Form
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
Of Foreign Private Issuer
Pursuant
To Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
For
the
month of November, 2007
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida
Brigadeiro Luis Antonio, 1343, 9º Andar
São
Paulo, SP, Brazil 01317-910
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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Form
20-F
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X
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Form
40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
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Yes
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No
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X
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
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Yes
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No
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X
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Indicate
by check mark whether by furnishing the information contained in this Form,
the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes
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No
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X
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If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF CONTENTS
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ITEM
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1.
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Ultrapar
Participações S.A. Relevant Notice dated November 12, 2007 regarding
corporate restructuring
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2.
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Minutes
of a Meeting of the Board of Directors of Ultrapar Participações S.A.,
held on November 12, 2007
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3.
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Minutes
of a Meeting of the Board of Directors of Refinaria de Petróleo Ipiranga
S.A., held on November 12, 2007
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4.
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Minutes
of a Meeting of the Board of Directors of Distribuidora de Petróleo
Ipiranga S.A., held on November 12, 2007
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5.
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Minutes
of a Meeting of the Board of Directors of Companhia Brasileira
de Petróleo
Ipiranga, held on November 12, 2007
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6.
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Convening
Notice for Special Shareholders’ Meeting of Ultrapar Participações
S.A.
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7.
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Convening
Notice for Special Shareholders’ Meeting of Refinaria de Petróleo Ipiranga
S.A.
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8.
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Convening
Notice for Special Shareholders’ Meeting of Distribuidora de Petróleo
Ipiranga S.A.
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9.
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Convening
Notice for Special Shareholders’ Meeting of Companhia Brasileira de
Petróleo Ipiranga
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10.
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Protocolo
e Justificação do Incorporação de Ações (Protocol and Justification of the
Share Exchange) between Ultrapar and RIPI, dated November 9,
2007
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11.
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Protocolo
e Justificação do Incorporação de Ações (Protocol and Justification of the
Share Exchange) between Ultrapar and DPPI, dated November 9,
2007
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12.
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Protocolo
e Justificação do Incorporação de Ações (Protocol and Justification of the
Share Exchange) between Ultrapar and CBPI, dated November 9,
2007
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Item
1
 ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly-Held
Corporation
Taxpayer
ID [CNPJ/MF] No. 33.256.439/0001-39
State
Registration [NIRE] No. 35.300.109.724
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COMPANHIA
BRASILEIRA
DE
PETRÓLEO
IPIRANGA
PUBLICLY-HELD
CORPORATION
Taxpayer
ID [CNPJ/MF] No.
33.069.766/0001-81
State
Registration [NIRE] No.
33300025111
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DISTRIBUIDORA
DE
PRODUTOS
DE
PETRÓLEO
S.A.
PUBLICLY-HELD
CORPORATION
Taxpayer
ID [CNPJ/MF] No.
92.689.256/0001-76
State
Registration [NIRE] No.
43300004821
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REFINARIA
DE
PETRÓLEO
IPIRANGA
S.A.
PUBLICLY-HELD
CORPORATION
Taxpayer
ID [CNPJ/MF] No.
94.845.674/0001-30
State
Registration [NIRE] No.
43300002837
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RELEVANT
NOTICE
In
compliance with the provisions of CVM (Brazilian Securities and Exchange
Commission) Instructions Nos. 319/99 and 358/02, Ultrapar Participações S.A.
(“Ultrapar”), together with its controlled companies Refinaria de
Petróleo Ipiranga S.A. (“RPI”), Distribuidora de Produtos de Petróleo
Ipiranga S.A. (“DPPI”) and Companhia Brasileira de Petróleo Ipiranga
(“CBPI”) (RPI, DPPI and CBPI are jointly referred to as the “Ipiranga
Group”), inform that they intend to carry out a corporate restructuring, as
follows:
As
disclosed by Ultrapar, Petróleo Brasileiro S.A. – Petrobras (“Petrobras”)
and Braskem S.A. (“Braskem”) in the relevant notices of March 19, 2007,
April 18, 2007 and April 19, 2007, Ultrapar, on its own behalf and as a
commission agent for and on behalf of Braskem and Petrobras, purchased
all of
the shares in RPI, DPPI and CBPI held by the former controlling shareholders
of
the Ipiranga Group.
The
Ipiranga Group has a complex shareholding structure, consisting of three
companies engaged in the same sectors, with cross shareholdings, and with
an
asymmetrical shareholding structure, to the extent that there are three
universes of minority shareholders.
This
shareholding structure compromises the operational, administrative and
corporate
efficiency of such companies, and also it does not allow the shareholders
to
have interests in a single company that concentrates the liquidity of the
whole
shareholding base of the Ipiranga Group with a high corporate governance
standard and aligned interests.
Ultrapar,
in the capacity of controlling shareholder of the companies that comprise
the
Ipiranga Group, is interested in strengthening such companies and adopting
measures that assure greater efficiency.
RPI,
CBPI,
DPPI and Ultrapar believe that the share exchange is the most adequate
and
effective measure to resolve these issues in the interest of all companies,
to
the extent that it will simplify the corporate structure of the companies
comprising the Ipiranga Group, increasing their size and operational freedom,
and ensuring their strengthening. In view of this, they decided to call
special
general meetings for December 18, 2007, at which their shareholders will
deliberate upon the share exchange of RPI, DPPI and CBPI, as applicable,
by
Ultrapar (“Share Exchange Transactions”).
1. OBJECTIVES
AND COSTS.
1.1.
Objectives. The Share Exchange Transactions are aimed at making
the corporate structure of the Ipiranga Group simpler, and specializing
and
developing the businesses of Ipiranga Group. The following objectives are
planned to be achieved through the Share Exchange Transactions, to the
benefit
of the relevant companies and their shareholders:
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·
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simplification
of the complex corporate structure of the Ipiranga
Group;
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·
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strengthening
of the Ipiranga Group companies by eliminating the complex capital
and
corporate structure, thus enabling an improved operational and
administrative efficiency and a greater capacity to make
investments;
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·
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specialization
and development of the companies that comprise the Ipiranga
Group;
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·
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alignment
of the interests of all shareholders of the
companies;
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·
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increase
in the liquidity of the shares of all companies, to the extent
that the
shareholder base will be widened through the concentration of
all
shareholders of the companies in a single company, with shares
traded in
stock exchanges in Brazil, and in New York through ADRs;
and
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·
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extension
of ULTRAPAR’s recognized corporate governance standards to all
shareholders of RPI, particularly with regard to the 100% tag-along
right
for preferred shares.
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1.2. Costs.
Ultrapar, RPI, DPPI and CBPI estimate that they will incur costs in the
Share
Exchange Transactions of around five million reais (R$ 5,000,000.00),
including expenses
related
to
publishing, preparation of valuation reports and economic/financial valuations,
domestic and foreign auditors’, appraisers’, consultants’ and attorneys’ fees,
filings with the SEC and other related expenses.
2. BUSINESS
AND CORPORATE ACTIONS THAT PRECEDED THE SHARE EXCHANGE
TRANSACTIONS.
No
business or corporate actions related to the Share Exchange Transactions
were
taken other than those disclosed in this relevant notice and in the relevant
notices of March 19, 2007, April 18, 2007 and April 19, 2007 referred to
above.
3. NUMBER,
TYPE AND CLASS OF SHARES TO BE DELIVERED.
3.1. Shares
To Be Delivered.
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(a)
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upon
the share exchange by Ultrapar of shares in RPI, 0.79850 preferred
share
issued by Ultrapar shall be attributed to each one (1) common
or preferred
share issued by RPI;
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(b)
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upon
the share exchange by Ultrapar of shares in DPPI, 0.64048 preferred
share
issued by Ultrapar shall be attributed to each one (1) common
or preferred
share issued by DPPI; and
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(c)
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upon
the share exchange by Ultrapar of shares in CBPI, 0.41846 preferred
share
issued by Ultrapar shall be attributed to each one (1) common
or preferred
share issued by CBPI.
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3.2. Fractions
of Shares. Fractions of shares issued by Ultrapar resulting from the
substitution in the position of each shareholder of RPI, DPPI and CBPI
as a
result of the Share Exchange Transactions shall be sold in an auction at
the
Bolsa de Valores de São Paulo – BOVESPA, and the proceeds resulting from this
selling will be delivered to the respective shareholder after the financial
settlement of the shares sold in the auction.
3.3. Criteria
Used to Determine the Exchange Ratios. The exchange ratios set for the Share
Exchange Transactions were determined based on economic/financial valuations
of
the relevant companies according to the same criterion of future profitability
prospects. For the purposes of setting the exchange ratios, Ultrapar’s
management relied upon a valuation prepared by Deutsche Bank (qualified
in
item 11.1), while the Managements of RPI, DPPI and CBPI relied upon the
valuation prepared by Credit Suisse (qualified in item 11.1) for the
purpose of the Share Exchange Transactions. In this regard, see item 6
below and sub-items thereof.
3.4 Reasons
for the Operation to be Deemed Equitable for the Shareholders. The exchange
ratio set for the Shareholders is fair and equitable, as demonstrated by
valuations made by Deutsche Bank and Credit Suisse.
4. POLITICAL
AND EQUITY RIGHTS AND ADVANTAGES OF THE SHARES.
4.1. Comparison
Between the Political and Equity Rights and Advantages of the Shares. The
political and equity rights and advantages of the shares issued by Ultrapar
are
different in certain aspects from the rights and advantages of the shares
issued
by RPI, DPPI and CBPI, and it should be highlighted that the shares in
Ultrapar
have rights that align the interests of all shareholders, as a reference
of good
corporate governance, which are superior to those of the shares in RPI,
DPPI and
CBPI, particularly the tag-along right at 100% of the price in the event
of sale
of control, as explained below:
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Corporation
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Type
of Share
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Voting
Right
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Profit
Sharing/
Priority
Upon Liquidation
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Tag-Along*
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Liquidation
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Share
Repayment Amount
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Exclusion
of Preemptive Right
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Ultrapar
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Common
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Yes
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Minimum
compulsory dividend of 50% of the adjusted profit.
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100%
of the sale price of shares owned by controlling block
members.
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It
is up to common shareholders to appoint the liquidator.
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The
share amount for repayment purposes is set based on the company’s equity
value.
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Shares,
convertible debentures and/or warrants may be issued without
preemptive
right to former shareholders in the events set forth in art.
172 of Law
6.404/76.
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Preferred
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No
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-
Minimum compulsory dividend of 50% of the adjusted profit.
-
Priority in capital repayment, without premium, in the event
of
liquidation of the company.
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Same
as common shares.
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No
right to appoint liquidator.
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Same
as common shares.
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Same
as common shares.
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RPI,
DPPI and CBPI
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Common
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Yes
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-
Minimum compulsory dividend of 30% of the adjusted profit.
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80%
of the sale price of voting shares.
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It
is up to common shareholders to appoint the liquidator.
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The
share amount for repayment purposes is set based on the corporation’s
equity value.
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Not
applicable.
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Preferred
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No
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-
Minimum compulsory dividend of 30% of the adjusted profit and
10% above
that allocated to common shares, and also, as to CBPI, a priority
of 1% of
the adjusted net profit.
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Priority in capital repayment, without premium, in the event
of
liquidation of the Corporation.
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No.
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No
right to appoint liquidator.
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Same
as common shares.
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Not
applicable.
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*
Tag-along right in the event of sale of control, pursuant to art. 254-A
of Law
6.404/76
4.2. Change
of Rights of Preferred Shareholders. Upon the Share Exchange Transactions,
the holders of common or preferred shares in RPI, DPPI e CBPI shall then
hold
preferred shares in Ultrapar, and their rights will be changed according
to the
table above, consistently with the best corporate governance
practices.
4.3. Profit
Sharing for the Year 2007. The shares to be issued by Ultrapar as a result
of the Share Exchange Transactions shall be fully entitled to all dividends
and
interest on equity capital that may be declared after the issuance
thereof.
5. SHARES
TO BE RECEIVED BY THE SHAREHOLDERS.
The
shareholders of RPI, DPPI and CBPI will receive preferred shares in Ultrapar
in
exchange for the shares held thereby, in order to allow for a single class
of
preferred shares, with the unification of the whole shareholding base in
the
same share in Ultrapar where the liquidity is concentrated and which is
permitted to be traded in Brazil and in the New York Stock
Exchange.
6. CALCULATION
OF THE EXCHANGE RATIOS AND SHAREHOLDERS’ EQUITY VALUATION
CRITERIA.
6.1. Accounting
Valuation. RPI, DPPI and CBPI shares to be exchanged by Ultrapar
shares were evaluated at the book value, based on the balance sheets of
said
companies as of September 30, 2007, audited by KPMG Auditores Independentes
(“KPMG”). Said valuations were prepared by KPMG, and determined the amounts of
R$769,503,076.33 for the total shares in RPI, R$909,971,402.47 for the
total
shares in DPPI, and R$1,839,874,344.03 for the total shares in
CBPI.
6.2. Valuation
Based on Future Profitability Prospects. As explained in item 3.3,
Deutsche Bank (qualified in item 11.1) was engaged by Ultrapar to
evaluate RPI, DPPI, CBPI and Ultrapar based on their future profitability
prospects. The valuations resulted in the following ranges of values: (a)
R$51.63 to R$57.06 per share issued by RPI; (b) R$41.11 to R$45.44 per
share
issued by DPPI; (c) R$26.97 to R$29.81 per share issued by CBPI; and (d)
R$64.48
to R$71.26 per share issued by Ultrapar. Likewise, Credit Suisse (also
qualified
in item 11.1) prepared, upon request of RPI’s, DPPI’s and CBPI’s
management, economic/financial valuations, also based on RPI’s, DPPI’s, CBPI’s
and Ultrapar’s future profitability prospects. Credit Suisse’s valuations
resulted in the following ranges of values: (a) R$50.90 to R$56.26 per
share
issued by RPI; (b) R$42.00 to R$46.42 per share issued by DPPI; (c) R$27.65
to
R$30.57 per share issued by CBPI; and (d) R$64.50 to R$71.29 per share
issued by
Ultrapar. Based on such valuations, Ultrapar’s, RPI’s, DPPI’s and CBPI’s
management set the ratios for exchange of shares in RPI, DPPI and CBPI
for
shares in Ultrapar, as set forth in item 3.1.
6.3. Valuation
of the Shareholders’ Equity at Market Value. For the purposes of article 264
of Law 6.404/76, the shareholders’ equities of Ultrapar, RPI, DPPI and CBPI were
valuated at market value, following the same criteria and as of the same
date,
September 30, 2007, by APSIS, a specialized company qualified in item
11.1.
6.3.1 Exchange Ratios based on Shareholders’ Equity Values at
Market Value. APSIS’ valuation reports resulted in the following exchange
rates: (a) 0.722591 share in Ultrapar for each one (1) share in RPI; (b)
0.644359 share in Ultrapar for each one (1) share in DPPI; and (c) 0.409277
share in Ultrapar for each one (1) share in CBPI.
6.4. Treatment
of Subsequent Equity Variations. The base date of the Share
Exchange Transactions is September 30, 2007. Equity variations
occurring after said date until the date of the completion of the Share
Exchange
Transactions shall be accounted for in Ultrapar by equity in earnings
of affiliated.
7. SOLUTION
REGARDING SHARES IN THE CAPITAL OF A COMPANY HELD BY THE
OTHER.
As
of this
date, there are no shares issued by Ultrapar that are held by RPI, DPPI
or CBPI.
The shares that Ultrapar will hold in RPI, DPPI and CBPI as a result
of the Share Exchange Transactions shall continue to be held by
Ultrapar. Eventual reciprocal interests, if any, that may result from the
Share
Exchange Transactions shall be eliminated within the legal period, pursuant
to
art. 224, paragraph 5, of the Brazilian Corporation Act.
8. ULTRAPAR’S
CAPITAL STOCK COMPOSITION AND CORPORATE STRUCTURE AFTER THE SHARE EXCHANGE
TRANSACTIONS.
