loss 47 (39)

Exchange variance 1.841 -

Provision for doubtful credits 344 (94)

(3.701) (7.014)

Assets (increase) decrease

Accounts receivable (1.988) 6.363

Inventory 243 (1.610)

Prepaid expenses 64 (234)

Recoverable taxes (299) (1.068)

Advances - Sundry 156 241

Other accounts receivable - (50)

Judicial deposits - (191)

Financial applications 2.569 (2.193)

Liabilities increase (decrease)

Suppliers 3.431 741

Labor obligations, provisions and charges (31) 442

Tax obligations (406) (63)

Accounts payable 328 (358)

Advances and loans to third parties 24 249

Net cash generated by (applied on) operating activities 390 (4.745)

Investment activities cash flow

Additions to fixed and intangible assets (285) (736)

Net cash applied on investment activities (285) (736)

Financing activities cash flow

Related parties 784 2.848

Net received (paid) loans and financings 504 1.797

Net cash generated by (applied on) financing activities 1.288 4.645

Net variance in the period 1.393 (836)

Cash and cash equivalents at the beginning of the period 39 1.015

Cash and cash equivalents at the end of the period 1.432 179

Cash and cash equivalents at the end of the period 1.393 (836)

The Management´s explanatory notes make part of the financial statements.

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Nutriplant Indústria e Comércio S.A.

Statement of Added Values

9-month period closed on September 30, 2011 and 2010 (In R$ 1,000)

09/30/2011 09/30/2010

Income 24.599 26.276

Products sales 25.453 27.557

Adjustment to present value (1.198) (1.375)

Provision for doubtful credits 344 94

Inputs purchased from third parties (20.103) (23.480)

Cost of the products, sold goods and services (19.739) (22.520)

Materials, energy, third parties´ services and others (364) (960)

Gross added value 4.496 2.796

Depreciation/amortization (660) (556)

Tax charges on re-evaluation reserve 109 126

Net added value produced by the Company 3.945 2.366

Added value received as transfer 728 1.528

Financial income 728 1.528

Total added value to be distributed 4.673 3.894

Added value distribution

Personnel

Direct remuneration and benefits 3.604 4.031

FGTS 180 177

Taxes, fees and contributions

Federal 661 655

Municipal 4 4

Backers 7.438 6.211

Loss of the period (7.214) (7.184)

Total 4.673 3.894

The Management´s explanatory notes make part of the financial statements.

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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1. Operational context The business purpose of the Company is the industrialization, commercialization, imports and exports of micro-nutrients and intermediary products for fertilizers.

2. Preparation of the financial statements 2.1. Statement of compliance

The Quarterly Information (ITR) were prepared according to the accounting practices adopted in Brazil and to the International Financial Reporting Standards– IFRS, specifically the Technical Pronouncement CPC 21 – Interim Statement, IAS 34 – Interim Financial Report, and standards established by the Securities Commission (CVM), applicable to the preparation of the ITR. The comprehensive income statement is not being presented because there are no values to be presented according to this concept. Considering this, the result of the period is the same as the total comprehensive result.

2.2. Measurement basis

The preparation of the Quarterly Information (ITR) was based on historic cost, except cash and cash equivalents, which are measured at fair value through result.

2.3. Functional currency and presentation currency

This Quarterly Information (ITR) is presented in Real, which is the functional currency of the Company. All the information presented in Real was rounded to the closest thousand.

3. Summary of the main accounting practices

3.1. Result determination

The result of the operations is determined according to accrual basis of accounting. Income includes the fair value of the amounts received or to be received for the commercialization of products and services in the normal running of the Company´s activities.

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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Income is presented net of taxes, returns, abatement and discounts. It is recognized in result of the period when the risks and benefits inherent to the products are transferred to the purchaser. According to IAS 18/CPC 30 (Income), the Company recognizes the income when and only when: � The income amount can be measured with assurance; � The Company has transferred to the purchaser the most significant risks

and benefits inherent to the good ownership; � It is likely that future economical benefits will flow to the Company; � The Company does not have continuing involvement in the

administration of the sold goods at a level usually associated to ownership, or effective control of such assets;

� The incurred expenses, or to be incurred related to the transaction can be reliably measured.

The income amount is not considered measurable with assurance until all the risks and benefits have been transferred to the client. The Company´s expectations are based on historic results, considering the type of client, type of transaction and specifications of each sale.

3.2. Transactions in foreign currency

Transactions in foreign currency are initially recognized in accounting at the functional currency through application of the cash exchange rate between the functional currency and the foreign currency at the transaction date on the amount in foreign currency. Exchange gains and losses resulting from liquidation of these transactions and of conversion of monetary assets and liabilities in foreign currency are recognized in the result of the period.

3.3. Accounting estimates

The preparation of financial statements requires the Management of the Company to use premises and its judgment in determining the value and recording the accounting estimates.

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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Significant assets and liabilities subject to these estimates include definition of the fixed assets useful life, provision for doubtful accounts, inventory, deferred income tax and provision for contingencies. The liquidation of transactions involving these estimates can result in values different from the estimated ones due to possible inexactness inherent to its determination process.