8.1. Ultrapar’s
Capital Stock Composition. Ultrapar’s subscribed capital stock is currently
represented by 81,325,409 registered shares without par value, of which
49,429,897 are common shares and 31,895,512 are preferred shares, in the
total
amount of nine hundred and forty-six million thirty-four thousand six hundred
and sixty-two reais and ninety-seven cents (R$ 946,034,662.97), and the
following changes may occur as a result of the Share Exchange Transactions
assuming that the right of withdrawal is not exercised:
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(a)
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exclusively
with the RPI’s Share Exchange Transaction, Ultrapar’s subscribed capital
stock would be R$ 1,654,973,814.40, represented by 49,429,897 common
shares and 46,011,214 preferred
shares;
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(b)
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exclusively
with the DPPI’s Share Exchange Transaction, Ultrapar’s subscribed capital
stock would be R$ 1,541,849,759.76, represented by 49,429,897 common
shares and 43,758,798 preferred shares;
and
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(c)
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exclusively
with the CBPI’s Share Exchange Transaction, Ultrapar’s subscribed capital
stock would be R$ 2,388,751,309.05, represented by 49,429,897 common
shares and 60,621,472 preferred
shares.
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With
the
Share Exchange Transactions, Ultrapar’s total capital stock would be
R$ 3,693,505,560.28, represented by 136,030,357 registered shares without
par value, of which 49,429,897 would be common shares and 86,600,460 would
be
preferred shares.
9. AMOUNT
TO BE PAID FOR THE APPRAISAL RIGHTS.
9.1. Appraisal
Rights. As explained below, the shareholders (a) of Ultrapar and RPI holding
common or preferred shares, with regard to the RPI’s Share Exchange Transaction,
(b) of Ultrapar and DPPI holding common or preferred shares, with regard
to the
DPPI’s Share Exchange Transaction, and (c) of Ultrapar holding common or
preferred shares, and of CBPI holding common shares, with regard to the
CBPI’s
Share Exchange Transaction, that dissent from or abstain on resolutions
that may
result in appraisal rigths, or who fail to attend the relevant Special
General
Meeting, shall be assured appraisal right upon notice to such effect within
thirty (30) days counted from the date of publication of the minutes of
the
respective Special Shareholders Meeting that approves the corporate transaction
that is the cause of the appraisal right. The respective amount to be paid
for
the appraisal right shall depend on the accomplishment of the transaction,
as
set forth in article 230 of Law 6.404/76, and the payment thereof shall
be made
by the respective company up to the third business day next following the
date
of completion of the respective transaction. The appraisal rights shall
only be
assured to the shareholder that, as of March 16, 2007, the last day prior
to the
date of publication of the relevant fact of March 19, 2007, is proven to
be the
owner of the shares regarding which the appraisal rights were exercised,
pursuant to art. 137, paragraph 1, of Law 6.404/76.
9.2. Amount
to be paid. The dissenting shareholders shall be entitled to repayment
of their
shares according to the last balance sheet approved.
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(a)
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Ultrapar’s
dissenting shareholders shall be entitled to repayment of their
shares at
the amount of twenty-three reais and eighty-six cents (R$ 23.86) per
share, according to the last balance sheet approved, that is,
as of
December 31, 2006;
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(b)
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RPI’s
dissenting shareholders shall be entitled to repayment of their
shares at
the amount of nineteen reais and fifty cents (R$ 19.50) per share,
according to the last balance sheet approved, that is, as of
December 31,
2006;
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(c)
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DPPI’s
dissenting shareholders shall be entitled to repayment of their
shares at
the
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amount
of twenty-five reais and thirteen cents (R$ 25.13) per share,
according to the last balance sheet approved, that is, as of
December 31,
2006;
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(d)
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CBPI’s
dissenting common shareholders shall be entitled to repayment
of their
shares at the amount of fourteen reais and sixty-eight cents
(R$ 14.68) per share, according to the last balance sheet approved,
that is, as of December 31, 2006.
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9.2.1. Pursuant to article 264, par. 3
of Law 6.404/76, DPPI’s shareholders may choose to have their shares repaid
based on the shareholders’ equity amount at market value of such company, which
is thirty-three reais and fifty-five cents (R$ 33.55) per share, according
to the Market Value Shareholders’ Equity Report.
9.2.2.
The dissenting shareholders may, upon the exercise of
the appraisal rights, request a special balance sheet for the company,
according
to the provisions of article 45, par. 2 of the Brazilian Corporation
Act. In such event, after the expiration of the period determined for
the Share Exchange Transactions to be reconsidered, pursuant to article
137,
par. 3, of the Brazilian Corporation Act, the shareholder will receive
80% of
the amount to be paid for the appraisal rights, and the balance, if any,
shall
be paid within one hundred and twenty (120) days counted from the date
of the
resolution by the Special Shareholders Meeting.
10. UNDISCLOSED
LIABILITIES.
No
relevant liabilities not disclosed in the balance sheets of RIP, DPPI and
CBPI
are known.
11. SPECIALIZED
COMPANIES INVOLVED.
11.1. Identification
of the Specialized Companies Involved.
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(a)
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Valuation
of Shareholders’ Equity at Book Value: KPMG Auditores Independentes, a
company with its headquarter at Rua Dr. Renato Paes de Barros,
33, 14º
andar, São Paulo, SP, registered with the Brazilian Roll of Corporate
Taxpayers of the Ministry of Finance under No. 57.755.217/0001-29
(“KPMG”);
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(b)
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Valuation
of the Shareholders’ Equity at Market Value: Apsis Consultoria
Empresarial S/C Ltda., a company with its headquarter at Rua
São José 90,
grupo 1.802, in the capital of the State of Rio de Janeiro, registered
with the Brazilian Roll of Corporate Taxpayers of the Ministry
of Finance
under No. 27.281.922/0001-70
(“APSIS”);
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(c)
|
Economic/Financial
Appraisal of Ultrapar, RIPI, DPPI and
CBPI:
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(c.1)
Company Engaged by Ultrapar: Deutsche Bank Securities, Inc., a company
with its headquarter at 60, Wall Street, New York, NY, United States of
America
(“Deutsche Bank”); and
(c.2)
Company Engaged by RPI, DPPI and CBPI: Banco de Investimentos Credit
Suisse (Brazil) S.A., a company with its headquarter at Avenida Brigadeiro
Faria
Lima, 3064, 13º andar, São Paulo, SP, registered with the Brazilian Roll of
Corporate Taxpayers of the Ministry of Finance under No. 33.987.793/0001-33
(“Credit Suisse”).
11.2. Declaration
of No Conflicts of Interest. KPMG, APSIS, Deustche Bank and Credit Suisse,
which are responsible for the valuation reports and the economic/financial
valuations, hereby declare not to have any conflict of or common interests,
whether actually or potentially, with RPI, DPPI, CBPI, Ultrapar or any
minority
shareholders, or with regard to the Share Exchange Transactions.
12. APPROVAL
BY REGULATORY AUTHORITIES.
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12.1.
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Registration
with the SEC. The Share Exchange Transactions and the respective issue
of new shares by Ultrapar are subject to the respective registration
with
the United States Securities and Exchange
Commission.
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12.2.
CADE.
The transaction of acquisition of the Ipiranga Group, including the phase
of the
Share Exchange Transactions, was reported to the Brazilian Administrative
Council for Economic Defense – CADE.
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12.3.
|
Any
other communications required with regard to the Share Exchange
Transactions shall be submitted to the competent governmental
authorities,
according to the applicable laws.
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13. OTHER
CONDITIONS FOR THE SHARE EXCHANGE TRANSACTIONS.
13.1. Trading
on Bovespa. As a result of the practices established by the São Paulo Stock
Exchange – Bovespa, Ultrapar shares issued within the context of the Share
Incorporation Transactions will be traded under ticker symbol RPI, DPPI
and CBPI
until the Share Exchange Transactions are ratified by the management of
Ultrapar, RPI, DPPI and CBPI, after the expiration of the period for exercise
of
the right of withdrawal, or after the period of ten (10) days set forth
in
article 137, par. 3 of Law 6.404/76 has expired without a new meeting being
called.
13.2. Future
Business Plans. Ultrapar is planning significant investments in the
following years in order to promote the growth of its business, based on
investments in differentiated
products,
access to competitive raw materials and increase of the operational leverage. At
Oxiteno, ongoing expansion projects of over US$ 320 million, including
the first
fatty alcohol production unit in Latin America and a 40% increase in the
production capacity of ethylene oxide and other specialty chemicals, will
enable
increased sales volumes and a growing operational leverage. Additionally,
Oxiteno will continue its internalization process, particularly strengthening
its leadership in the Americas whether by opening commercial offices or
through
acquisitions. At Ultragaz we have planned to invest R$ 50 million to strengthen
our position in Brazil’s North and Northeast, selling LPG in certain states
where the potential market growth is above the country’s average. At Ultracargo
we will invest about R$ 110 million between 2008-09 to expand its current
liquid
storage capacity by 35% due to the increase in the demand for logistics
infrastructure in Brazil, which is related mainly to biofuels and the foreign
trade flow. At Ipiranga we will continue to implement our business plan,
which
is based on enhancing the investment capacity and significantly increasing
volumes, thus generating a growing operational leverage.
In
the
event that the Share Exchange Transactions are approved and, after the
expiration of the legal period, RPI’s, DPPI’s, CBPI’s and Ultrapar’s
shareholders, as applicable, do not reconsider the Share Exchange Transactions,
it is expected that: (a) a capital reduction will be performed at RPI and
CBPI
in order to transfer directly to Ultrapar the petrochemical assets, represented
by shares in Ipiranga Química S.A., to be subsequently delivered to Braskem and
Petrobras pursuant to the Investment Agreement; and (b) CBPI will be split
in
order to transfer the fuel and lubricant distribution businesses located
in the
Northern, Northeastern and Midwestern regions to a company controlled by
Petrobras.
14. SHARE
EXCHANGE TRANSACTION DOCUMENTS.
14.1. Available
Documents. The Share Exchange Transaction Documents (such as protocols and
justifications, reports and others) are available at the websites of Ultrapar
(www.ultra.com.br), RPI, DPPI and CBPI (www.ipiranga.com.br).
Copies of such materials will also be made available at the websites of
CVM
(www.cvm.gov.br) and the São Paulo Stock Exchange
(www.bovespa.com.br) as of this date. Any shareholder that wants to
consult and examine the documents at the headquarters of Ultrapar, RPI,
DPPI or
CBPI shall schedule a visit date and time with the respective Investor
Relations
department of Ultrapar (telephone (55 11 3177 7014), RPI (telephone 55
53 3233
8061), DPPI (telephone 55 51 3216 4391) or CBPI (telephone 55 21 2574
5308).
São
Paulo,
November 12, 2007
|
André
Covre
Chief
Financial and Investor Relations Officer
Ultrapar
Participações S.A.
|
|
Sergio
Roberto Weyne
Ferreira
da Costa
Investor
Relations
Director
Refinaria
de Petróleo
Ipiranga
S.A.
|
Sergio
Roberto Weyne
Ferreira
da Costa
Investor
Relations
Director
Distribuidora
de Produtos
de
Petróleo Ipiranga S.A.
|
Sergio
Roberto Weyne
Ferreira
da Costa
Investor
Relations
Director
Companhia
Brasileira de
Petróleo
Ipiranga
|
Item
2
(Minutes
of a Meeting of the Ultrapar Participações S.A., of 12.11.2007)
ULTRAPAR
PARTICIPAÇÕES S.A.
NIRE
35.300.109.724 - CNPJ/MF 33.256.439/0001-39
Publicly-Traded
Company
Minutes
of
a Meeting of the Board of Directors (12/2007)
Held
on
November 12, 2007
1. Date,
Time and Location. Held on November 12, 2007 at 9 a.m. at the company
headquarters, of Ultrapar Participações S.A. (“ULTRAPAR”), located at
Avenida Brigadeiro Luiz Antonio, 1343, 9º andar, in the City of São Paulo, in
the State of São Paulo.
2. Convening
and Presence. Duly convened and assembled with the presence of (including
participants by telephone) Mrs. Paulo Guilherme Aguiar Cunha, Lucio
de Castro
Andrade Filho, Ana Maria Levy Villela Igel, Renato Ochman, Nildemar
Secches,
Paulo Vieira Belotti and Olavo Egydio Monteiro de Carvalho, members
of the Board
of Directors of ULTRAPAR, in accordance with Articles 9 and 10 of ULTRAPAR'S
bylaws. Present also, under the terms of Article 163, §3º of Law Nº 6.404/76,
were members of the Fiscal Council of ULTRAPAR, Mrs. Flavio César Maia Luz,
Mario Probst, Raul Murgel Braga, Wolfgang Eberhard Rohrbach and John
Michael
Streithorst and executive officers of ULTRAPAR, Srs. Pedro Wongtschowski
and
André Covre.
3. Presiding
at the Board. Paulo Guilherme Aguiar Cunha - Chairman and Lucio de
Castro
Andrade Filho - Secretary.
4. Deliberated
Matters. The Presiding
Chairman
announced that the object of the meeting was to deliberate on the exchange
of
shares issued by Refinaria de Petróleo Ipiranga S.A. (“RPI”),
by Distribuidora de Produtos de
Petróleo Ipiranga S.A. (“DPPI”)
and by Companhia Brasileira de
Petróleo Ipiranga (“CBPI”)
by ULTRAPAR (“Share Exchange”).
The members of the Board of
Directors recognized that the Share Exchange is of the interest of
ULTRAPAR and
its shareholders, in order to simplify the corporate structure of the
Ipiranga
Group, concentrating all the shareholders into one publicly-traded
company,
allowing an alignment of all the shareholders' interests, increasing
the market
capitalization and share liquidity of ULTRAPAR
and the
participation of the shareholders of RPI,
DPPI and CBPI in a
company that is recognized for its high standards of corporate governance.
After
the presentation of the necessary clarifications by the Executive Officers,
and
receiving a favourable opinion from the Fiscal Council for the Share
Exchange,
the members of the Board of Directors examined and discussed the documents
presented by the directors including the “Protocol and Justification for the
Exchange of Share issued by Refinaria de Petróleo Ipiranga S.A. by Ultrapar
Participações S.A.”, the “Protocol and Justification for the Exchange of Shares
issued by Distribuidora de Produtos de Petróleo Ipiranga S.A. by Ultrapar
Participações S.A.”, the “Protocol and Justification for the Exchange of Shares
issued by Companhia Brasileira de Petróleo Ipiranga by Ultrapar
Participações
S.A.”
and
the documents
referring to therein. In particular, considering the position of certain
minority shareholders with regard to the intended Share Exchange, they
carefully
examined and discussed the reports prepared by Deutsche Bank
and Credit Suisse
according to which RPI, DPPI, CBPI and ULTRAPAR were evaluated in order
to
establish the exchange ratio between the shares of RPI, DPPI, CBPI
and ULTRAPAR.
Based on this examination and discussion, the board members concluded
that, in
their best judgement, such reports were prepared according to
(Minutes
of a Meeting of the Ultrapar Participações S.A., of 12.11.2007)
the
concepts and assumptions which these
banks used freely and independently in the exercising of their tasks.
Thus,
exercising their fiduciary duty in the fulfilment of their responsibilities,
under the terms of articles 153, 154 and 155 of Law Nº 6.404/76, and having
verified that the documents referred to below and the Share Exchange
conform to
legal and statutory requirements, decided to submit the proposal for
the Share
Exchange to the shareholders of ULTRAPAR under the terms and conditions
of the “Protocol and Justification for the Exchange of Shares issued by
Refinaria de Petróleo Ipiranga S.A. by Ultrapar Participações S.A.”, and its
annexes, signed by the executive boards of RPI and ULTRAPAR on November
9, 2007,
of the “Protocol and Justification for the Exchange of Shares issued by
Distribuidora de Produtos de Petróleo Ipiranga S.A. by Ultrapar Participações
S.A.”, and its annexes, signed by the executive boards of DPPI and ULTRAPAR
on
November 9, 2007 and the “Protocol and Justification for the Exchange of Shares
issued by Companhia Brasileira de Petróleo Ipiranga by Ultrapar Participações
S.A.”, and its annexes, signed by the executive boards of CBPI and ULTRAPAR
on
November 9, 2007. The Board of
Directors authorised the Executive Officers to provide the publication
of the
Convening Notice for the convening of an Extraordinary Shareholders
Meeting to
deliberate on the Share Exchange, as well as practice all the necessary
acts to
implement these operation.
5. Quorum
for deliberations: All the deliberations above were voted on and approved
in
their entirety by all the members present, except for Renato Ochman,
who
abstained from voting.
6. Closing
of the Meeting. The Presiding Chairman, having offered the
opportunity for any party to pronounce, none having done, declared
the meeting
closed, the minutes of which being duly transcript, read and approved
by all
those present undersigned.
São
Paulo,
November 12, 2007
|
/s/
Paulo Guilherme Aguiar Cunha
|
/s/
Lucio de Castro Andrade Filho
|
||
|
Paulo
Guilherme Aguiar Cunha
|
Lucio
de Castro Andrade Filho
|
||
|
/s/
Ana Maria Levy Villela Igel
|
|||
|
Ana
Maria Levy Villela Igel
|
Renato
Ochman
|
||
|
/s/
Nildemar Secches
|
/s/
Paulo Vieira Belotti
|
||
|
Nildemar
Secches
|
Paulo
Vieira Belotti
|
||
|
/s/
Olavo Egydio Monteiro de Carvalho
|
|||
|
Olavo
Egydio Monteiro de Carvalho
|
(Minutes
of a Meeting of the Ultrapar Participações S.A., of 12.11.2007)
Members
of
the Fiscal Council:
|
/s/
Flavio César Maia Luz
|
/s/
John Michael Streithorst
|
||
|
Flavio
César Maia Luz
|
John
Michael Streithorst
|
||
|
/s/
Mario Probst
|
/s/
Raul Murgel Braga
|
||
|
Mario
Probst
|
Raul
Murgel Braga
|
||
|
/s/
Wolfgang Eberhard Rohrbach
|
|||
|
Olavo
Egydio Monteiro de Carvalho
|
Executive
Officers of the Company
|
/s/
Pedro Wongtschowski
|
/s/
André Covre
|
||
|
Pedro
Wongtschowski
|
André
Covre
|
||
Item
3
REFINARIA
DE PETRÓLEO IPIRANGA S.A.
NIRE
43300002837 - CNPJ/MF 94.845.674/0001-30
Publicly-Traded
Company
Minutes
of
a Meeting of the Board of Directors
Held
on
November 12, 2007
1. Date,
Time and Location. Held on November 12, 2007 at 5 p.m. at Rua Antonio
Carlos, Nº
434, in the City of São Paulo, in the State of São Paulo.
2. Convening
and Presence. Duly convened and assembled, with the presence of
(including
participants by telephone) Mrs. João Adolfo Oderich, Flavio do Couto Bezerra
Cavalcanti, Eduardo de Toledo, Francisco Pais, Carlos José Fadigas, Roberto
Pontes Lopes Simões and José Afonso Alves Castanheira, Members of the Board of
Directors of Refinaria de Petróleo Ipiranga S.A. (“RPI”), in accordance
with Articles 9 and 10 of the company bylaws of RPI. Present also,
under the
terms of Article 163, §3º of Law Nº 6.404/76, were members of the Fiscal Council
of RPI, Mrs. Roberto Kutschat Neto, Sérvio Túlio da Rosa Tinoco and Ricardo
Magalhães Gomes, the executive officers of RPI, Mr. Sergio Roberto Weyne
Ferreira da Costa, and representatives of KPMG Independent Auditors
(“KPMG”), Banco de Investimentos Credit Suisse (Brasil) S.A. (“Credit
Suisse”) and Apsis Consultoria Empresarial S/C Ltda. (“Apsis”), Srs.
Alexandre Heinerman, Marco Gonçalves and Luiz Paulo César Silveira,
respectively.
3. Presiding
at the Board. João Adolfo Oderich - Chairman and Eduardo de Toledo -
Secretary.
4. Deliberated
matters. The Presiding Chairman announced that the object of the
meeting was to
deliberate on the exchange of the shares issued by RPI by Ultrapar
Participações
S.A. (“ULTRAPAR”) (“Share Exchange”). The members of the Board of
Directors recognized that the Share Exchange is of the interest
of RPI, which
will be strengthen together with the other companies in the Ipiranga
group, and
their shareholders, in order to simplify the corporate structure
of the Ipiranga
Group, concentrating all the shareholders into one publicly-traded
company,
allowing an alignment of all the shareholders' interests, increasing
market
capitalization and share liquidity and participating in a company
recognized for
its high standards of corporate governance. After the presentation
of all the
necessary clarifications by the Executive Officers, members of
the Board of
Directors examined and discussed all documents sent by the officers,
including
the “Protocol and Justification for the Exchange of Shares Issued
by
Refinaria de Petróleo Ipiranga S.A. by Ultrapar Participações S.A.” and the
documents referred to therein. In particular, considering the position
of
certain minority shareholders regarding the intended Share Exchange,
they
carefully examined and discussed the results of the valuation reports
prepared
by Deutsche Bank Securities Inc. (“Deutsche Bank”) and Credit Suisse according
to which RPI and ULTRAPAR were evaluated in order to establish
the exchange
ratio between the shares of RPI and ULTRAPAR. Although the members
of the Board
had previously discussed with Credit Suisse, they requested additional
clarifications to Credit
Suisse
representatives related to the final version of the document. Subsequently, the
members of the Board
inquired the representatives of Credit Suisse, Apsis and KPMG if
they, as
specialists on this subject, considered all the pertinent legal
requirements on
the elaboration of their respective valuation reports, in particular
Brazilian
Corporate Law, regulations of the CVM (Brazilian Securities and
Exchange
Commission) and generally accepted accounting practices, to which
the
representatives of the three companies each individually confirmed
the complete
conformity of their respective valuation reports to the legal precepts
applicable, with the representatives of Credit Suisse in addition
confirming,
based on the valuation reports that they prepared, that the
exchange ratio offered for the Share Exchange is adequate.
Based on
this examination and
discussion and considering the discussion at the meeting of the
Board of
Directors on November 6, 2007, during which the representatives
of Credit Suisse
answered to queries and clarified questionsof the members present,
in accordance
with the minutes of such meeting, the members concluded, in their
best
judgement, that these valuation reports were prepared according
to the concepts
and assumptions which these banks used freely and independently
in the
exercising of their tasks. Thus, exercising
their fiduciary duty in
the fulfilment of their responsibilities, under the terms of articles
153, 154
and 155 of Law Nº 6.404/76, and having verified that the documents referred to
below and the Share Exchange conform to legal and statutory requirements,
decided to submit the proposal for the Share Exchange to the approval
of the
Shareholders of RPI, under the terms and conditions of the “Protocol and
Justification for the Exchange of Shares issued by Refinaria de
Petróleo Ipiranga S.A. by Ultrapar Participações S.A.”, and its annexes, signed
by the executive officers of RPI and ULTRAPAR on November 9, 2007.
The Board of
Directors authorised the Executive Officers to provide the publication
of the
Convening Notice for the convening of an Extraordinary Shareholders
Meeting to
deliberate on the Share Exchange, as well as practice all the necessary
acts to
implement these operation. The Board of Officers deliberated, in
reason
of the previous deliberations, to convene the Special Shareholders
Meeting to deliberate and approve the intended Share Exchange,
for December 18,
2007.
5. Quorum
for deliberations: All the deliberations above were voted on and
approved
unanimously.
6. Closing
of the meeting. The presiding chairman, having offered the opportunity
for any
party to pronounce, none having done, declared the meeting closed,
the minutes
of which being duly transcript, read and approved by all those
present
undersigned.
São
Paulo,
November 12, 2007.
Compared
with original
in
registry book.
|
Eduardo
de Toledo
|
|
|
Secretary
|
Item
4
DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A.
NIRE
43.3.00004821 - CNPJ/MF 92.689.256/0001-76
Publicly
Traded Company
Minutes
of
a meeting of the Board of Directors
Held
on
November 12, 2007
1. Date,
Time and Location. Held on November 12, 2007 at 3 p.m. at Rua
Antonio Carlos, Nº
434, in the City of São Paulo, in the State of São Paulo.
2. Convening
and Presence. Duly convened and assembled, with the presence
of (including
participants by telephone) Mrs. Pedro Wongtschowski, André Covre, Eduardo de
Toledo, José Roberto Opice, Roberto Kutschat Neto and José Afonso Alves
Castanheira, members of the Board of Directors of Distribuidora
de Produtos de
Petróleo Ipiranga (“DPPI”) in accordance with Articles 9 and 10 of the
DPPI’s bylaws. Present also, under the terms of Article 163, §3º of Law Nº
6.404/76, were members of the Fiscal Council of DPPI, Mrs. Ubaldo
Evangelista
Neto, Carlos Mello and Eliana Chimenti, the executive officers
of DPPI, Srs.
Leocadio de Almeida Antunes Filho and Sergio Roberto Weyne Ferreira
da Costa,
and representatives of KPMG Independent Auditors (“KPMG”), Banco de
Investimentos Credit Suisse (Brasil) S.A. (“Credit Suisse”) Apsis
Consultoria Empresarial S/C Ltda. (“Apsis”), Mrs. Alexandre Heinerman,
Marco Gonçalves and Luiz Paulo César Silveira, respectively.
3. Presiding
at the Board. Pedro Wongtschowski - Chairman and André Covre -
Secretary.
4. Deliberated
Matters. The Presiding Chairman announced that the object of
the meeting was to
deliberate on the exchange of shares issued by DPPI by Ultrapar
Participações
S.A. (“ULTRAPAR”) (“Share Exchange”). The members of the Board of
Directors recognized that the Share Exchange is of the interest of DPPI,
which will be strengthened together with the other companies
of the Ipiranga
Group, and their shareholders, in order to simplify the corporate
structure of
the Ipiranga Group, concentrating all the shareholders into one
publicly-traded
company, aligning the interests of all the shareholders, increasing
market
capitalization and share liquidity, and participating in a company
recognized
for its high corporate governance standards. After the presentation
of the
necessary clarifications by the Executive Officers, the members
of the Board of
Directors examined and discussed the documents sent by the Executive
Officers,
including the “Protocol
and
Justification for the Exchange of Shares issued by Distribuidora
de Produtos de
Petróleo Ipiranga S.A. by Ultrapar Participações S.A.” and the documents
referred to therein. In particular, considering the position
of certain minority
shareholders in relation to the intended Share Exchange, they
carefully examined
and discussed the results of the valuation reports prepared by
Deutsche Bank
Securities Inc. (“Deutsche Bank”) and Credit Suisse according to which DPPI and
ULTRAPAR were evaluated in order to establish the exchange ratio
between the
shares of DPPI and ULTRAPAR. Although the members of the Board
had previously
discussed with Credit Suisse, they requested additional clarification
to Credit
Suisse representatives related to the
final
version of the document.
Subsequently, the members of the Board inquired the representatives
of Credit
Suisse, Apsis and KPMG if they, as specialists on this subject,
considered all
the pertinent legal requirements on the elaboration of their
respective
valuation reports, in particular Brazilian Corporate Law, regulations
of the CVM
(Brazilian Securities and Exchange Commission) and generally
accepted accounting
practices, to which the representatives of the three companies
each individually
confirmed the complete conformity of their respective valuation
reports to the
legal precepts applicable, with the representatives of Credit
Suisse in addition
confirming, based on the valuation report that they prepared,
that the exchange
ratio offered for the Share Exchange, is adequate. Based on this
examination and
discussion and also considering the discussion at the meeting
of the Board of
Directors on November 6, 2007, during which the representatives
of Credit Suisse
answered to queries and clarified questions of the members present,
in
accordance with the minutes of such meeting, the members concluded,
in their
best judgement, that these valuation reports were prepared according
to the
concepts and assumptions which these banks used freely and independently
in the
exercising of their tasks. Thus, exercising their fiduciary duty
in the
fulfilment of their responsibilities, under the terms of articles
153, 154 and
155 of Law Nº 6.404/76, and having verified that the documents referred to
below
and the Share Exchange conform to legal and statutory requirements,
decided to
submit the proposal for the Share Exchange to the approval of
the shareholders
of DPPI, under the terms and conditions of the “ Protocol and
Justification for the Exchange of Shares
issued by
Distribuidora
de Produtos de
Petróleo Ipiranga S.A by Ultrapar Participações S.A.”, and its annexes,
signed by the executive officers of DPPI and ULTRAPAR on November
9, 2007. The
Board of Directors authorised the Executive Officers to provide
the publication
of the relevant notice and Convening Notice for the convening
of an
Extraordinary Shareholders Meeting to deliberate on the Share
Exchange, as well
as practice all the necessary acts to implement these operation.
Given the
previous deliberations, the Board of Directors decided to convene
the Special
Shareholders Meeting to deliberate and approve the intended Share
Exchange, for
December 18, 2007.
5. Quorum
for deliberations: All the deliberations above were voted on
and approved
unanimously.
6. Closing
of the meeting. The Presiding Chairman, having offered the opportunity
for any
party to pronounce, none having done, declared the meeting closed,
the minutes
of which being duly transcript, read and approved by all those
present
undersigned.
São
Paulo,
November 12, 2007.
Compared
with original
in
registry book.
|
André
Covre
|
|
|
Secretary
|
Item
5
COMPANHIA
BRASILEIRA DE PETRÓLEO IPIRANGA
NIRE
33.300.025.111 - CNPJ/MF 33.069.766/0001-81
Publicly-Traded
Company
Minutes
of
a meeting of the Board of Directors
Held
on
November 12, 2007
1. Date,
Time and Location. Held on November 12, 2007 at 4 p.m. at Rua Antonio
Carlos, Nº 434, in the City of São Paulo, in the State of São
Paulo.
2. Convening
and Presence. Duly convened and assembled, with the presence
of (including
participants by telephone) Ms. Maria das Graças Foster and Mrs. Pedro
Wongtschowski, Eduardo de Toledo, José Roberto Opice, André Covre, Daniel Lima
de Oliveira and Luiz Carlos Teixeira, members of the Board
of Directors of CBPI,
in accordance with Articles 9 and 10 of CBPI's bylaws. Present,
also, under the
terms of Article 163, §3º of Law Nº 6.404/76, were members of the Fiscal Council
of CBPI, Mrs. Carlos Mello, Tomaz Andres Barbosa and Edson
Pena Júnior, the
executive officers of CBPI, Mrs. Leocadio de Almeida Antunes
Filho, Sergio
Roberto Weyne Ferreira da Costa and José Manuel Alves Borges, and
representatives of KPMG Independent Auditors (“KPMG”), Banco de
Investimentos Credit Suisse (Brasil) S.A. (“Credit Suisse”) and Apsis
Consultoria Empresarial S/C Ltda. (“Apsis”), Srs. Alexandre Heinerman,
Marco Gonçalves and Luiz Paulo César Silveira, respectively.
3. Presiding
at the Board. Pedro Wongtschowski - Chairman; and Eduardo de
Toledo -
Secretary.
4. Deliberated
matters. The Presiding Chairman announced that the object of the
meeting was to deliberate on the Exchange of the Shares issued
by CBPI by
Ultrapar Participações S.A. (“ULTRAPAR”) (“Share Exchange”). The members
of the Board of Directors recognize the Share Exchange is of
the interest of
CBPI, which will be strengthened together with the other companies
of the
Ipiranga Group, and their shareholders, in order to simplify
the corporate
structure of the Ipiranga Group,
concentrating all the shares into one publicly-traded company,
permitting an
alignment of all its shareholders’ interests, increasing market capitalization
and share liquidity and participating in a company recognized
for its high
standards of corporate governance. After the presentation of
the necessary
clarifications by the Executive Officers, the members of the
Board of Directors
examined and discussed the documents sent by the executive
officers, including
the “Protocol
and
Justification for the Exchange of the Shares Issued by Companhia
Brasileira de
Petróleo Ipiranga by Ultrapar Participações S.A.” and the documents referred to
therein. In particular, considering the position of some minority
shareholders
considering the intended Share Exchange, they carefully examined
and discussed
the results of the valuation reports prepared by Deutsche Bank
Securities Inc.