3.4. Financial instruments

Financial instruments are only recognized as of the moment the Company becomes party of the contractual disposition of the instruments. When a financial asset or liability is initially recognized, it is recorded at the fair value plus the transaction costs that are directly attributable to the acquisition or issue of the financial asset or liability. The subsequent measurement of the financial instruments occurs at every balance sheet date, according to rules established for each type of financial assets and liability classification: � Financial assets or liabilities measured at fair value against result:

these are financial assets or liabilities that complies with the following criteria: i) purchased or originated mainly with the purpose of sale or re-purchase at short-term; ii) part of an identified financial instruments portfolio, which are managed together and for which there is evidence of a recent pattern of short-term profits realization; or iii) a derivative. The main financial assets or liabilities that the Company has classified under this category are “cash and cash equivalent” and “financial applications”;

� Loans and receivables: financial assets with fixed or determinable payments, which are not listed in active market, are recorded at the historic cost through the amortized cost method. The main financial assets of the Company classified under this category is “Accounts receivable” (as per Explanatory Note nº 4);

� Kept until maturity: they correspond to non-derivative financial assets, with fixed or determinable payments, with defined maturities and are intended to be kept until maturity date. They are recorded at historic cost through the amortized cost method. The Company does not have financial assets or liabilities under this category;

� Available for sale: they refer to financial assets and liabilities that are not under any of the above classifications or that are designed as available for sale. They are recorded at the fair value and, for any change in subsequent measurement of the fair values, the contra-entry is equity. The Company does not have financial assets classified under this category;

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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� Financial liabilities not measured at fair value: they are those for which the Company decided not to measure at their fair value, but to use the amortized cost method. The Company has loans and financings classified under this category.

3.5. Estimated losses for doubtful credits

The calculation of estimated losses for doubtful credits is based on the losses considered as probable, which amount is considered sufficient to cover eventual losses in the realization of accounts receivables. The expenses with constitution of estimated losses for doubtful credits were recorded in the account “Operating Expenses” in the income statement. When there isn´t expectation of recovering additional amount, the values credited in the account “Loss with doubtful credits” are in general reverted as definitive write-off of the invoice in the account “Accounts receivable”.

3.6. Inventory

Inventory items are recorded at the average acquisition or production cost, below the market or realization values. These inventory costs are recognized in result when sold.

3.7. Fixed assets

The Company adopted on January 01, 2009 the option of attributed cost method for its fixed assets. Before this period the used method was the acquisition cost. When adopting attributed cost, the Company made a survey on all the assets that are still in operation, making sure that the appraiser pointed out the remaining useful life and the foreseen residual value in order to determine the depreciable value and the new depreciation rate at the date of the initial adoption. The contra-entry of the adjustment was recorded in the equity account "Equity evaluation adjustment ", less deferred payable income tax. In the subsequent years part of this account balance will be periodically transferred to accumulated profits, in amounts identical to the depreciation and write-offs related to fixed assets subject to attribution of new value. These amounts will be added to net profit for purposes of determining the taxable profit.

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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Depreciation of other assets is calculated through the straight-line method to allocate their costs to their residual values during the economical useful life, according to the performed appraisals. The weighted average of the assets useful life is shown below:

Years Machinery and equipment 02 to 23 years Furniture and fixtures 02 to 18 years Vehicles 5 years Buildings, constructions, installations and improvements Between 10 to 60 years Other fixed assets Between 1 to 10 years Depreciation methods, useful lives and residual values will be reviewed at every closing of period, and occasional adjustments are recognized as changes in accounting estimates.

3.8. Intangible assets

Intangible assets are recognized at the acquisition cost less accumulated amortization and eventual provision for impairment. The rights of use of software are shown at the historic acquisition cost, being amortized at the rate of 20% per year.

3.9. Reduction to recoverable value of the assets (impairment) The Company analyzes periodically if there are evidences that the accounting value of an asset will not be recovered. The recoverable value of an asset is the higher value between: a) its fair value less costs that would be incurred to sell them and b) its use value. The use value is equivalent to the discounted cash flow (before taxes) deriving from the continuous use of the asset until the end of its useful life. When assessing if there is any indication that an asset may have devaluated, the Company considers, among others, the following indications: External information sources: � During the period, the market value of the asset has significantly

decreased, more than it would be expected as result of the time or normal use;

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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� Significant changes with adverse effect on the Company have occurred during the period or will occur in near future in the technological, market, economic or legal environment in which the Company operates or in the market for which the asset is used.

Internal information sources: � Available evidence of obsolescence or physical damage of an asset; � Significant changes with adverse effect on the Company have occurred

during the period, or will occur in near future, at an extension in which or in the way in which an asset is or will be used;

� Available evidence from internal reports that indicates that the economic performance of an asset is or will be worst than the expected.

The analysis of the recoverable value is made by business unit, which is the smallest cash generating unit possible for identification of cash flows. When the loss by recovery at the recoverable value is reverted, it subsequently occurs the increase of the assets accounting value (or cash generating unit) for the revised estimate of its recoverable value since it does not exceed the accounting value that would be determined in case no loss by reduction to the recoverable value had been recognized for the asset (or cash generating unit) in previous periods. The reversion of loss by reduction to the recoverable value is immediately recognized in result.

3.10.Loans cost Loans and financings are initially recognized at fair value, net of transaction costs and are subsequently measured at the amortized cost. Besides, they are classified as current liabilities unless the Company has an unconditional right of deferring the liquidation of the liability for, at least, 12 months after the balance sheet date. The loans costs attributable directly to acquisition, construction or production of qualifiable assets, which necessarily take a substantial amount of time to be ready for use or intended sale, are added to the cost of such assets until the date they are ready for use or intended sale.

3.11.Result per share According to IAS 33/CPC 41 – Result per share, the Company presents the calculation of the result per share segregated as follows:

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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� Basic: it is calculated through division of the net profit of the period,

attributed to the holders of ordinary shares, by the weighted average quantity of ordinary shares available during the period;

� Dilutive: it is calculated through division of the net profit attributed to the holders of ordinary shares of the Company by the weighted average quantity of ordinary shares available during the period, plus the weighted average quantity of ordinary shares that would be issued in the conversion of all the dilutive potential ordinary shares into ordinary shares.