(“Deutsche Bank”) and Credit Suisse according to which CBPI and ULTRAPAR were
valuated in order to establish the exchange ratio between the
shares of CBPI and
ULTRAPAR. Although the members of the Board had previously discussed
with
Credit Suisse, they requested additional clarifications to
Credit Suisse
representatives related to
the
final
version of the document. Subsequently,
the members of the Board
inquired of the representatives of Credit Suisse, Apsis and
KPMG if they, as
specialists on this subject, considered all the pertinent legal
requirements on
the elaboration of their respective valuation reports, in particular
Brazilian Corporate Law, regulations of the CVM (Brazilian
Securities and
Exchange Commission) and generally accepted accounting practices,
to which the
representatives of the three companies each individually confirmed
the complete
conformity of their respective valuation reports to the legal
precepts
applicable, with the representatives of Credit Suisse in addition
confirming,
based on the valuation that they had prepared, that the exchange
ratio offered
for the Share Exchange is appropriate. . Based on this examination
and
discussion and also considering the discussion at the meeting
of the Board of
Directors on November 6, 2007, during which the representatives
of Credit Suisse
answered to queries and clarified questions of the members present,
in accordance with the minutes of such meeting, the members
concluded, in their best judgement, that these valuation reports
were prepared
according to the concepts and assumptions which these banks
used freely and
independently in the exercising of their tasks. Thus, exercising
their fiduciary
duty in the fulfilment of their responsibilities, under the
terms of articles
153, 154 and 155 of Law Nº 6.404/76, and having verified that the documents
referred to below and the Share Exchange conform to legal and
statutory
requirements, decided to submit the proposal for the Share
Exchange to the
approval of the shareholders of CBPI, under the terms and conditions of
the “Protocol and Justification for the Share Exchange issued by
Companhia
Brasileira de Petróleo Ipiranga by Ultrapar Participações S.A.”, and its
annexes, signed by the executive officers of CBPI and ULTRAPAR
on November 9,
2007. The Board of Directors authorised the Executive Officers
to provide the
publication of the Convening Notice for the convening of an
Special Shareholders
Meeting to deliberate the Share Exchange, as well as to practice
all the
necessary acts to implement these operations. The Board of
Officers deliberated,
in reason of the previous deliberations, to convene the Special
Shareholders Meeting to deliberate and approve the intended
Share Exchange, for
December 18, 2007.
5. Quorum
for deliberations: All the deliberations above were voted on
and approved
unanimously.
6. Closing
of the meeting. The presiding chairman, having offered the
opportunity for any
party to pronounce, none having done, declared the meeting
closed, the minutes
of which being duly transcript, read and approved by all those
present
undersigned.
São
Paulo,
12 November, 2007.
Compared
with original
in
registry book.
|
Eduardo
de Toledo
|
|
|
Secretary
|
Item
6
ULTRAPAR
PARTICIPAÇÕES S.A.
State
Registration [NIRE] No. 35.300.109.724
Taxpayer
ID [CNPJ/MF] No. 33.256.439/0001-39
Publicly-Traded
Company
Special
Shareholders’ Meeting
Convening
Notice
The
Shareholders of Ultrapar Participações S.A. (“ULTRAPAR”) are hereby
called to convene at the Special Shareholders’ Meeting to be held on December
18, 2007, at 7:00 p.m., at the company’s headquarters located at Avenida
Brigadeiro Luiz Antonio, 1.343, 9th floor,
in the City
of São Paulo, State of São Paulo, to resolve on the transactions of exchange of
shares issued by Refinaria de Petróleo Ipiranga S.A. (“RPI”),
Distribuidora de Produtos de Petróleo Ipiranga S.A. (“DPPI”) and
Companhia Brasileira de Petróleo Ipiranga (“CBPI”) by ULTRAPAR (“Share
Exchange Transactions”), with the following agenda: (a) approval of the
terms and conditions of the “Protocol and Justification of the Exchange of
Shares issued by Refinaria de Petróleo Ipiranga S.A. by Ultrapar Participações
S.A.”, and exhibits thereto, signed by the executive officers of RPI and
ULTRAPAR on November 09, 2007, the “Protocol and Justification of the Exchange
of Shares issued by Distribuidora de Produtos de Petróleo Ipiranga
S.A. by Ultrapar Participações S.A.”, and exhibits thereto, signed by the
executive officers of DPPI and ULTRAPAR on November 09, 2007, and the
“Protocol
and Justification of the Exchange of Shares issued by Companhia Brasileira
de
Petróleo Ipiranga by Ultrapar Participações S.A.”, and exhibits thereto, signed
by the executive officers of CBPI and ULTRAPAR on November 09, 2007,
respectively; (b) ratification of the engagement of Deutsche Bank Securities
Inc. (“Deutsche Bank”) to valuate RPI, DPPI, CBPI and ULTRAPAR, based on the
prospect of future profitability, for the purposes of article 252,
paragraphs 1 and 3, of the Brazilian Corporate Act; (c) approval of the
capital
increase resulting from the Share Exchange Transactions; (d) approval
of the
amendment of the caput and paragraph 1 of article 5 of company’s
bylaws; and (e) authorization for the Executive Officers to take the
required
actions to formalize the Share Exchange Transactions before governmental
authorities and third parties in general.
Holders
of
nominative shares that are held in collective custody, in order to attend
the
Special Shareholders Meeting, must provide a shareholder position statement
a
minimum of two working days in advance of the meeting date, showing the
respective shareholding, provided by the custodial body.
The
shareholder’s position as the holder of common shares shall be proven by
consultation of the share registry book.
Shareholders
may be represented at the Special Shareholders Meetings by a proxy constituted
less than a year in advance, being the proxy a shareholder, company manager,
lawyer, financial institution or investment fund manager, who represents
the
holders of the funds under management, the presentation of the respective
power
of attorney being required, which must be deposited at Company Headquarters
with
the Investor Relations Department by 5 p.m. on December 17, 2007, otherwise
the
proxy shall not be authorised to act.
São
Paulo,
November 14, 2007
Paulo
Guilherme Aguiar Cunha
Chairman
of the Board of Directors
Item
7
REFINARIA
DE PETRÓLEO IPIRANGA S.A.
State
Registration [NIRE] No. 43300002837
Taxpayer
ID [CNPJ/MF] No. 94.845.674/0001-30
Publicly-Traded
Company
Special
Shareholders’ Meeting
Convening
Notice
The
Shareholders of Refinaria de Petróleo Ipiranga S.A. (“RPI”) are hereby called to
convene at the Special Shareholders’ Meeting to be held on December 18, 2007, at
9:00 a.m., at the company’s headquarters located at Rua Engenheiro Heitor Amaro
Barcellos, 551, City of Rio Grande, State of Rio Grande do Sul , to
resolve on
the transactions of exchange of shares issued by RPI by Ultrapar Participações
S.A. (“ULTRAPAR”) (“Share Exchange Transaction”), with the following
agenda: (a) approval of the terms and conditions of the “Protocol and
Justification of the Exchange of Shares issued by Refinaria de Petróleo Ipiranga
S.A. by Ultrapar Participações S.A.”, (and exhibits thereto: valuation of RPI’s
shares based on its Shareholder Equity prepared by KPMG Auditores Independentes,
valuation of RPI and ULTRAPAR based on the prospect of future profitability
elaborated by Deutsche Bank Securities Inc., valuation of RPI and ULTRAPAR
based
on the prospect of future profitability elaborated by Credit Suisse
(Brasil)
S.A., and valuation of RPI’s and Ultrapar’s Shareholder Equity at Market Values
elaborated by Apsis Consultoria Empresarial S/C Ltda.), establishing,
as
articles 224, 225, 252 and 264 of Brazilian Corporate Law, the terms
and conditions of the exchange of the shares issued by RPI by Ultrapar
Participações S.A.; (b) approval of the amendment of the article 1 of company’s
bylaws, in order to reflect its transformation into a wholly-owned
subsidiary of
Ultrapar; (c) authorization for the Executive Officers to take the
required
actions to formalize the Share Exchange Transactions, specially to
subscribe the
Ultrapar’s capital increase.
Additional
Information
Shareholders
may be represented at the Special Shareholders Meeting by a proxy constituted
as
established on paragraph 1 of article 126 of Law n. 6,404/76.
Shareholders
which shares are under custody of Companhia Brasileira de Liquidação e Custódia
– CBLC, must present, at the Company’s headquarters, with a minimum of 48 hour
in advance of the meeting date, a shareholder position statement, provided
by
the custodial agent. Shareholders must, in the same term, present the
power of
attorney, if they will be represented by a proxy.
The
documents referred to in the proposal of the management of RPI related
to the
agenda of the Special Shareholders Meeting (including the protocol
and
justifications, valuations reports and others) are available at the
websites RPI
(www.ipiranga.com.br) and Ultrapar (www.ultra.com.br). Copies of such
materials
will also be made available at the websites of CVM (www.cvm.gov.br)
and the São
Paulo Stock Exchange (www.bovespa.com.br) as of this date. Any shareholder
that
wants to consult and examine the documents at the headquarters of RPI
must
schedule a visit date and time with the respective Investor
Relations
department of RPI (telephone 53 3233 8061). Such documents are also
available at
the headquarters of ULTRAPAR, at Avenida Brigadeiro Luiz Antonio, 1343,
9th
floor, in the City of São Paulo, State of São Paulo (telephone 11 3177
6601).
São
Paulo,
November 14, 2007
João
Adolfo
Oderich
Chairman
of the Board of Directors
Item
8
DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A.
State
Registration [NIRE] No. 43.3.00004821
Taxpayer
ID [CNPJ/MF] No. 92.689.256/0001-76
Publicly-Traded
Company
Special
Shareholders’ Meeting
Convening
Notice
The
Shareholders of Distribuidora de Produtos de Petróleo Ipiranga S.A. (“DPPI”) are
hereby called to convene at the Special Shareholders’ Meeting to be held on
December 18, 2007, at 9:00 a.m., at the company’s headquarters located at
Avenida Dolores Alcaraz Caldas, 90, City of Porto Alegre, State of
Rio Grande do
Sul, to resolve on the transactions of exchange of shares issued by
DPPI by
Ultrapar Participações S.A. (“ULTRAPAR”) (“Share Exchange Transaction”),
with the following agenda: (a) approval of the terms and conditions
of the
“Protocol and Justification of the Exchange of Shares issued by Distribuidora
de
Produtos de Petróleo Ipiranga S.A. by Ultrapar Participações S.A.”, (and
exhibits thereto: valuation of DPPI’s shares based on its Shareholder Equity
prepared by KPMG Auditores Independentes, valuation of DPPI and ULTRAPAR
based
on the prospect of future profitability elaborated by Deutsche Bank
Securities
Inc., valuation of DPPI and ULTRAPAR based on the prospect of future
profitability elaborated by Credit Suisse (Brasil) S.A., and valuation
of DPPI’s
and Ultrapar’s Shareholder Equity at Market Values elaborated by Apsis
Consultoria Empresarial S/C Ltda.), establishing, as articles 224,
225, 252 and
264 of Brazilian Corporate Law, the terms and conditions of the exchange
of the
shares issued by DPPI by Ultrapar Participações S.A.; (b) approval of the
amendment of the article 1 of company’s bylaws, in order to reflect its
transformation into a wholly-owned subsidiary of Ultrapar; (c) authorization
for
the Executive Officers to take the required actions to formalize the
Share
Exchange Transactions, specially to subscribe the Ultrapar’s capital
increase.
Additional
Information
Shareholders
may be represented at the Special Shareholders Meeting by a proxy constituted
as
established on paragraph 1 of article 126 of Law n. 6,404/76.
Shareholders
which shares are under custody of Companhia Brasileira de Liquidação e Custódia
– CBLC, must present, at the Company’s headquarters, with a minimum of 48 hour
in advance of the meeting date, a shareholder position statement, provided
by
the custodial agent. Shareholders must, in the same term, present the
power of
attorney, if they will be represented by a proxy.
The
documents referred to in the proposal of the management of DPPI related
to the
agenda of the Special Shareholders Meeting (including the protocol
and
justifications, valuations reports and others) are available at the
websites
DPPI (www.ipiranga.com.br) and Ultrapar (www.ultra.com.br). Copies
of such
materials will also be made available at the websites of CVM (www.cvm.gov.br)
and the São Paulo Stock Exchange (www.bovespa.com.br) as of this date. Any
shareholder that wants to consult and examine the documents at the
headquarters
of DPPI must schedule a visit date and time with the respective
Investor
Relations
department of DPPI (telephone 51 3216 4391). Such documents are also
available
at the headquarters of ULTRAPAR, at Avenida Brigadeiro Luiz Antonio,
1343, 9th
floor, in the City of São Paulo, State of São Paulo (telephone 11 3177
6601).
São
Paulo,
November 14, 2007
Pedro
Wongtschowski
Chairman
of the Board of Directors
Item
9
COMPANHIA
BRASILEIRA DE PETRÓLEO IPIRANGA
State
Registration [NIRE] No. 33.300.025.111
Taxpayer
ID [CNPJ/MF] No. 33.069.766/0001-81
Publicly-Traded
Company
Special
Shareholders’ Meeting
Convening
Notice
The
Shareholders of Companhia Brasileira de Petróleo Ipiranga (“CBPI”) are hereby
called to convene at the Special Shareholders’ Meeting to be held on December
18, 2007, at 5:00 p.m., at the company’s headquarters located at Rua Francisco
Eugênio, 329,, in the City of Rio de Janeiro, State of Rio de Janeiro,
to
resolve on the transactions of exchange of shares issued by CBPI by
Ultrapar
Participações S.A. (“ULTRAPAR”) (“Share Exchange Transaction”), with the
following agenda: (a) approval of the terms and conditions of the “Protocol and
Justification of the Exchange of Shares issued by Companhia Brasileira
de
Petróleo Ipiranga by Ultrapar Participações S.A.”, (and exhibits thereto:
valuation of CBPI’s shares based on its Shareholder Equity prepared by KPMG
Auditores Independentes, valuation of CBPI and ULTRAPAR based on the
prospect of
future profitability elaborated by Deutsche Bank Securities Inc., valuation
of
CBPI and ULTRAPAR based on the prospect of future profitability elaborated
by
Credit Suisse (Brasil) S.A., and valuation of CBPI’s and Ultrapar’s Shareholder
Equity at Market Values elaborated by Apsis Consultoria Empresarial
S/C Ltda.),
establishing, as articles 224, 225, 252 and 264 of Brazilian Corporate
Law, the terms and conditions of the exchange of the shares issued by
CBPI by Ultrapar Participações S.A.; (b) approval of the amendment of
the article 1 of company’s bylaws, in order to reflect its transformation into a
wholly-owned subsidiary of Ultrapar; (c) authorization for the Executive
Officers to take the required actions to formalize the Share Exchange
Transactions, specially to subscribe the Ultrapar’s capital
increase.
Additional
Information
Shareholders
may be represented at the Special Shareholders Meeting by a proxy constituted
as
established on paragraph 1 of article 126 of Law n. 6,404/76.
Shareholders
which shares are under custody of Companhia Brasileira de Liquidação e Custódia
– CBLC, must present, at the Company’s headquarters, with a minimum
of 48 hour in advance of the meeting date, a shareholder position statement,
provided by the custodial agent. Shareholders must, in the same term,
present
the power of attorney, if they will be represented by a proxy.
The
documents referred to in the proposal of the management of CBPI related
to the
agenda of the Special Shareholders Meeting (including the protocol
and
justifications, valuations reports and others) are available at the
websites
CBPI (www.ipiranga.com.br) and Ultrapar (www.ultra.com.br). Copies of
such materials will also be made available at the websites of CVM
(www.cvm.gov.br) and the São Paulo Stock Exchange (www.bovespa.com.br) as of
this date. Any shareholder that wants to consult and examine the documents
at
the
headquarters
of CBPI must schedule a visit date and time with the respective Investor
Relations department of CBPI (telephone 21 2574 5308. Such documents
are also
available at the headquarters of ULTRAPAR, at Avenida Brigadeiro Luiz
Antonio,
1343, 9th floor, in the City of São Paulo, State of São Paulo (telephone 11 3177
6601).
São
Paulo,
November 14, 2007
Pedro
Wongtschowski
Chairman
of the Board of Directors
Item
10
PROTOCOL
AND JUSTIFICATION OF THE SHARE EXCHANGE OF REFINARIA DE PETRÓLEO
IPIRANGA S.A. BY
ULTRAPAR
PARTICIPAÇÕES S.A.
BETWEEN
REFINARIA
DE PETRÓLEO IPIRANGA S.A.
AND
ULTRAPAR
PARTICIPAÇÕES S.A.
________________________________
DATED
NOVEMBER 9, 2007
________________________________
PROTOCOL
AND JUSTIFICATION OF THE SHARE EXCHANGE OF REFINARIA DE PETRÓLEO
IPIRANGA S.A BY ULTRAPAR PARTICIPAÇÕES S.A.