3.12.Contingent assets and liabilities

Contingent assets are recognized only when the success is “practically assured” or based on favorable judicial decisions. Contingent assets with probable success are only divulged in explanatory note. Contingent liabilities are provisioned when the losses are evaluated as probable and the involved amounts are measurable with sufficient assurance. Contingent liabilities evaluated as possible losses are only divulged in explanatory note.

3.13.Income tax and social contribution � Current taxes: they are recorded based on the taxable profit, according

to the current legislation and aliquots; � Deferred taxes: deferred income tax and social contribution liabilities

are constituted on the re-evaluation reserves and temporary differences. deferred income tax is constituted on the balances of fiscal losses, Negative basis for social contribution and temporary differences.

3.14.Adjustment to present value – assets and liabilities Long-term monetary assets and liabilities are adjusted at their present value and the short-term ones when the effect is considered relevant in relation to the financial statements taken as a whole. In the calculation of adjustment to present value, the Company considered the following premises: (i) the amount to be discounted; (ii) the dates for realization or liquidation; e (iii) the discount rate.

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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The discount rate used by the Company has considered the current market evaluation regarding cost of money at the time and specific risks for each asset and liability.

3.15.Other current and non-current assets Other current and non-current assets are shown at the cost or realization values including, when applicable, obtained yields.

3.16.Statement of cash flows The Company presents the operating activities cash flow by using the indirect method, according to which the net profit or loss is adjusted by the effects of transactions that do not involve cash, by the effects of any deferrals or appropriations by period on cash receipts or payments in past or future operating cash and by the effects of income or expense items associated with the cash flows of the investment or financing activities. According to the indirect method, the net cash flow from operating activities is determined by adjusting the net profit or loss regarding the effects of: � Variances occurred in the period in inventory and in the operating

receivables and payable accounts; � Items that do not affect cash such as depreciations, provisions,

deferred taxes, non realized exchange gains and losses and equity equivalence result, when applicable; and

� All other items treated as cash flows from investment and financing activities.

3.17.Added value statement The Company has included in the divulgement of its financial statements, the Added Value Statement ((DVA), which has the objective of showing the value of the wealth generated by the Company, its distribution among the elements that contributed for the generation of this wealth, such as employees, backers, shareholders, government and others, as well as the non-distributed part of the wealth.

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4. Accounts receivable from clients 09/30/2011 12/31/2010 Domestic market – clients 8.478 8.758 Adjustment to present value (a) (609) (1.183) Provision for doubtful credits (1.208) (1.551) 6.661 6.024 Clients related to vendor operation (b) 2.168 1.735 Total 8.829 7.759 (a) Adjustment to present value calculated on “pro rata die” exponential basis as of the

origin of each transaction, by adopting the average discount rate of 2% a.m. based on the average rate applied for credit sales;

(b) Trade notes negotiated through vendor operations, which amounts were received by the Company that is co-responsible for the liquidation of the mentioned trade notes at the financial institution, at their maturity dates.

The receivable amounts by maturity dates are detailed below: 09/30/2011 V% 12/31/2010 V% Trade notes to be due 6.880 81 6.957 79 Past-due trade notes: From 01 to 30 days 202 2 148 2 From 31 to 60 days 56 1 87 1 From 61 to 90 days 1 - - - Above 90 days 1.339 16 1.566 18

1.598 19 1.801 21 Total 8.478 100 8.758 100

We present below the evolution of the provision for doubtful credits: Balance Balance on December 31, 2010 1.551 Constituted provisions - Provisions reversal – receipts (343) Balance on September 30, 2011 1.208

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5. Inventory

09/30/2011 12/31/2010 Finished products 1.536 1.603 Raw material 2.559 2.390 Imports in-process - 269 Advances to suppliers 32 45 Packaging material 284 429 Consigned material 106 169 Goods in third parties´ hands 131 143 Other inventory 90 77 Provision for inventory loss (a) (192) (239) Adjustment to present value (see Explanatory Note nº 10) - (25) Total 4.546 4.861

a) It refers to the constitution of provision for expected losses in inventory realization,

according to policy established by the Company.

We detail below the evolution of provision for inventory loss:

Balance Balance on December 31, 2010 239 Constituted provisions - Provisions reversals (47) Balance on September 30, 2011 192

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6. Recoverable taxes

Current Non-current 09/30/2011 12/31/2010 09/30/2011 12/31/2010 Recoverable IPI - - 1.206 1.398 Recoverable ICMS - 6 4.308 4.076 Recoverable IRRF 1 6 161 150 Recoverable PIS - - 326 283 Recoverable Cofins - - 3.405 3.190 Deferred IRPJ on fiscal loss

-

-

8.311

8.311

Deferred CSLL on negative basis

- - 3.159

3.159

Deferred IRPJ and CSLL on temp. differences

-

-

136

136

ICMS on permanent assets

-

-

1

-

Total 1 12 21.013 20.703 Composition IPI The credit from acquisition of packing material used in the finished products will be compensated with federal taxes. The Company will formalize a request for compensation at Federal Revenue Secretariat (SRF), and the legal advisors understand that the company will succeed in the mentioned request. ICMS Credit from the differences between the aliquots used in the acquisition and in the commercialization of inter-state products. In the 12-month period closed on September 30, 2011, the sales to other States in Brazil, in relation to São Paulo, represent approximately 84% of the total sales.