Under
this
agreement, the parties set out below:
|
|
a.
|
Refinaria
De Petróleo Ipiranga, a limited company, whose headquarters are
located at
Rua Engenheiro Heitor Amaro Barcellos, 551, in the City
of Rio Grande, in
the State of Rio Grande do Sul, inscribed on the National
Corporate
Registry (CNPJ/MF) under No. 94.845.674/0001-30 (“RPI”), in this
act represented in accordance with its bylaws, in its
capacity as the
company whose shares are to be exchanged;
and
|
|
|
b.
|
Ultrapar
Participações S.A., a limited company, whose headquarters are located
at
Avenida Brigadeiro Luiz Antonio, 1343, 9th floor, in
the City of São
Paulo, in the State of São Paulo, inscribed on the National Corporate
Registry (CNPJ/MF) under No. 33.256.439/0001-39 (“ULTRAPAR”), in
this act represented in accordance with its bylaws, in
the capacity of the
company whose shares will be
received;
|
Duly
agreed between them, hereby commit themselves to this Protocol
and the
Justification of the Share Exchange Issued of Refinaria de Petróleo Ipiranga by
Ultrapar Participações S.A. (“Protocol and Justification”), in accordance
with Articles 224 and 225 of Law nº 6.404/76 (“Brazilian Corporation
Law.”).
Whereas,
on March 18, 2007, ULTRAPAR, Petróleo Brasileiro S.A. (“Petrobras”) and
Braskem S.A. (“Braskem”) entered into an investment agreement for the
acquisition of all the shares issued by Companhia Brasileira de
Petróleo
Ipiranga (“CBPI”), Distribuidora de Produtos de Petróleo Ipiranga S.A.
(“DPPI”) and RPI held by controlling shareholders of RPI and DPPI
(“Investment Agreement ”);
Whereas,
under the terms of the Investment Agreement and in accordance with
the Relevant
Notice published on March 19, 2007, the transaction of the acquisition
of the
Ipiranga Group involves several stages, including, among others,
(a) the
acquisition of the shares issued by RPI, DPPI and CBPI by ULTRAPAR,
(b) the
carrying out of public share offerings of RPI, DPPI, CBPI and (c)
the Share
Exchange of RPI, DPPI and CBPI for preferred shares of ULTRAPAR
(with respect to
each of RPI, DPPI and CBPI, a “Share Exchange” and together, the “Share
Exchanges”);
Whereas,
upon the conclusion of phase (a) above, RPI, DPPI and CBPI became
directly or
indirectly controlled by ULTRAPAR, in accordance with Article 116
of Brazilian
Corporation Law;
Whereas,
in addition to phase (a), phase (b) above was also completed and
that the
managements of ULTRAPAR and RPI intend, through this Protocol and
Justification,
to establish the terms and conditions proposed for phase (c),the
Share
Exchange;
Whereas
RPI, DPPI and CBPI (together, the “Ipiranga Companies”) have a complex corporate
structure, to the extent that they consist of various companies
that operate in
the same sector, having stakes in each other;
Whereas
the Ipiranga Companies have an asymmetric base and shareholding
structure, to
the extent that there are three groups of different minority shareholders,
in
each of the companies and that the companies hold preferred shares
issued with
different characteristics;
Whereas
this corporate structure impairs the operational, administrative
and
shareholding efficiency of Ipiranga companies;
Whereas
the Share Exchanges, among other benefits, aim to resolve these
questions, on
behalf of, and in the interest of, all the companies, to the extent
that it will
simplify the corporate structure of the Ipiranga Companies, increasing
their
size and operational freedom, and ensuring their strengthening;
Whereas
the Share Exchanges, in addition to the evident benefits for the
Ipiranga
Companies, will provide additional benefits to the shareholders
of the Ipiranga
Companies, by allowing them to participate in a listed company
that will
concentrate the shareholder bases of the four companies, which
should ensure
greater liquidity for the shares of all shareholders, to the extent
that it will
broaden the shareholder base, which will thus consist of shareholders
of
ULTRAPAR, RPI, CBPI and DPPI, with shares traded on the São Paulo and New York
stock exchanges;
Whereas,
in addition to the increased liquidity, the Share Exchanges will
provide the
shareholders of the Ipiranga Companies a stake in ULTRAPAR, which
is a company
recognized for its good corporate governance structure and with
all the
interests of its shareholders aligned, an example being the tag-along
right granted to the preferred shares of ULTRAPAR;
Whereas
ULTRAPAR, in its capacity as controlling shareholder of the Ipiranga
Companies,
has an interest in strengthening these companies and adopting measures
to
improve their efficiency;
Whereas
taking into consideration that the managements of ULTRAPAR and
RPI consider the
Share Exchange to be an essential step in order to achieve these
objectives;
The
managements of Ultrapar and RPI hereby resolve, in accordance with
Articles 224,
225, 252 and 264 of Brazilian Corporation Law, to sign this Protocol
and
Justification in accordance with the following terms and
conditions.
FIRST
CLAUSE
NUMBER,
TYPE AND CLASS OF SHARES TO BE ATTRIBUTED
1.1.
Number, Type and Class of Shares to be attributed. As a result of the
Share Exchange of RPI, 0.79850 preferred shares issued by ULTRAPAR
shall be
attributed to each 1 (one) share, preferred or ordinary, issued
by
RPI.
1.2. Criteria
Used to Determine the Exchange Ratio. The established exchange ratio was
determined based on the criteria of future profitability prospects
of ULTRAPAR
and RPI, in accordance with the valuations contained in Annex II and
Annex III hereto.
1.3. Fractions
of Shares. Fractions of shares resulting from the replacement of the
ownership stake of each shareholder of RPI will be sold at an auction
to be held
on the São Paulo Stock Exchange –
BOVESPA, the resulting
amounts being made available for the respective
shareholders after the financial settlement of the shares sold
at
auction.
SECOND
CLAUSE
CRITERIA
FOR THE VALUATION OF THE SHAREHOLDER’S EQUITY OF ULTRAPAR AND
RPI
2.1. Shareholder´s
Equity. The shares issued by RPI were valuated based on their
Shareholder´s Equity, in accordance with the balance sheet as of September
30,
2007, audited by KPMG Independent Auditors (“KPMG”). The specialized
company KPMG Independent Auditors was chosen for this valuation,
its
headquarters being at Rua Dr. Renato Paes de Barros, 33, 14th floor,
in the City
of São Paulo, in the State of São Paulo, inscribed on the National Corporate
Registry of the Ministry of Finance under Nº 57.755.217/0001-29 and under the
Regional Accounting Council under Nº 2SP014428/O-6, represented by its partner
Pedro Augusto de Melo. The choice and hiring of KPMG must be ratified
by the shareholders of ULTRAPAR and RPI. The base date of the
valuation was September 30, 2007, in accordance with the report
in Annex
I (“Accounting Report”), in the amount of R$769,503,076.33 (seven
hundred and sixty-nine million, five hundred and three thousand
and seventy-six
reais, and thirty-three cents) for all the shares of RPI.
2.2. Valuation
based on the prospect of future profitability. Deutsche Bank Securities Inc.
(“Deutsche Bank”), a company with its headquarters at 60 Wall Street, New
York, NY, United States of America, was hired by ULTRAPAR to valuate
ULTRAPAR
and RPI based on their prospects for future profitability,
producing
for this purpose an economic-financial analysis contained in Annex II
(“Economic-Financial Valuation (Deutsche Bank)”) for the purpose of
setting the exchange ratios set forth in Clause 1.1. for the Share
Exchange. In the same way, Investment Bank Credit Suisse (Brasil)
S.A. (“Credit Suisse”), a company with its headquarters at Avenida
Brigadeiro Faria Lima, 3064, 13th floor, in the City of São Paulo, in the State
of São Paulo, was hired by RPI to conduct the valuation presented in
Annex
III, based on the prospect of future profitability of ULTRAPAR
and RPI
(“Economic-Financial Valuation (Credit Suisse)”). The valuations of
Deutsche Bank and Credit Suisse are based on balance sheets as
of December 31,
2006 and September 30, 2007, respectively.
2.3. Valuation
of Shareholder´s Equity at Market Values. For the purposes of complying with
Article 264 of Brazilian Corporation Law, a specialized company was chosen:
Apsis Consultoria Empresarial S/C Ltda., with its headquarters
at Rua São José,
90, Group 1802, Rio de Janeiro, RJ, inscribed on the National Corporate
Registry
of the Ministry of Finance under No. 27.281.922/0001-70, represented
by its
partner-director Ana Cristina França Souza, to prepare a valuation report
of the Shareholder´s Equity of ULTRAPAR and RPI at market values. The valuations
of ULTRAPAR and RPI were carried out according to the same criteria
and base
date of September 30, 2007, as shown in the report contained in
Annex IV
(“Report of Shareholder Equity at Market Values”), which
resulted, exclusively for the purpose contained in the initial
paragraph of
Article 264 of Brazilian Corporation Law¸ in the exchange ratio of 0.722591
shares issued by ULTRAPAR for each share issued by RPI.
2.4. Treatment
of Subsequent Equity variations. From September 30, 2007, the base
date for the Share Exchange, variations in the value of RPI´s equity value that
occur before the date on which the Share Exchange is carried out,
will be
recorded to at ULTRAPAR under the equity income result.
THIRD
CLAUSE
SHARES
OF
A COMPANY HELD BY ANOTHER AND SHARES HELD IN TREASURY
3.1. Treatment
of the Shares of a Company Held by Another. There are no shares issued by
ULTRAPAR which are held by RPI. The shares issued by RPI, which are
held by ULTRAPAR, will continue to be held by ULTRAPAR. Any
reciprocal stake, as a consequence of the ownership of the shares
issued by
ULTRAPAR, held by RPI as a result of the corporate reorganization,
if this
should be the case, will be eliminated within the legal time limit,
in
accordance with Article 244, paragraph 5 of Brazilian Corporation
Law.
3.2. Treatment
of Shares Held in Treasury. There are no shares issued by RPI in
treasury.
FOURTH
CLAUSE
CAPITAL
INCREASE OF ULTRAPAR
4.1. Increase
in the Subscribed Paid-in Capital of ULTRAPAR. The Share Exchange will
result in an increase in the paid-in capital of ULTRAPAR, through
the transfer
of all the shares of the shareholders of RPI to the paid-in capital
of
ULTRAPAR. The subscribed paid-in capital of ULTRAPAR, of
R$946,034,662.97 (nine hundred and forty-six million, thirty-four
thousand, six
hundred and sixty-two reais and ninety-seven cents), will be increased
by
R$708,939,151.43 (seven hundred and eight million, nine hundred
and thirty-nine
thousand, one hundred and fifty-one reais and forty-three cents),
based on the
economic valuation and the terms of Article 226 and §1º of Article 252 of
Brazilian Corporation Law. 14,115,702 (fourteen million, one hundred
and fifteen
thousand, seven hundred and two) new preferred shares, nominative,
with no
nominal value, of ULTRAPAR will be issued. These shares will be
exchanged for
the shares issued by RPI (except for those held by ULTRAPAR) and
attributed to
RPI shareholders (except for ULTRAPAR) in accordance with the exchange
ratio set
forth in Clause 1.1.
4.2. Wholly-Owned
Subsidiary. As a result of the Share Exchange, RPI will become a wholly
owned subsidiary of ULTRAPAR. RPI shareholders will become shareholders
of
ULTRAPAR, based on the exchange ratio established in this Protocol
and
Justification, and in proportion of their shareholdings.
FIFTH
CLAUSE
ALTERATIONS
OF THE BYLAWS OF ULTRAPAR AND RPI
5.1. Alterations
of the Bylaws of ULTRAPAR. As a result of the Share Exchange, the
bylaws of ULTRAPAR will have to be altered so as to reflect the
increase in
paid-in capital and the number of shares into which it will be
split.
Accordingly, the following proposal will be submitted to the shareholders
of
ULTRAPAR for a change in the initial paragraph of Article 5º of the bylaws, as
well as the following proposal for the alteration of paragraph
1º of the
referred article:
“Art.
5º The paid-in capital, subscribed and paid for, amounts to R$
1,654,973,814.40 (one billion, six hundred and fifty-four million,
nine hundred
and seventy-three thousand, eight hundred and fourteen reais and
forty cents),
divided into 95,441,111 (ninety-five million, four hundred and
forty one
thousand, one hundred and eleven) shares without nominal value,
all nominative,
being 49,429,897 (forty-nine million, four hundred and twenty-nine
thousand,
eight hundred and ninety-seven) common shares and 46,011,214 (forty-six
million,
eleven thousand, two hundred and fourteen) preferred book-entry
shares.
§1º
-
The Company is authorized to increase its paid-in capital, independent
of
altering its bylaws, on deliberation by the Board of Directors,
until it reaches
the figure of R$ 4,500,000,000.00 (four billion, five hundred million
reais),
through the issue of common or preferred shares, without keeping
the existing
proportion, observing the limit of 2/3 (two thirds) in preferred
shares, of the
total shares issued.”
It
is
understood that, in light of the projects of Share Exchange of
CBPI and DPPI to
occur simultaneously with the Share Exchange, and the final result
of the public
share offerings for the shares of RPI, DPPI, CBPI, the capital
increase
resulting from the Share Exchange and the Ultrapar´s paid-in capital, subscribed
for and paid for, may suffer alterations resulting in paid-in capital
different
from that shown above.
5.2. Alterations
of the Bylaws of RPI. As a result of the Share Exchange, the bylaws of
RPI will be altered so as to reflect its transformation into a
wholly owned
subsidiary of ULTRAPAR. Accordingly, the following proposal will
be submitted to
the shareholders of RPI for alteration of Article 1 of the bylaws:
“Art.
1: The Company, called REFINARIA DE PETRÓLEO IPIRANGA S.A., is a
limited company, a wholly-owned subsidiary of Ultrapar Participações S.A.,
governed by the Brazilian corporation law, applicable legislation
and by the
present bylaws.”
SIXTH
CLAUSE
REASONS
FOR THE SHARE EXCHANGE
6.1. Reasons
for the Share Exchange. The managements of ULTRAPAR and RPI decided to carry
out the Share Exchange, being of the opinion that it is in the
best interest of
the companies involved, in light of the foregoing, particularly
because of
the:
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|
(a)
|
simplification
of the complex corporate structure of the Ipiranga Group;
|
|
|
(b)
|
strengthening
of Ipiranga Group Companies by eliminating the complex
capital and
corporate structure, thus enabling an improved operational
and
administrative efficiency, and a greater capacity to
make investments for
the companies that comprised the Ipiranga
Group;
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|
|
(c)
|
specialization
and development of the businesses that comprise the Ipiranga
Group;
|
|
|
(d)
|
alignment
of the interests of all the shareholders of the
companies;
|
|
|
(e)
|
increase
in the liquidity of the shares of all companies, to the
extent that the
shareholder base will be widened through the concentration
of all
shareholders of the companies into a single company,
with shares traded in
stock exchanges in Brazil and in New York through ADRs;
and
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|
|
(f)
|
extension
of ULTRAPAR’s recognized corporate governance standards to all
shareholders of RPI, particularly with regard to the
100% tag-along right
for preferred shares.
|
SEVENTH
CLAUSE
TYPE
OF
SHARES TO BE DELIVERED TO THE SHAREHOLDERS OF RPI
7.1. Shares
to Be Delivered to the Shareholders of RPI. The holders
of preferred and common
shares of RPI will receive, in replacement for their shares, preferred
shares of
ULTRAPAR, in accordance with Clause 1 above, which is justified as
a way of permitting the non-controlling shareholders of RPI to
participate in
the type of shares of ULTRAPAR, where liquidity is concentrated
and whose
trading is permitted both in Brazil and abroad.
EIGHTH
CLAUSE
COMPOSITION
OF PAID-IN CAPITAL OF ULTRAPAR AFTER THE SHARE EXCHANGE
8.1. Subscribed
Paid-in Capital of ULTRAPAR after the Share Exchange. The subscribed paid-in
capital of ULTRAPAR will have a value of R$ 1,654,973,814.40 (one
billion, six
hundred and fifty-four million, nine hundred and seventy-three
thousand, eight
hundred and fourteen reais and forty cents) and will be represented
by
49,429,897 (forty-nine million, four hundred and twenty-nine thousand,
eight
hundred and ninety-seven) common shares and 46,011,214 (forty-six
million,
eleven thousand, two hundred and fourteen) preferred shares, nominative
and
without nominal value, subject to Clause 5.1.
NINTH
CLAUSE
APPRAISAL
RIGHTS AND APPRAISAL VALUE FOR THE SHARES
9.1. Appraisal
Rights of the Shareholders of ULTRAPAR and RPI. As specified below, and in
accordance with the terms of Article 252, §1º and §2º of Brazilian Corporation
Law, the appraisal right of the shareholders of ULTRAPAR and RPI
shall be
guaranteed, for those who do not agree with the terms of the Share
Exchange,
that dissent from, abstain on resolutions or fail to attend the
relevant Special
General Meeting and who expressly declare their intention to exercise
their
appraisal right, within a period of 30 (thirty) days counted from
the date of
publication of the minutes of the respective Special Shareholders
Meeting that
approves the Share Exchange , , . The respective amount to be paid
for the
appraisal right shall depend on the completion of the transaction,
as set forth
in article 230 of Law 6.404/76, and the payment thereof shall be
made by the
respective company up to the third business day following the date of completion
of the respective transaction. The appraisal rights shall only be
assured to the shareholder that proves to be the owner of the shares
regarding
which the appraisal rights were exercised, pursuant to art. 137,
paragraph 1, of
Law 6.404/76.
9.2. Amount
to be paid to Shareholders of ULTRAPAR and RPI. The dissenting
shareholders of Ultrapar shall be entitled to repayment of their
shares in the
amount of twenty-three reais and eighty-six cents (R$ 23.86) according to
the last balance sheet approved, that is, as of December 31, 2006.
The
dissenting shareholders of RPI shall be entitled to repayment of
their shares at
the amount of nineteen reais and fifty cents (R$ 19.50) according to the
last balance sheet approved, that is, as of December 31, 2006;
9.2.1. Considering
that the exchange ratio proposed to the non-controlling shareholders,
in
accordance with Clause 1.1, is more advantageous than that resulting from
comparisons to shareholder´s equity at market values, under the terms of § 3º of
Article 264 of Brazilian Corporation Law, the common shareholders
of RPI
dissenting
from the respective special shareholders meeting that approves
the corporate
transaction cannot exercise the appraisal rights based on the shareholder´s’
equity at market values, but rather based on shareholders’ equity at book
value.
9.2.2. The
dissenting shareholders may, upon the exercise of the appraisal
rights, request
a special balance sheet for the company, according to the provisions
of article
45, par. 2 of the Brazilian Corporation Act. In such event, after the
expiration of the period determined for the Share Exchange to be
reconsidered,
pursuant to article 137, par. 3, of the Brazilian Corporation Act,
the
shareholder will receive 80% of the amount to be paid for the appraisal
rights,
and the balance, if any, shall be paid within one hundred and twenty
(120) days
from the date of the resolution at the special shareholders
meeting.
TENTH
CLAUSE
APPROVAL
BY THE GENERAL SHAREHOLDERS MEETINGS OF ULTRAPAR AND RPI
10.1. General
Shareholders Meetings. For the implementation of the Share Exchange,
extraordinary general shareholders meetings will be held for the
shareholders of
ULTRAPAR and RPI, at which the respective shareholders must deliberate
on the
matters necessary for the Share Exchange.
ELEVENTH
CLAUSE
GENERAL
TERMS
11.1.
Absence of Succession. Upon the completion of the
Share Exchange, ULTRAPAR will not absorb the assets, rights, liabilities
and
responsibilities of RPI, which will continue to exist as a separate
company, and
there will be no succession.
11.2 Documents
Available to Shareholders. All the documents mentioned in this
Protocol and Justification are available to the shareholders of
ULTRAPAR and RPI
as of this date, and may be obtained from the following addresses: (a) for
shareholders of RPI, at Rua Engenheiro Heitor Amaro Barcellos,
551, in the City
of Rio Grande, in the State of Rio Grande do Sul and (b) for shareholders
of
ULTRAPAR, at Avenida Brigadeiro Luiz Antonio, 1343, 8th floor,
in the city of
São Paulo, in the state of São Paulo.
11.3
Communication of the Share Exchange to the Authorities. The acquisition
of the Ipiranga Group, including the Share Exchange, has been communicated
to
the Administrative Counsel for the Economic Defense - CADE, the
Brazilian
antitrust authority. Any other communications necessary with regard
to the Share Exchange will be submitted to the applicable governmental
authorities, under the terms of the applicable legislation.
11.4
Registration with the SEC. The Share Exchanges and the respective
issuances of new shares by Ultrapar are subject to applicable registrations
with
the United States Securities and Exchange Commission.
11.5
Profit Sharing for the Year 2007. The shares to be issued by
Ultrapar as a result of the Share Exchange shall be fully entitled
to all
dividends and interest on share capital that may be declared after
the issuance
thereof.
11.6
Re-evaluation. Both ULTRAPAR and RPI, reserve the
right to re-evaluate the Share Exchange, in case of payment of
appraisal
amounts, resulting from the exercise of appraisal rights by shareholders
who
declare their dissent on a timely basis, which put their financial
stability at
risk, under the terms of §3º of Article 137 of Brazilian Corporation
Law.
11.7 Survival
of Valid Clauses. In the event of any particular clause, item, term, or
condition in this Protocol and Justification being considered invalid,
the other
clauses, items, terms, and conditions not affected by this invalidation,
shall
not be affected.
11.8 Jurisdiction.
The Judiciary District of the Capital of the State of São Paulo is hereby
elected for the settling of any and all questions arising from
this Protocol and
Justification, waiving the right of any other, however privileged
it may be or
may become.
AND,
BEING
DULY IN AGREEMENT, hereby sign this Protocol and Justification in the
form of 2 (two) identical copies of equal content, together with
two witnesses
whose details appear below.
São
Paulo,
November 9, 2007.
[Signing
page 1 of 1 of the Protocol and Justification for the Share Exchange
issued by
Refinaria de Petróleo
Ipiranga
S.A. by Ultrapar Participações S.A.]
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ULTRAPAR
PARTICIPAÇÕES S.A.
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Name:
Position:
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Name:
Position:
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REFINARIA
DE PETRÓLEO IPIRANGA S.A.
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Name:
Position:
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Name:
Position:
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WITNESSES
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Name:
RG:
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Name:
RG:
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Item
11
PROTOCOL
AND JUSTIFICATION OF THE SHARE EXCHANGE OF DISTRIBUIDORA DE
PRODUTOS DE PETRÓLEO
IPIRANGA S.A.
BY ULTRAPAR PARTICIPAÇÕES S.A.
BY ULTRAPAR PARTICIPAÇÕES S.A.
BETWEEN
DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A.
AND
ULTRAPAR
PARTICIPAÇÕES S.A.
________________________________
DATED
NOVEMBER 9, 2007
________________________________
Protocol
and Justification of the Share exchange of DISTRIBUIDORA DE PRODUTOS
DE PETRÓLEO IPIRANGA S.A by Ultrapar Participações S.A.
Under
this
agreement, the parties set out below:
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a.
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DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A, a limited company, whose
headquarters are located at Avenida Dolores Alcaraz
Caldas, 90, in the
City of Porto Alegre, in the State of Rio Grande
do Sul, inscribed on the
National Corporate Registry (CNPJ/MF) under No.
92.689.256/0001-76
(“DPPI”), in this act represented in accordance
with its bylaws, in
its capacity as the company whose shares are to
be exchanged;
and
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b.
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Ultrapar
Participações S.A., a limited company, whose headquarters are
located at
Avenida Brigadeiro Luiz Antonio, 1343, 9th floor, in
the City of São
Paulo, in the State of São Paulo, inscribed on the National Corporate
Registry (CNPJ/MF) under No. 33.256.439/0001-39 (“ULTRAPAR”), in
this act represented in accordance with its bylaws,
in the capacity of the
company whose shares will be
received;
|
Duly
agreed between them, hereby commit themselves to this Protocol
and Justification
of the Share Exchange Issued of DISTRIBUIDORA DE PRODUTOS DE
PETRÓLEO IPIRANGA
S.A by Ultrapar Participações S.A. (“Protocol and Justification”), in
accordance with Articles 224 and 225 of Law nº 6.404/76 (“Brazilian Corporation
Law.”).
Whereas,
on March 18, 2007, ULTRAPAR, Petróleo Brasileiro S.A. (“Petrobras”) and
Braskem S.A. (“Braskem”) entered into an investment agreement for the
acquisition of all the shares issued by Companhia Brasileira
de Petróleo
Ipiranga (“CBPI”), Refinaria de Petróleo Ipiranga S.A. (“RPI”) and
DPPI held by controlling shareholders of RPI and DPPI (“Investment Agreement
”);
Whereas,
under the terms of the Investment Agreement and in accordance
with the Relevant
Notice published on March 19, 2007, the transaction of the acquisition
of the
Ipiranga Group involves several stages, including, among others,
(a) the
acquisition of the shares issued by RPI, DPPI and CBPI by ULTRAPAR,
(b) the
carrying out of public share offerings of RPI, DPPI, CBPI and
(c) the Share
Exchange of RPI, DPPI and CBPI for preferred shares of ULTRAPAR
(with respect to
each of RPI, DPPI and CBPI, a “Share Exchange” and together, the “Share
Exchanges”);
Whereas,
upon the conclusion of phase (a) above, RPI, DPPI and CBPI became
directly or
indirectly controlled by ULTRAPAR, in accordance with Article
116 of Brazilian
Corporation Law;
Whereas,
in addition to phase (a), phase (b) above was also completed
and that the
managements of ULTRAPAR and DPPI intend, through this Protocol
and
Justification, to establish the terms and conditions proposed
for phase (c), the
Share Exchange;
Whereas
RPI, DPPI and CBPI (together, the “Ipiranga Companies”) have a complex corporate
structure, to the extent that they consist of various companies
that operate in
the same sector, having stakes in each other;
Whereas
the Ipiranga Companies have an asymmetric base and shareholding
structure, to
the extent that there are three groups of different minority
shareholders, in
each of the companies and that the companies hold preferred shares
issued with
different characteristics;
Whereas
this corporate structure impairs the operational, administrative
and
shareholding efficiency of Ipiranga companies;
Whereas
the Share Exchanges, among other benefits, aim to resolve these
questions, on
behalf of, and in the interest of, all the companies, to the
extent that it will
simplify the corporate structure of the Ipiranga Companies, increasing
their
size and operational freedom, and ensuring their strengthening;
Whereas
the Share Exchanges, in addition to the evident benefits for
the Ipiranga
Companies, will provide additional benefits to the shareholders
of the Ipiranga
Companies, by allowing them to participate in a listed company
that will
concentrate the shareholder bases of the four companies, which
should ensure
greater liquidity for the shares of all shareholders, to the
extent that it will
broaden the shareholder base, which will thus consist of shareholders
of
ULTRAPAR, RPI, CBPI and DPPI, with shares traded on the São Paulo and New York
stock exchanges;
Whereas,
in addition to the increased liquidity, the Share Exchanges will
provide the
shareholders of the Ipiranga Companies a stake in ULTRAPAR, which
is a company
recognized for its good corporate governance structure and with
all the
interests of its shareholders aligned, an example being the tag-along
right granted to the preferred shares of ULTRAPAR;
Whereas
ULTRAPAR, in its capacity as controlling shareholder of the Ipiranga
Companies,
has an interest in strengthening these companies and adopting
measures to
improve their efficiency;
Whereas
taking into consideration that the managements of ULTRAPAR and
DPPI consider the
Share Exchange to be an essential step in order to achieve these
objectives;
The
managements of Ultrapar and DPPI hereby resolve, in accordance
with Articles
224, 225, 252 and 264 of Brazilian Corporation Law, to sign this
Protocol and
Justification in accordance with the following terms and
conditions.
First
Clause
Number,
Type and Class of Shares to Be Attributed
1.1. Number,
Type and Class of Shares to be attributed. As a result of the Share Exchange
of DPPI, 0.64048 preferred shares issued by ULTRAPAR shall be
attributed to each
1 (one) share, preferred or ordinary, issued by DPPI.
1.2. Criteria
Used to Determine the Exchange Ratio. The established exchange ratio was
determined based on the criteria of future profitability prospects
of ULTRAPAR
and DPPI, in accordance with the valuations contained in Annex II and
Annex III hereto.
1.3. Fractions
of Shares. Fractions of shares resulting from the replacement of the
ownership stake of each shareholder of DPPI will be sold at an
auction to be
held on the São Paulo Stock Exchange – BOVESPA, the resulting amounts being made
available for the respective shareholders after the financial
settlement of the
shares sold at auction.
Second
Clause
Criteria
for the Valuation of the Shareholder’s Equity of ULTRAPAR and DPPI
2.1. Shareholder´s
Equity. The shares issued by DPPI were valuated based on their
Shareholder´s Equity, in accordance with the balance sheet as of September
30,
2007, audited by KPMG Independent Auditors (“KPMG”). The specialized
company KPMG Independent Auditors was chosen for this valuation,
its
headquarters being at Rua Dr. Renato Paes de Barros, 33, 14th
floor, in the City
of São Paulo, in the State of São Paulo, inscribed on the National Corporate
Registry of the Ministry of Finance under Nº 57.755.217/0001-29 and under the
Regional Accounting Council under Nº 2SP014428/O-6, represented by its partner
Pedro Augusto de Melo. The choice and hiring of KPMG must be ratified
by the shareholders of ULTRAPAR and DPPI. The base date of the
valuation was September 30, 2007, in accordance with the report
in Annex
I (“Accounting Report”), in the amount of R$909,971,402.47 (nine
hundred and nine million, nine hundred and seventy-one thousand
and four hundred
and two reais and forty-seven cents) for all the shares of DPPI.
2.2. Valuation
based on the prospect of future profitability. Deutsche Bank Securities Inc.
(“Deutsche Bank”), a company with its headquarters at 60 Wall Street,
New
York, NY, United States of America, was
hired
by
ULTRAPAR to valuate ULTRAPAR and DPPI based on their prospects
for future
profitability, producing for this purpose an economic-financial
analysis
contained in Annex II (“Economic-Financial Valuation (Deutsche
Bank)”) for the purpose of setting the exchange ratios set forth
in
Clause 1.1. for the Share Exchange. In the same way,
Investment Bank Credit Suisse (Brasil) S.A. (“Credit Suisse”), a company
with its headquarters at Avenida Brigadeiro Faria Lima, 3064,
13th floor, in the
City of São Paulo, in the State of São Paulo, was hired by DPPI to conduct the
valuation presented in Annex III, based on the prospect of future
profitability of ULTRAPAR and DPPI (“Economic-Financial Valuation (Credit
Suisse)”). The valuations of Deutsche Bank and Credit Suisse are
based on
balance sheets as of December 31, 2006 and September 30, 2007,
respectively.
2.3. Valuation
of Shareholder´s Equity at Market Values. For the purposes of complying with
Article 264 of Brazilian Corporation Law, a specialized company was chosen:
Apsis Consultoria Empresarial S/C Ltda., with its headquarters
at Rua São José,
90, Group 1802, Rio de Janeiro, RJ, inscribed on the National
Corporate Registry
of the Ministry of Finance under No. 27.281.922/0001-70, represented
by its
partner-director Ana Cristina França Souza, to prepare a valuation report
of the Shareholder´s Equity of ULTRAPAR and DPPI at market values. The
valuations of ULTRAPAR and DPPI were carried out according to
the same criteria
and base date of September 30, 2007, as shown in the report contained
in
Annex IV (“Report of Shareholder Equity at Market Values”), which
resulted, exclusively for the purpose contained in the initial
paragraph of
Article 264 of Brazilian Corporation Law¸ in the exchange ratio of 0.644359
shares issued by ULTRAPAR for each share issued by DPPI.
2.4. Treatment
of Subsequent Equity variations. From September 30, 2007, the base
date for the Share Exchange, variations in the value of DPPI´s equity value that
occur before the date on which the Share Exchange is carried
out, will be
recorded to at ULTRAPAR under the equity income result.
Third
Clause
Shares
of
a Company Held by Another and Shares Held in Treasury
3.1. Treatment
of the Shares of a Company Held by Another. There are no shares issued by
ULTRAPAR which are held by DPPI. The shares issued by DPPI, which are
held by ULTRAPAR, will continue to be held by ULTRAPAR. Any
reciprocal stake, as a consequence of the ownership of the shares
issued by
ULTRAPAR, held by DPPI as a result of the corporate reorganization,
if this
should be the case, will be eliminated within the legal time
limit, in
accordance with Article 244, paragraph 5 of Brazilian Corporation
Law.