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PIS e Cofins It corresponds to PIS and Cofins credits to be off-set, paid between the periods of August 2004 to December 2009, on intermediary products. At their exit, these intermediary products are classified under Chapter 31 of the Table of tax incidence on Industrialized Products (TIPI) when the sale is made to the end-consumer, what results in the suspension of PIS and Cofins, according to Law nº 10.637/02. On January 15, 2010, the Company made a compensation request at Federal Revenue Secretariat (SRF), and its legal advisors understand that the Company will succeed in the mentioned request. Deferred IRPJ and CSLL Income tax and social contribution calculations are based on the current aliquots at the balance sheet dates. Deferred taxes related to fiscal losses and negative basis of social contribution are recorded in equity accounts. Tax credits on temporary differences were calculated based on the temporary additions to the Taxable Income Control Register (LALUR).

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We present below the composition of the calculation basis and of the balances of these taxes on December 31, 2010:

Income Tax Social

Contribution 2010 2001Period 528 1.188 2002 Period 3.821 4.434 2003 Period 2.212 2.775 2004 Period 2.209 2.242 2005 Period 3.703 3.698 2006 Period 4.923 4.918 2007 Period 1.714 1.714 2008 Period 3.252 3.252 2009 Period 9.781 9.781 2010 Period 7.436 7.433 Refis IV (a) (6.336) (6.336) 33.243 35.099 25% 9% 8.311 3.159 11.470 Temp. differences Additions (provisions - PCLD and contingencies) 630 630 Exclusions (sundry provision) (230) (230) 400 400 25% 9% 100 36 136 Total tax credits 8.411 3.195 11.606

a) Use of fiscal loss and negative basis in the reduction of interests and fine of the taxes

installments plan - Refis IV, as defined by Law nº 11.941/09, regulated by “Portaria”

PGFN/RFB nº 6/2009. Please see Explanatory Note nº 13.

Historically, the Company has not presented taxable profits. However, in February 2008 it made its IPO with capitation of R$ 20.701 and, according to sole paragraph of article 2 of CVM Instruction nº 371/02, the Administration understands that the required profitability history is not applicable considering that there was a relevant change in the Company’s capital structure, management and governance.

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For purposes of the annual impairment test on deferred tax credits, the Company made studies projecting its future taxable profits, which served as basis for the test made on December 31, 2010. As requested by CVM Deliberation nº 273/98 and CVM Instruction nº 371/02, the studies prepared by specialized professionals of the Company were submitted to appreciation of the Company´s Administration Council and were approved. Based on the studies performed for the period closed on December 31, 2010, the mentioned credits will be made in the next eight years, as shown below:

Year of realization Amount to be realized 2013 Period 357 2014 Period 829 2015 Period 1.427 2016 Period 1.689 2017 Period 1.860 2018 Period 1.972 2019 Period 1.965 2020 Period 1.371 Total 11.470

The study now presented reflects the effects of the Company´s re-structuring in the last five years and the capitation of resources through shares offer, which effects in the obtaining of taxable profits and, consequently, in the reduction of tax credits from fiscal losses and negative basis, occur at long-term, mainly due to the organic growth of the sector and of the Company in the market in which it operates, besides the projected economy growth in a post-crisis scenario.

7. Financial application

09/30/2011 12/31/2010 FIDC - 2.590 Capitalization securities 45 24 Total 45 2.614

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8. Fixed assets 09/30/2011 12/31/2010

Reevaluated fixed assets

cost

Reevaluated Accumulated depreciation Net Net

Lands 4.283 - 4.283 4.283

Buildings and constructions 4.927 (326) 4.601 4.714

Machinery and equipment 2.852 (1.398) 1.454 1.701

Furniture and fixtures 261 (79) 182 194

Computers and peripherals 57 (41) 16 31

Vehicles 439 (349) 90 60

Improvements in third

parties´ real estates 43 (40) 3 -

Industrial facilities 722 (219) 503 573

Fixed assets in-process 508 - 508 454

Total fixed assets 14.092 (2.452) 11.640 12.010

The changes in fixed assets are shown below:

Net balance in Dec/10 Addition

Write-off

Depreciation of the period

Net balance in Sep/11

Lands 4.283 - - - 4.283

Buildings and constructions 4.714 41 - (154) 4.601

Machinery and equipment 1.701 121 - (368) 1.454

Furniture and fixtures 194 2 - (14) 182

Computers and peripherals 31 14 - (29) 16

Vehicles 60 45 - (15) 90

Improvements in third

parties´ real estates - 3 - - 3

Industrial facilities 573 - - (70) 503

Fixed assets in-process 454 54 - - 508

Total fixed assets 12.010 280 - (650) 11.640

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Net balance in Dec /09 Addition

Write-off

Depreciation of the period

Net balance in Sep /10

Lands 4.283 - - - 4.283

Buildings and constructions 5.328 86 - (123) 5.291

Machinery and equipment 2.060 51 - (378) 1.733

Furniture and fixtures 154 43 - (24) 173

Computers and peripherals 36 9 (2) (12) 31

Vehicles 43 2 - (12) 33

Fixed assets in-process 34 545 - - 579

Total fixed assets 11.938 736 (2) (549) 12.123

In 2003, based on appraisal report issued by specialized expert and according to what is regulated by Accounting Norms and Procedures NPC nº 24, the Company recorded fixed assets re-evaluation at equity and consequently, has recognized the tax effects on the re-evaluation reserve in long-term payable. As permitted by Law nº 11.638/07, the Company opted to keep the balances of the re-evaluation made, which will be realized according to depreciation and/or assets write-off. Based on the new accouting practice, the updating of the re-evaluation reserve at every 4-years period will no longer be made. Based on ICPC (Interpretation of the Accounting Pronouncement) 27, the Company has adopted on January 1st., 2009 the attributed cost option for its fixed assets and has identified an amount of R$ 3.185, with tax effects in the amount of R$ 1.083. The entries were made in the accounts “Fixed Assets”, “Equity Evaluation Adjustment” and “Tax Charges on Equity Evaluation Adjustment”, as shown below:

Description Complement – attributed

cost Deferred taxes and

contributions

Lands 2.954 1.004

Buildings and constructions 144 49

Furniture and fixtures 87 30

Total 3.185 1.083

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9. Intangible

Average annual amortization

rate

09/30/2011 12/31/2010

Original cost

Accumulated amortization Net Net

Software 20% 183 (167) 16 22

Others 10% 6 - 6 6

Total 189 (167) 22 28

The intangible changes are shown as follows:

Net balance in Dec /10 Addition Write-off

Amortization of the period

Net balance in Sep/11

Software 22 - - (6) 16

Others 6 - - - 6

Total 28 - - (6) 22

Net balance in Dec/09 Addition Write-off

Amortization of the period

Net balance in Sep /10

Software 29 - - (7) 22

Others 6 - - - 6

Total 35 - - (7) 28

10. Suppliers 09/30/2011 12/31/2010 Domestic suppliers 7.592 4.416 Foreign suppliers (b) 11.036 8.905 Adjustment to present value (a) (61) (207) Total current 18.567 13.114 Domestic suppliers - 35 Total non-current - 35 General total 18.567 13.149

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a) Adjustment to present value calculated on “pro rata die” exponential basis as of the origin of each transaction with national and international suppliers, adopting as discount rate the Selic (rate free of risk). The mentioned adjustment is recorded in “Costs” when the products were already sold or in the account “Inventory” when the sale has not occurred yet (as per Explanatory Note nº 5);

b) As of the 2009 period, the Company adopted as a procedure to finance acquisitions of raw material directly with its international suppliers. All transactions with international suppliers are made in American dollar and are duly updated according to the exchange variance between the acquisition period and the effective payment date.

11. Loans and financings

Financial institution Modality Guarantee Maturity Rate a.m. 09/30/2011 12/31/2010

Banco Banrisul Working capital Receivables Jun/12 CDI + 0,85% 679 300

Banco ABC Brasil Secured account Receivables Out/11 CDI + 1,0% 105 248

Banco Sofisa Secured account Receivables Set/11 CDI + 1,0% 444 1.245

Banco Industrial

Secured account

/ Working

capital

Receivables Dec/11 CDI + 1,0% 2.037 1.502

BicBanco Leasing

Mortgage and

trade notes Ago/14 CDI + 0,7% 1.250 1.020

Banco Cruzeiro do Sul Working capital Receivables Nov/11 CDI + 0,85% 425 862

Banco Daycoval Working capital Receivables Dec/12 CDI + 1,0% 955 488

Banco Rural Working capital Receivables Mar/12 CDI + 0,9% 1.135 1.174

Banco Fibra Working capital Receivables Jan/12 CDI + 0,85% 1.140 1.290

Banco Safra Secured account Receivables Dec/11 CDI + 0,49% 367 -

Banco do Brasil Vendor Receivables Nov/11 42 306

Banco Banrisul Vendor Receivables Nov/11 1.087 -

Banco Bradesco Vendor Receivables Nov/11 1.630 1.510

BNDES

Financing from

suppliers

Clean 146 136

Total current 11.442 10.081

BicBanco Leasing

Mortgage and

trade notes Ago/14 CDI + 0,7% 2.424 3.319

Banco Daycoval Working capital Receivables Dec/12 CDI + 1,0% 157 -

BNDES

Financing from

suppliers

Clean 206 325

Total non-current 2.787 3.644

General total 14.229 13.725

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The long-term payable maturity is as follows:

09/30/2011 12/31/2010 2012 1.271 1.570 2013 909 1.245 2014 607 829

Total 2.787 3.644

12. Labor obligations, provisions and charges

09/30/2011 12/31/2010 INSS payable 74 97 FGTS payable 15 24 Provision for vacations 361 424 Provision for profits sharing 28 155 Other obligations 214 23 Total 692 723

13. Tax obligations 09/30/2011 12/31/2010 Current PAEX - INSS (a) 138 135 PAEX – Federal taxes (a) 256 254 ICMS – PPI 58 55 Other taxes 15 14 467 458 Non-current PAEX - INSS (a) 169 309 PAEX – Federal taxes (a) 1.384 1.636 ICMS – PPI 286 309 1.839 2.254 Total 2.306 2.712

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a) Exceptional payment in instalments (PAEX): it was established by Provisional Measure nº 303, of June 29, 2006, which treats about the payment in installments of legal entities debts at Federal Revenue Secretariat (SRF), at “National Treasury General Attorney's Office (PGFN) and at Brazilian Social-Security Institute (INSS), in 130 monthly and successive installments (SRF/PGFN) corrected by TJLP, for the debts with maturity until February 28, 2003, and in 120 monthly and successive installments (IRPJ, CSLL, COFINS, PIS, CPMF, INSS and fine) corrected by the Selic, for the debts with maturity between March 1st., 2003 and December 31, 2005, constituted or not and registered or not in “Dívida Ativa da União” or of INSS, even if judicially discussed in proposed act or in phase of fiscal execution, including the debts that have been object of previous payments in installments, not fully paid, even if cancelled due to lack of payment. The consolidated balance of Paex recorded in the Company is identical to the one presented by Federal Revenue of Brazil (RFB). With Law nº 11.941, dated May 27, 2009, which has dispositions on the payment and division in installments of delayed debts, the Company adhered , in November 2009, to this new installments plan and, as foreseen by legislation, has renounced to the previously granted installments plan.

The Company has adopted the payment in installments foreseen in Law nº 11.941/09 and has liquidated amounts related to tardiness or “ofício” fines and tardiness interests, including the ones related to debts in the”Dívida Ativa da União” (DAU), using its own credits resulting from fiscal loss and negative basis of CSLL. The first installment was paid in the month when the adoption request was formalized, producing effects on the formulated requirements with the corresponding payment of the first installment at value not below the one established in Law. The installments term was established between 32 and 180 installments to be due. The values of the installments were adjusted in July 2011, after the consolildation of the installments by the “Receita Federal do Brasil” (RFB). To the value of each installment, the interests corresponding to the Selic rate variance, will be added. Calculated the installments paid during the Paex validity, the debts that compose the remaining balances of the payment in installments were restablished at the request date of the new installments plan, with the legal additions due at the time the respective generating facts occurred, computing reduction in interests, fines and legal charges, as well as the liquidation of interests and fines with credits from fiscal loss and negative basis of CSLL.

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Taxes

RFB Judicial process

Social Security Total

Remaining balance on 12/31/2010 260 1.629 445 2.334 Paid installments (131) (225) (163) (519) Interests in the period 15 92 25 132

Consolidated balance on 09/30/2011 144 1.496 307 1.947 Current 141 114 139 394 Non-current 3 1.382 168 1.553 Total 144 1.496 307 1.947

14. Provision for contingencies

Judicial deposits Provision for contingencies 09/30/2011 12/31/2010 09/30/2011 12/31/2010 Contingencies 191 191 864 879

Contingencies evolution

According to current legislation in the country, the fiscal registers related to federal, state and municipal taxes and contributions are subject to review by the respective fiscal auhorities during periods that vary from 05 to 30 years.

12/31/2010 Write-

offs/Reversals 09/30/2011 Fiscal contingencies 369 - 369 Labor contingencies 41 15 26 Civil contingencies 469 - 469 Total 879 15 864

The Company is party involved in fiscal, labor and civil processes and is discussing these issues both at administrative and judicial levels. Provision for losses resulting from these processes are estimated and updated by the Company´s management and supported by the opinion of its legal advisors.

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During the period closed on September 30, 2011, the Company´s legal advisors have updated their appreciation on the processes under their custody. Based on this, processes considered as of probable loss were classified in the amount of R$864, duly recorded in accounting, and the processes with probability of possible loss in the amount of R$ 6.797. The processes with probability of possible loss are composed as follows:

09/30/2011 12/31/2010 Labor contingencies 934 934 Civil contingencies 4.297 4.297 Tax contingencies 1.566 1.566 Total 6.797 6.797

We present below a brief description of the main civil processes in which the Company is ´party and considers relevant: Civil contingencies � Process nº 813/01 – Public civil action with obligation of not making in the

appropriate way, the eviction, throw, deposit, disposal, accumulation or infiltration of residues or effluents in area not duly watertight and appropriate to prevent contamination of the soil and of groundwater. The estimated amount of the legal case is R$ 342. Currently, Cetesb will appraise the environmental audit report to issue its opinion. Our legal advisors understand as possible a conclusion favorable to the Company;

� Civil and labor indemnity action resulting from job-related accident, in which a former employee died when he turned over a Company´s fork-lift during a risky backwards maneuver. It is requested the condemnation due to material damage in the amount of R$ 334 and moral damage in the amount of R$ 500, plus lawyers’ fees. The civil and labor judges considered themselves inapt due to the matter and so the process is in the Labor Justice. Considering such decision, the Company presented an appeal to the Court of Justice of the São Paulo State and is awaiting a decision. Our legal advisors understand that it is possible a decision favorable to the Company;

� Process nº 707/07 – Indemnity action proposed against the Company by White Martins Gases Industriais. The action was proposed due to alleged termination by the Company, without reason, of the Contract for Gas Supply signed between the parties. The approximate value of the case is R$ 300. The acts are currently awaiting publication of the dispatch from the judge of the “1ª Vara Judicial”, determining that the parties manifest themselves about the evidences they intend to produce. Based on the legal advisors´ opinion, the Company understands that the possibility of loss is possible, but the risk is low.

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Labor contingencies The Company is party in some labor claims from former employees, which requests involve labor termination payments, salary additionals, overtime and due amounts, among others. Our legal advisors understand that for the various processes a decision favoable for the Company is possible. Tax contingencies Process nº 621/05 – Fiscal Execution related to ICMS from the “Fazenda do Estado de São Paulo”. Pre-execution objection was presented, which was not known and presented appeal, which petition grant was denied. It was also presented special appeal and made a petition requiring suspension of the execution since the charged debt was paid in installments. Homologation is being awaited. The Company´s legal advisors understand as possible a favorable conclusion.

15. Tax charges on equity evaluation adjustment

09/30/2011 12/31/2010 Deferred IR on equity evaluation adjustment 1.542 1.622 Deferred CS on equity evaluation adjustment 554 584 Total 2.096 2.206

16. Equity

16.1.Social capital

The fully paid-in capital on September 30, 2011 is represented by 5.217.268 ordinary shares without nominal value, distributed as follows: 09/30/2011 12/31/2010 Tripto Participações Ltda. 2.898.922 2.898.922 Mercado 2.070.100 2.070.100 Others 248.246 248.246 Total 5.217.268 5.217.268

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16.2.Capital reserve

The capital reserve was composed by means of agio in shares subscription at the capitalization of unsecured suppliers and loans contracts.