3.2. Treatment
of Shares Held in Treasury. There are no shares issued by DPPI in
treasury.
Fourth
Clause
Capital
Increase of ULTRAPAR
4.1.
Increase in the Subscribed Paid-in Capital of ULTRAPAR. The Share
Exchange will result in an increase in the paid-in capital of
ULTRAPAR, through
the transfer of all the shares of the shareholders of DPPI to
the paid-in
capital of ULTRAPAR. The subscribed paid-in capital of ULTRAPAR, of
R$946,034,662.97 (nine hundred and forty-six million, thirty-four
thousand, six
hundred and sixty-two reais and ninety-seven cents), will be
increased by
R$595,815,096.79 (five hundred and ninety five million, eight
hundred and
fifteen thousand, ninety-six reais and seventy-nine cents), based
on the
economic valuation and the terms of Article 226 and §1º of Article 252 of
Brazilian Corporation Law. 11,863,286 (eleven million, eight
hundred and sixty
three thousand, two hundred and eighty-six) new preferred shares,
nominative,
with no nominal value, of ULTRAPAR will be issued. These shares
will be
exchanged for the shares issued by DPPI (except for those held
by ULTRAPAR) and
attributed to DPPI shareholders (except for ULTRAPAR) in accordance
with the
exchange ratio set forth in Clause 1.1.
4.2.
Wholly-Owned Subsidiary. As a result of the Share Exchange, DPPI will
become a wholly owned subsidiary of ULTRAPAR. DPPI shareholders
will become
shareholders of ULTRAPAR, based on the
exchange
ratio established in this Protocol and Justification, and in
proportion of their
shareholdings.
Fifth
Clause
Alterations
of the Bylaws of ULTRAPAR and DPPI
5.1. Alterations
of the Bylaws of ULTRAPAR. As a result of the Share Exchange, the
bylaws of ULTRAPAR will have to be altered so as to reflect the
increase in
paid-in capital and the number of shares into which it will be
split.
Accordingly, the following proposal will be submitted to the
shareholders of
ULTRAPAR for a change in the initial paragraph of Article 5º of the bylaws, as
well as the following proposal for the alteration of paragraph
1º of the
referred article:
“Art.
5º The paid-in capital, subscribed and paid for, amounts to R$
1,541,849,759.76 (one billion, five hundred and forty-one million,
eight hundred
and forty-nine thousand, seven hundred and fifty-nine reais and
seventy-six
cents), divided into 93,188,695 (ninety-three million, one hundred
and
eighty-eight thousand, six hundred and ninety-five) shares without nominal
value, all nominative, being 49,429,897 (forty-nine million,
four hundred and
twenty-nine thousand, eight hundred and ninety-seven) common
shares and
43,758,798 (forty-three million, seven hundred and fifty-eight
thousand, seven
hundred and ninety- eight) preferred book-entry shares.
§1º
-
The Company is authorized to increase its paid-in capital, independent
of
altering its bylaws, on deliberation by the Board of Directors,
until it reaches
the figure of R$ 4,500,000,000.00 (four billion, five hundred
million reais),
through the issue of common or preferred shares, without keeping
the existing
proportion, observing the limit of 2/3 (two thirds) in preferred
shares, of the
total shares issued.”
It
is
understood that, in light of the projects of Share Exchange of
RPI and CBPI to
occur simultaneously with the Share Exchange, and the final result
of the public
share offerings for the shares of RPI, DPPI, CBPI, the capital
increase
resulting from the Share Exchange and the Ultrapar´s paid-in capital, subscribed
for and paid for, may suffer alterations resulting in paid-in
capital different
from that shown above.
5.2. Alterations
of the Bylaws of DPPI. As a result of the Share Exchange, the bylaws
of DPPI will be altered so as to reflect its transformation into
a wholly owned
subsidiary of ULTRAPAR. Accordingly, the following proposal will
be submitted to
the shareholders of DPPI for alteration of Article 1 of the bylaws:
“Art.
1: The Company, called DISTRIBUIDORA DE PRODUTOS DE PETRÓLEO IPIRANGA
S.A., is a limited company, a wholly-owned subsidiary of Ultrapar
Participações
S.A., governed by the Brazilian corporation law, applicable legislation
and by
the present bylaws.”
Sixth
Clause
Reasons
for the Share Exchange
6.1. Reasons
for the Share Exchange. The managements of ULTRAPAR and DPPI decided to
carry out the Share Exchange, being of the opinion that it is
in the best
interest of the companies involved, in light of the foregoing,
particularly
because of the:
|
(a)
|
simplification
of the complex corporate structure of the Ipiranga
Group;
|
|
(b)
|
strengthening
of Ipiranga Group Companies by eliminating the complex
capital and
corporate structure, thus enabling an improved operational
and
administrative efficiency, and a greater capacity to
make investments, for
the Companies that comprised the Ipiranga
Group
|
|
(c)
|
specialization
and development of the businesses that comprise the
Ipiranga Group;
|
|
(d)
|
alignment
of the interests of all the shareholders of the
companies;
|
|
(e)
|
increase
in the liquidity of the shares of all companies, to
the extent that the
shareholder base will be widened through the concentration
of all
shareholders of the companies into a single company,
with shares traded in
stock exchanges in Brazil and in New York through ADRs;
and
|
|
(f)
|
extension
of ULTRAPAR’s recognized corporate governance standards to all
shareholders of DPPI, particularly with regard to the
100% tag-along right
for preferred shares.
|
Seventh
Clause
Type
of
Shares to Be Delivered to the Shareholders of DPPI
7.1. Shares
to Be Delivered to the Shareholders of DPPI. The holders of preferred and
common shares of DPPI will receive, in replacement for their
shares, preferred
shares of ULTRAPAR, in accordance with Clause 1 above, which is justified
as a way of permitting the non-controlling shareholders of DPPI
to participate
in the type of shares of ULTRAPAR, where liquidity is concentrated
and whose
trading is permitted both in Brazil and abroad.
Eighth
Clause
Composition
of Paid-in Capital of ULTRAPAR After the Share Exchange
8.1. Subscribed
Paid-in Capital of ULTRAPAR after the Share Exchange. The subscribed paid-in
capital of ULTRAPAR will have a value of R$ 1,541,849,759.76
(one billion, five
hundred and forty-one million, eight hundred and forty-nine thousand,
seven
hundred and fifty-nine reais and seventy-six cents) and will
be represented by
49,429,897 (forty-nine million, four hundred and twenty-nine
thousand, eight
hundred and ninety-seven) common shares and 43,758,798 (forty-three
million,
seven hundred and fifty-eight thousand, seven hundred and ninety-eight)
preferred shares, nominative and without nominal value, subject
to Clause
5.1.
Ninth
Clause
Appraisal
Rights and Appraisal Value for the Shares
9.1. Appraisal
Rights of the Shareholders of ULTRAPAR and DPPI. As specified below, and in
accordance with the terms of Article 252, §1º and §2º of Brazilian Corporation
Law, the appraisal right of the shareholders of ULTRAPAR and
DPPI shall be
guaranteed, for those who do not agree with the terms of the
Share Exchange,
that dissent from, abstain on resolutions or fail to attend the
relevant Special
General Meeting and who expressly declare their intention to
exercise their
appraisal right, within a period of 30 (thirty) days counted
from the date of
publication of the minutes of the respective Special Shareholders
Meeting that
approves the Share Exchange. The respective amount to be paid
for the appraisal
right shall depend on the completion of the transaction, as set
forth in article
230 of Law 6.404/76, and the payment thereof shall be made by
the respective
company up to the third business day following the date of completion
of the
respective transaction. The appraisal rights shall only be assured to
the shareholder that proves to be the owner of the shares regarding
which the
appraisal rights were exercised, pursuant to art. 137, paragraph
1, of Law
6.404/76.
9.2. Amount
to be paid to Shareholders of ULTRAPAR and DPPI. The dissenting
shareholders of Ultrapar shall be entitled to repayment of their
shares in the
amount of twenty-three reais and eighty-six cents (R$ 23.86) according to
the last balance sheet approved, that is, as of December 31,
2006. The
dissenting shareholders of DPPI shall be entitled to repayment
of their shares
at the amount of twenty and five reais and thirteen cents (R$ 25.13)
according to the last balance sheet approved, that is, as of
December 31,
2006;
9.2.1. As
a
result of the Share Exchange of parent company and affiliates,
pursuant to
article 264 of Law 6.404/76, it was concluded based on
the
Market
Value Shareholders’ Equity Report and Pursuant to article 264, par. 3 of Law
6.404/76, DPPI’s shareholders may choose to have their shares repaid based on
the shareholders’ equity amount at market value of such company, which is
thirty-three reais and fifty-five cents (R$ 33.55) per share, according to
the Market Value Shareholders’ Equity Report.
9.2.2. The
dissenting shareholders may, upon the exercise of the appraisal
rights, request
a special balance sheet for the company, according to the provisions
of article
45, par. 2 of the Brazilian Corporation Law. In such event, after the
expiration of the period determined for the Share Exchange to
be reconsidered,
pursuant to article 137, par. 3, of the Brazilian Corporation
Act, the
shareholder will receive 80% of the amount to be paid for the
appraisal rights,
and the balance, if any, shall be paid within one hundred and
twenty (120) days
from the date of the resolution at the special shareholders
meeting.
Tenth
Clause
Approval
by the General Shareholders Meetings of Ultrapar and DPPI
10.1. General
Shareholders Meetings. For the implementation of the Share Exchange,
extraordinary general shareholders meetings will be held for
the shareholders of
ULTRAPAR and DPPI, at which the respective shareholders must
deliberate on the
matters necessary for the Share Exchange.
Eleventh
Clause
General
Terms
11.1. Absence
of Succession. Upon the completion of the Share Exchange, ULTRAPAR
will not absorb the assets, rights, liabilities and responsibilities
of DPPI,
which will continue to exist as a separate company, and there
will be no
succession.
11.2 Documents
Available to Shareholders. All the documents mentioned in this
Protocol and Justification are available to the shareholders
of ULTRAPAR and
DPPI as of this date, and may be obtained from the following
addresses: (a)
for shareholders of DPPI, at Avenida Dolores Alcaraz Caldas,
90, in the City of
Porto Alegre, in the State of Rio Grande do Sul and (b) for shareholders
of
ULTRAPAR, at Avenida Brigadeiro Luiz Antonio, 1343, 8th floor,
in the city of
São Paulo, in the state of São Paulo.
11.3.
Communication
of the Share Exchange to the Authorities. The acquisition of the Ipiranga
Group, including the Share Exchange, has been communicated to
the Administrative
Counsel for the Economic Defense - CADE, the Brazilian antitrust
authority. Any other communications necessary with regard to the
Share Exchange will be submitted to the applicable governmental
authorities,
under the terms of the applicable legislation.
11.4.
Registration
with the SEC. The Share Exchanges and the respective issuances of new
shares
by Ultrapar are subject to applicable registrations with the
United States
Securities and Exchange Commission.
11.5.
Profit
Sharing for the Year 2007. The shares to be issued by Ultrapar as a result
of the Share Exchange shall be fully entitled to all dividends
and interest on
share capital that may be declared after the issuance thereof.
11.6.
Re-evaluation.
Both ULTRAPAR and DPPI, reserve the right to re-evaluate the
Share Exchange, in
case of payment of appraisal amounts, resulting from the exercise
of appraisal
rights by shareholders who declare their dissent on a timely
basis, which put
their financial stability at risk, under the terms of §3º of Article 137 of
Brazilian Corporation Law.
11.7.
Survival
of Valid Clauses. In the event of any particular clause, item, term, or
condition in this Protocol and Justification being considered
invalid, the other
clauses, items, terms, and conditions not affected by this invalidation,
shall
not be affected.
11.8.
Jurisdiction.
The Judiciary District of the Capital of the State of São Paulo is hereby
elected for the settling of any and all questions arising from
this Protocol and
Justification, waiving the right of any other,
however
privileged it may be or may become.
And,
being
duly in agreement, hereby sign this Protocol and Justification
in the form of 2
(two) identical copies of equal content, together with two witnesses
whose
details appear below.
São
Paulo,
November 9, 2007.
[Signing
page 1 of 1 of the Protocol and Justification for the Share Exchange
issued by
DISTRIBUIDORA DE PRODUTOS DE PETRÓLEO IPIRANGA S.A by Ultrapar
Participações S.A.]
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ULTRAPAR
PARTICIPAÇÕES S.A.
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_______________________________
Name:
Position:
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_______________________________
Name:
Position:
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DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A
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_______________________________
Name:
Position:
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_______________________________
Name:
Position:
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WITNESSES
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_______________________________
Name:
RG:
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_______________________________
Name:
RG:
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Item
12
PROTOCOL
AND JUSTIFICATION OF THE SHARE EXCHANGE OF COMPANHIA BRASILEIRA
DE PETRÓLEO IPIRANGA BY ULTRAPAR PARTICIPAÇÕES S.A.
BETWEEN
COMPANHIA
BRASILEIRA DE PETRÓLEO IPIRANGA.
AND
ULTRAPAR
PARTICIPAÇÕES S.A.
________________________________
DATED
NOVEMBER 9, 2007
________________________________
Protocol
and Justification of the Share exchange Issued by Companhia
Brasileira de Petróleo Ipiranga by Ultrapar Participações
S.A.
Under
this
agreement, the parties set out below:
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a.
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Companhia
Brasileira de Petróleo Ipiranga, a limited company, whose
headquarters are located at Rua Francisco Eugênio, 329, in the City of Rio
de Janeiro, in the State of Rio de Janeiro, inscribed
on the National
Corporate Registry (CNPJ/MF) under No. 33.069.766/0001-81
(“CBPI”),
in this act represented in accordance with its
bylaws, in its capacity as
the company whose shares are to be exchanged;
and
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|
b.
|
Ultrapar
Participações S.A., a limited company, whose headquarters are
located at
Avenida Brigadeiro Luiz Antonio, 1343, 9th floor,
in the City of São
Paulo, in the State of São Paulo, inscribed on the National Corporate
Registry (CNPJ/MF) under No. 33.256.439/0001-39 (“ULTRAPAR”), in
this act represented in accordance with its bylaws,
in the capacity of the
company whose shares will be
received;
|
Duly
agreed between them, hereby commit themselves to this Protocol
and Justification
of the Share Exchange of Companhia Brasileira de Petróleo Ipiranga by Ultrapar
Participações S.A. (“Protocol and Justification”), in accordance with
Articles 224 and 225 of Law nº 6.404/76 (“Brazilian Corporation
Law.”).
Whereas,
on March 18, 2007, ULTRAPAR, Petróleo Brasileiro S.A. (“Petrobras”) and
Braskem S.A. (“Braskem”) entered into an investment agreement for the
acquisition of all the shares issued by Refinaria de Petróleo Ipiranga S.A.
(“RPI”), Distribuidora de Produtos de Petróleo Ipiranga S.A.