17. Net operating income

09/30/2011 09/30/2010 Gross operating sales revenue Products sales income Domestic market 28.758 29.442

28.758 29.442 Sales deductions Returns and discounts (2.434) (1.269) Taxes on sales (2.069) (1.990) (4.503) (3.259) Net operating income 24.255 26.183

18. Sales expenses

These expenses are, in the major part, represented by third parties´ professional services, freights and haulages and salaries and wages, as shown below: 09/30/2011 09/30/2010 Personnel expenses 935 1.424 Travel and vehicles expenses 290 306 Services rendered by third parties 3.365 2.646 PCLD expenses (344) (38) Other sales expenses 307 336 Total 4.553 4.674

19. Information by segment The operating segments are reported consistently with the management report supplied to the Company’s Management and Administration Council for purposes of performance appraisal of each segment and allocation of resources.

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A segment is an identifiable component of the Company, destined to manufacturing of products (business segment) or to supply of products in a particular economic environment (geographic segment), which is subject to risks and remunerations different from other segments. The Company´s operation in the market is composed of two segments of fertilizers products, fully accepted and recognized by clients as excellence products: FTE and Micronutrientes Foliares. FTE are micro-nutrients formulations, in powder or granulated, that can be applied on the soil separately or combined with NPK formulations, both in the planting time or later to reinforce the plant nutrition. Micronutrientes Foliares are formulations of soluble inorganic salts, solid or in concentrate solutions, which can be applied directly, through spraying or irrigation systems. The Micronutrientes Foliares are usually applied several times during all the farming development.

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Information by business segment

FTE Foliar Corporative 09/30/2011

Gross operating sales revenue 15.444 13.314 - 28.758 Sales deductions (1.491) (3.012) - (4.503) Net operating income 13.953 10.302 - 24.255

Cost of sold products (12.311) (7.658) - (19.969)

Gross profit 1.642 2.644 - 4.286

Operating income (expenses) - - (6.710) (6.710)

Net financial result - - (4.899) (4.899)

Deferred Income Tax and Social

Contribution

-

-

109

109

Net profit (loss) of the semester 1.642 2.644 (11.500) (7.214)

Fixed assets by segment

September 30, 2011 4.548 6.414 700 11.662

FTE Foliar Corporative 09/30/2010

Gross operating sales revenue 15.704 13.738 - 29.442 Sales deductions (1.112) (2.147) - (3.259)

Net operating income 14.592 11.591 - 26.183

Cost of sold products (13.908) (8.441) - (22.349)

Gross profit 684 3.150 - 3.834

Operating income (expenses) - - (7.866) (7.866)

Net financial result - - (3.278) (3.278)

Deferred Income Tax and Social

Contribution

-

-

126

126

Net profit (loss) of the period 684 3.150 (11.018) (7.184)

Fixed assets by segment

September 30, 2010 4.739 6.683 729 12.151

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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Information by geographic segment

September 30, 2011

South-east

Center-west

Northeast

South

North

Total

Net sales 7.155 8.780 4.948 2.862 510 24.255

September 30, 2010

South-east

Center-west

Northeast

South

North

Total

Net sales 7.724 10.028 5.551 2.199 681 26.183 20. General and administrative expenses

They are mainly composed of third parties´ professional services and salaries and wages, as shown below: 09/30/2011 09/30/2010 Personnel expenses 665 682 Depreciation and amortization 94 89 Telephone and electric supply expenses 71 91 Maintenance expenses 138 109 Travel and vehicles expenses 66 84 Services rendered by third parties 640 906 Legal services and advisory 80 206 Publications expenses 110 97 Other administrative expenses 400 343 Total 2.264 2.607

21. Net financial result

09/30/2011 09/30/2010 Monetary variance income 671 1.335 Received interests 40 65 Adjustment to present value 1.773 1.893 Other financial income 19 127 Total financial income 2.503 3.420

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09/30/2011 09/30/2010 Interests on loans and financings (3.927) (3.096) IOF (184) (107) Granted discounts (149) (170) Monetary variance income (1.841) (1.216) Adjustment to present value (237) (800) Interests and fines on taxes (165) (352) Other financial expenses (899) (957) Total financial expenses 7.402 (6.698) Net financial result (4.899) (3.278)

22. Expenses by nature

Classification by nature 09/30/2011 09/30/2010 Depreciation and amortization 673 649 Personnel expenses 3.640 4.299 Raw material and use and consumption materials 17.358 19.605 Taxes, fees and contributions 2.044 1.991 Remuneration of third parties´ capital 3.346 3.236 Other expenses 4.517 3.713

Total 31.578 33.493

Classification by function 09/30/2011 09/30/2010 Cost of sold products 19.969 22.349 Sales expenses 4.553 4.674 General and administrative expenses 2.264 2.607 Net financial result 4.899 3.278 Other operating income and expenses (107) 585

Total 31.578 33.493 23. Related parties

09/30/2011 12/31/2010 Current liabilities Suppliers - Quirios Produtos Químicos S.A. 3.748 1.134 Accounts payable – Loan contract - Quirios Produtos Químicos S.A. 3.930 3.146

09/30/2011 09/30/2010

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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09/30/2011 12/31/2010 Result of the closed Quarters Finished product sales - Quirios Produtos Químicos S.A. - 2.034 Costs – Raw material - Quirios Produtos Químicos S.A. - 649

In the quarter closed on September 30, 2011, Nutriplant purchased raw material from Quirios (company belonging to the same controllers) in market conditions equivalent to other suppliers, in the amount of R$ 1.332, representing 13,0% of the total purchases of the Company in the period. Sales of finished products to Quirios were not made in this period. The loan contracts made with related legal entity have undetermined duration and are updated by CDI variance + 1%. The amount of R$ 3.930 is recorded in non-current liabilities.

24. Risks management and financial instruments The Company has operations involving financial instruments, which are fully recorded in equity accounts. These operations are destined to attend the needs regarding maximization of the net cash resources profitability and the captation of resources necessary for the working capital maintenance and the supply of its investments plan Market value of the financial instruments The market value of available funds (cash, banks and financial applications), receivables from clients balance and current liabilities is close to the accounting balance due to the fact that the maturity is close to the balance sheet date. The financings balance is monetarily adjusted based on variable interest rates due to market conditions and, therefore, the existing debtor balance on the balance sheet date is close to the market value. Risk management The Company has prevention and detection control procedures that monitor its exposure to credit risks, market risks and risks related to the Company and its operations.

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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Credit risks management The exposure to credit risk may cause losses to the Company resulting from the difficulty in receiving the values invoiced to its clients. This risk is decreased with the application of analytical procedures for monitoring accounts receivable from clients, collection actions and reduction in supply of new products. In case of losses with doubtful credits, provisions are made in amounts considered sufficient by the Company´s management for coverage of eventual realization losses. Market risk management We are exposed to market risks deriving from our activities. These market risks, which are not under our control, involve mainly the possibility that changes in interest rates, exchange rate and inflation may negatively affect the value of our financial assets or cash flows and future income. Market risk is the eventual loss resulting from adverse changes in rates and market prices. The decrease of this risk occurs through the application of procedures for evaluation of the assets and liabilities exposure to market risk and, consequently, hedge contracts with first-class financial institutions, when necessary. Classification of financial instruments The classification of the financial instruments is presented below and there aren´t financial instruments classified under other categories besides the informed ones:

September 30, 2011

Fair value

through

result

Loans and

receivables

Amortized

cost

Non-derivative

financial

liabilities

Total

Assets

Cash and cash equivalents 1.432 - - - 1.432

Financial applications 45 - - - 45

Accounts receivable from

clients

- 8.829 - - 8.829

Liabilities

Loans and financings - - 14.229 - 14.229

Suppliers - - - 18.567 18.567

1.477 8.829 14.229 18.567 43.102

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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December 31, 2010

Fair value

through

result

Loans and

receivables

Amortized

cost

Non-derivative

financial

liabilities

Total

Assets

Cash and cash equivalents 39 - - - 39

Financial applications 2.614 - - - 2.614

Accounts receivable from

clients - 7.759

- -

7.759

Liabilities

Loans and financings - - 13.725 - 13.725

Suppliers - - - 13.149 13.149

2.653 7.759 13.725 13.149 37.286

Several accounting policies and divulgements of the Company require determination of the fair value of financial assets and liabilities as well as for non-financial. The fair values have been determined for purposes of measurement and/or divulgement. When applicable, the information on premises used in the determination of the fair values, are divulged in the explanatory notes specific to that asset or liability. On September 30, 2011 and December 31, 2010 for the financial instruments the “Loans and Receivables” group, which includes accounts receivables, while the group “Amortized cost”, includes loans and financings of the Company. The accounting value is a reasonable approximation to the fair value and, according to item 29 of CPC 40, in these cases the divulgement of fair value is not required. The table below shows the financial instruments recorded at fair value by using an evaluation method, according to CPC 40 – Financial Instruments – “Evidenciação”, nº 27A. The different levels were defined as follows: � Level 1: prices quoted (not adjusted) in active markets for assets and

liabilities and identical; � Level 2: inputs, except quoted prices, included in Level 1 that are

observable for asset or liability, directly (prices) or indirectly (derived of prices);

� Level 3: premises, for asset or liability, which are not based on observable market data (non-observable inputs).

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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September 30, 2011 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents

- 1.432 - 1.432

Financial applications - 45 - 45 Total - 1.477 - 1.477

December 31, 2010 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents

- 39 - 39

Financial applications - 2.614 - 2.614 Total - 2.653 - 2.653

Sensitivity Analysis With the objective of providing information on the US dollar variation risks to which the Company is exposed on June 30, 2011, we present below possible changes, from 25% to 50%, in the relevant risk variables, in relation to the net exposure in foreign currency. The premises for calculation are: � Scenario I: current loss – based on the result of the exchange variance in the

9-month period closed in September 2011; � Scenario II: USD drop of 25% - based on liabilities in foreign currency on

September 30, 2011; � Scenario III: USD drop of 50% - based on liabilities in foreign currency on

September 30, 2011. On September 30, 2011, the Company’s exposure in foreign currency was in the amount of USD 5.950 (R$ 11.034). In the table below we show the possible effects in the Company´s result with R$ devaluation:

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Nutriplant Indústria e Comércio S.A. Management´s explanatory notes to the financial statements of the quarters closed on September 30, 2011 e 2010 (In R$ 1,000)

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Operation Risk

Scenario I (actual) gain (loss) in the

result Scenario II (25%)

Scenario III (50%)

Suppliers R$ Depreciation R$ 671 (R$ 2.758) (R$ 5.517)

25. Remuneration to administrators The total remuneration of the statutory directors of the Company is composed of fixed and variable remuneration. The fixed remuneration includes wages, salaries and contribution to social security. The variable remuneration corresponds to bonus on result goals, based mainly on EBITDA. During the 2011, 2010 and 2009 periods, there was no remuneration related to post-employment benefits, labor contract termination benefits, other long-term benefits or remuneration based on shares.

26. Insurance coverage The company has insurance policy for coverage of civil responsibility of the administrators D&O with the insurance company ACE, and insurance policy for coverage of patrimony risks with the insurance company Generali Seguros. The amounts were considered sufficient by the Company’s management to cover the involved risks.

The adopted risk premises, considering their nature, are not included in the scope of a quarterly review and therefore were not reviewed by independent auditors.

Sandro Henrique Peixoto Saboia

Diretor Presidente e de Relações com Investidores