(“DPPI”) and CBPI held by controlling shareholders of RPI
and DPPI
(“Investment Agreement ”);
Whereas,
under the terms of the Investment Agreement and in accordance
with the Relevant
Notice published on March 19, 2007, the transaction of the
acquisition of the
Ipiranga Group involves several stages, including, among others,
(a) the
acquisition of the shares issued by RPI, DPPI and CBPI by ULTRAPAR,
(b) the
carrying out of public share offerings of RPI, DPPI, CBPI and
(c) the Share
Exchange of RPI, DPPI and CBPI for preferred shares of ULTRAPAR
(with respect to
each of RPI, DPPI and CBPI, a “Share Exchange” and together, the “Share
Exchanges”);
Whereas,
upon the conclusion of phase (a) above, RPI, DPPI and CBPI
became directly or
indirectly controlled by ULTRAPAR, in accordance with Article
116 of Brazilian
Corporation Law;
Whereas,
in addition to phase (a), phase (b) above was also completed
and that the
managements of ULTRAPAR and CBPI intend, through this Protocol
and
Justification, to establish the terms and conditions proposed
for phase (c),the
Share Exchange;
Whereas
RPI, DPPI and CBPI (together, the “Ipiranga Companies”) have a complex corporate
structure, to the extent that they consist of various companies
that operate in
the same sector, having stakes in each other;
Whereas
the Ipiranga Companies have an asymmetric base and shareholding
structure, to
the extent that there are three groups of different minority
shareholders, in
each of the companies and that the companies hold preferred
shares issued with
different characteristics;
Whereas
this corporate structure impairs the operational, administrative
and
shareholding efficiency of Ipiranga companies;
Whereas
the Share Exchanges, among other benefits, aim to resolve these
questions, on
behalf of, and in the interest of, all the companies, to the
extent that it will
simplify the corporate structure of the Ipiranga Companies,
increasing their
size and operational freedom, and ensuring their strengthening;
Whereas
the Share Exchanges, in addition to the evident benefits for
the Ipiranga
Companies, will provide additional benefits to the shareholders
of the Ipiranga
Companies, by allowing them to participate in a listed company
that will
concentrate the shareholder bases of the four companies, which
should ensure
greater liquidity for the shares of all shareholders, to the
extent that it will
broaden the shareholder base, which will thus consist of shareholders
of
ULTRAPAR, RPI, CBPI and DPPI, with shares traded on the São Paulo and New York
stock exchanges;
Whereas,
in addition to the increased liquidity, the Share Exchanges
will provide the
shareholders of the Ipiranga Companies a stake in ULTRAPAR,
which is a company
recognized for its good corporate governance structure and
with all the
interests of its shareholders aligned, an example being the
tag-along
right granted to the preferred shares of ULTRAPAR;
Whereas
ULTRAPAR, in its capacity as controlling shareholder of the
Ipiranga Companies,
has an interest in strengthening these companies and adopting
measures to
improve their efficiency;
Whereas
taking into consideration that the managements of ULTRAPAR
and CBPI consider the
Share Exchange to be an essential step in order to achieve
these
objectives;
The
managements of Ultrapar and CBPI hereby resolve, in accordance
with Articles
224, 225, 252 and 264 of Brazilian Corporation Law, to sign
this Protocol and
Justification in accordance with the following terms and
conditions.
First
Clause
Number,
Type and Class of Shares to Be Attributed
1.1. Number,
Type and Class of Shares to be attributed. As a result of the Share Exchange
of CBPI, 0.41846 preferred shares issued by ULTRAPAR shall
be attributed to each
1 (one) share, preferred or ordinary, issued by CBPI.
1.2. Criteria
Used to Determine the Exchange Ratio. The established exchange ratio was
determined based on the criteria of future profitability prospects
of ULTRAPAR
and CBPI, in accordance with the valuations contained in Annex II and
Annex III hereto.
1.3. Fractions
of Shares. Fractions of shares resulting from the replacement of
the
ownership stake of each shareholder of CBPI will be sold at
an auction to be
held on the São Paulo Stock Exchange – BOVESPA, the resulting amounts being made
available for the respective shareholders after the financial
settlement of the
shares sold at auction.
Second
Clause
Criteria
for the Valuation of the Shareholder’s Equity of ULTRAPAR and CBPI
2.1. Shareholder´s
Equity. The shares issued by CBPI were valuated based on their
Shareholder´s Equity, in accordance with the balance sheet as of September
30,
2007, audited by KPMG Independent Auditors (“KPMG”). The specialized
company KPMG Independent Auditors was chosen for this valuation,
its
headquarters being at Rua Dr. Renato Paes de Barros, 33, 14th
floor, in the City
of São Paulo, in the State of São Paulo, inscribed on the National Corporate
Registry of the Ministry of Finance under Nº 57.755.217/0001-29 and under the
Regional Accounting Council under Nº 2SP014428/O-6, represented by its partner
Pedro Augusto de Melo. The choice and hiring of KPMG must be ratified
by the shareholders of ULTRAPAR and CBPI. The base date of the
valuation was September 30, 2007, in accordance with the report
in Annex
I (“Accounting Report”), in the amount of R$1,839,874,344.03 (one
billion, eight hundred and thirty-nine million, eight hundred
and seventy-four
thousand, three hundred and forty-four reais and three cents)
for all the shares
of CBPI.
2.2. Valuation
based on the prospect of future profitability. Deutsche Bank Securities Inc.
(“Deutsche Bank”), a company with its headquarters at 60 Wall Street,
New
York, NY, United States of America, was
hired
by
ULTRAPAR to valuate ULTRAPAR and CBPI based on their prospects
for future
profitability, producing for this purpose an economic-financial
analysis
contained in Annex II (“Economic-Financial Valuation (Deutsche
Bank)”) for the purpose of setting the exchange ratios set forth
in
Clause 1.1. for the Share Exchange. In the same way,
Investment Bank Credit Suisse (Brasil) S.A. (“Credit Suisse”), a company
with its headquarters at Avenida Brigadeiro Faria Lima, 3064,
13th floor, in the
City of São Paulo, in the State of São Paulo, was hired by CBPI to conduct the
valuation presented in Annex III, based on the prospect of future
profitability of ULTRAPAR and CBPI (“Economic-Financial Valuation (Credit
Suisse)”). The valuations of Deutsche Bank and Credit Suisse are
based on
balance sheets as of December 31, 2006 and September 30, 2007,
respectively.
2.3. Valuation
of Shareholder´s Equity at Market Values. For the purposes of complying with
Article 264 of Brazilian Corporation Law, a specialized company was chosen:
Apsis Consultoria Empresarial S/C Ltda., with its headquarters
at Rua São José,
90, Group 1802, Rio de Janeiro, RJ, inscribed on the National
Corporate Registry
of the Ministry of Finance under No. 27.281.922/0001-70, represented
by its
partner-director Ana Cristina França Souza, to prepare a valuation report
of the Shareholder´s Equity of ULTRAPAR and CBPI at market values. The
valuations of ULTRAPAR and CBPI were carried out according
to the same criteria
and base date of September 30, 2007, as shown in the report
contained in
Annex IV (“Report of Shareholder Equity at Market
Values”), which resulted, exclusively for the purpose contained
in the
initial paragraph of Article 264 of Brazilian Corporation Law¸ in the exchange
ratio of 0.409277 shares issued by ULTRAPAR for each share
issued by
CBPI.
2.4. Treatment
of Subsequent Equity variations. From September 30, 2007, the base
date for the Share Exchange, variations the value of CBPI´s equity value that
occur before the date on which the Share Exchange is carried
out, will be
recorded to at ULTRAPAR under the equity income result.
Third
Clause
Shares
of
a Company Held by Another and Shares Held in Treasury
3.1.
Treatment
of the Shares of a Company Held by Another. There are no shares issued by
ULTRAPAR which are held by CBPI. The shares issued by CBPI, which are
held by ULTRAPAR, will continue to be held by ULTRAPAR
3.2. Treatment
of Shares Held in Treasury. There are no shares issued by CBPI in
treasury.
Fourth
Clause
Capital
Increase of ULTRAPAR
4.1. Increase
in the Subscribed Paid-in Capital of ULTRAPAR. The Share Exchange will
result in an increase in the paid-in capital of ULTRAPAR, through
the transfer
of all the shares of the shareholders of CBPI to the paid-in
capital of
ULTRAPAR. The subscribed paid-in capital of ULTRAPAR, of
R$946,034,662.97 (nine hundred and forty-six million, thirty-four
thousand, six
hundred and sixty-two reais and ninety-seven cents), will be
increased by
R$1,442,716,646.09 (one billion, four hundred and forty-two
million, seven
hundred and sixteen thousand, six hundred and forty-six reais
and nine cents),
based on the economic valuation and the terms of Article 226
and §1º of Article
252 of Brazilian Corporation Law. 28,725,960 (twenty eight
million, seven
hundred and twenty-five thousand and nine hundred and sixty)
new preferred
shares, nominative, with no nominal value, of ULTRAPAR will
be issued. These
shares will be exchanged for the shares issued by CBPI (except
for those held by
ULTRAPAR) and attributed to CBPI shareholders (except for ULTRAPAR)
in
accordance with the exchange ratio set forth in Clause
1.1.
4.2. Wholly-Owned
Subsidiary. As a result of the Share Exchange, CBPI will become a
wholly
owned subsidiary of ULTRAPAR. CBPI shareholders will become
shareholders of
ULTRAPAR, based on the exchange ratio established in this Protocol
and
Justification, and in proportion of their shareholdings.
Fifth
Clause
Alterations
of the Bylaws of ULTRAPAR and CBPI
5.1. Alterations
of the Bylaws of ULTRAPAR. As a result of the Share Exchange, the
bylaws of ULTRAPAR will have to be altered so as to reflect
the increase in
paid-in capital and the number of shares into which it will
be split.
Accordingly, the following proposal will be submitted to the
shareholders of
ULTRAPAR for a change in the initial paragraph of Article 5º of the bylaws, as
well as the following proposal for the alteration of paragraph
1º of the
referred article:
“Art.
5º The paid-in capital, subscribed and paid for, amounts to R$
2,388,751,309.05 (two billion, three hundred and eighty-eight
million, seven
hundred and fifty-one thousand, three hundred and nine reais
and five cents),
divided into 110,051,369 (one hundred and ten million, fifty-one
thousand, three
hundred and sixty-nine) shares without nominal value, all nominative,
being
49,429,897 (forty-nine million, four hundred and twenty-nine
thousand, eight
hundred and ninety-seven) common shares and 60,621,472 (sixty
million, six
hundred and twenty-one thousand, four hundred and seventy-two)
preferred
book-entry shares.
§1º
-
The Company is authorized to increase its paid-in capital,
independent of
altering its bylaws, on deliberation by the Board of Directors,
until it reaches
the figure of R$ 4,500,000,000.00 (four billion, five hundred
million reais),
through the issue of common or preferred shares, without keeping
the existing
proportion, observing the limit of 2/3 (two thirds) in preferred
shares, of the
total shares issued.”
It
is
understood that, in light of the projects of Share Exchange
of RPI and DPPI to
occur simultaneously with the Share Exchange, and the final
result of the public
share offerings for the shares of RPI, DPPI, CBPI, the capital
increase
resulting from the Share Exchange and the Ultrapar´s paid-in capital, subscribed
for and paid for, may suffer alterations resulting in paid-in
capital different
from that shown above.
5.2. Alterations
of the Bylaws of CBPI. As a result of the Share Exchange, the bylaws
of CBPI will be altered so as to reflect its transformation
into a wholly owned
subsidiary of ULTRAPAR. Accordingly, the following proposal
will be submitted to
the shareholders of CBPI for alteration of Article 1 of the
bylaws:
“Art.
1: The Company, called COMPANHIA BRASILEIRA DE PETRÓLEO IPIRANGA, is
a limited company, a wholly-owned subsidiary of Ultrapar Participações S.A.,
governed by the Brazilian corporation law, applicable legislation
and by the
present bylaws.”
Sixth
Clause
Reasons
for the Share Exchange
6.1. Reasons
for the Share Exchange. The managements of ULTRAPAR and CBPI decided to
carry out the Share Exchange, being of the opinion that it
is in the best
interest of the companies involved, in light of the foregoing,
particularly
because of the:
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(a)
|
simplification
of the complex corporate structure of the Ipiranga
Group;
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|
(b)
|
strengthening
of Ipiranga Group Companies by eliminating the complex
capital and
corporate structure, thus enabling an improved operational
and
administrative efficiency, and a greater capacity
to make investments, for
the companies that comprised the Ipiranga
Group
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|
(c)
|
specialization
and development of the businesses that comprise the
Ipiranga Group;
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(d)
|
alignment
of the interests of all the shareholders of the
companies;
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|
(e)
|
increase
in the liquidity of the shares of all companies,
to the extent that the
shareholder base will be widened through the concentration
of all
shareholders of the companies into a single company,
with shares traded in
stock exchanges in Brazil and in New York through
ADRs;
and
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(f)
|
extension
of ULTRAPAR’s recognized corporate governance standards to all
shareholders of CBPI, particularly with regard to
the 100% tag-along right
for preferred shares.
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Seventh
Clause
Type
of
Shares to Be Delivered to the Shareholders of CBPI
7.1. Shares
to Be Delivered to the Shareholders of CBPI. The holders of preferred and
common shares of CBPI will receive, in replacement for their
shares, preferred
shares of ULTRAPAR, in accordance with Clause 1 above, which is justified
as a way of permitting the non-controlling shareholders of
CBPI to participate
in the type of shares of ULTRAPAR where liquidity is concentrated
and whose
trading is permitted both in Brazil and abroad.
Eighth
Clause
Composition
of Paid-in Capital of ULTRAPAR After the Share Exchange
8.1. Subscribed
Paid-in Capital of ULTRAPAR after the Share Exchange. The subscribed paid-in
capital of ULTRAPAR will have a value of R$ 2,388,751,309.05
(two billion, three
hundred and eighty-eight million, seven hundred and fifty-one
thousand, three
hundred and nine reais and five cents) and will be represented
by 49,429,897
(forty-nine million, four hundred and twenty-nine thousand,
eight hundred and
ninety-seven) common shares and 60,621,472 (sixty million,
six hundred and
twenty-one thousand, four hundred and seventy-two) preferred
shares, nominative
and without nominal value, subject to Clause 5.1.
Ninth
Clause
Appraisal
Rights and Appraisal Value for the Shares
9.1. Appraisal
Rights of the Shareholders of ULTRAPAR and CBPI. As specified below, and in
accordance with the terms of Article 252, §1º and §2º of Brazilian Corporation
Law, the appraisal right of the shareholders of ULTRAPAR and
CBPI shall be
guaranteed, for those who do not agree with the terms of the
Share Exchange,
that dissent from, abstain on resolutions or fail to attend
the relevant Special
General Meeting and who expressly declare their intention to
exercise their
appraisal right, within a period of 30 (thirty) days counted
from the date of
publication of the minutes of the respective Special Shareholders
Meeting that
approves the Share Exchange. The respective amount to be paid
for the appraisal
right shall depend on the completion of the transaction, as
set forth in article
230 of Law 6.404/76, and the payment thereof shall be made
by the respective
company up to the third business day following the date of
completion of the
respective transaction. The appraisal rights shall only be assured to
the shareholder that proves to be the owner of the shares regarding
which the
appraisal rights were exercised, pursuant to art. 137, paragraph
1, of Law
6.404/76.
9.2. Amount
to be paid to Shareholders of ULTRAPAR and CBPI. The dissenting
shareholders of Ultrapar shall be entitled to repayment of
their shares in the
amount of twenty-three reais and eighty-six cents (R$ 23.86) according to
the last balance sheet approved, that is, as of December 31,
2006. The
dissenting shareholders of CBPI shall be entitled to repayment
of their shares
at the amount of fourteen reais and sixty-eight cents (R$ 14.68) according
to the last balance sheet approved, that is, as of December
31,
2006.
9.2.1. Considering
that the exchange ratio proposed to the non-controlling shareholders,
in
accordance with Clause 1.1, is more advantageous than that resulting from
comparisons to shareholder´s equity at market values, under the terms of § 3º of
Article 264 of Brazilian Corporation Law, the common shareholders
of CBPI
dissenting from the respective special shareholders meeting
that approves the
corporate transaction
cannot
exercise the appraisal rights based on the shareholder’s equity at market
values, but rather based on shareholder’s equity at book value.
9.2.2. The
dissenting shareholders may, upon the exercise of the appraisal
rights, request
a special balance sheet for the company, according to the provisions
of article
45, par. 2 of the Brazilian Corporation Act. In such event, after the
expiration of the period determined for the Share Exchange
to be reconsidered,
pursuant to article 137, par. 3, of the Brazilian Corporation
Law, the
shareholder will receive 80% of the amount to be paid for the
appraisal rights,
and the balance, if any, shall be paid within one hundred and
twenty (120) days
from the date of the resolution at the special shareholders
meeting.
Tenth
Clause
Approval
by the General Shareholders Meetings of Ultrapar and CBPI
10.1. General
Shareholders Meetings. For the implementation of the Share Exchange,
extraordinary general shareholders meetings will be held for
the shareholders of
ULTRAPAR and CBPI, at which the respective shareholders must
deliberate on the
matters necessary for the Share Exchange.
Eleventh
Clause
General
Terms
11.1. Absence
of Succession. Upon the completion of the Share Exchange, ULTRAPAR
will not absorb the assets, rights, liabilities and responsibilities
of CBPI,
which will continue to exist as a separate company and there
will be no
succession.
11.2 Documents
Available to Shareholders. All the documents mentioned in this
Protocol and Justification are available to the shareholders
of ULTRAPAR and
CBPI as of this date, and may be obtained from the following
addresses: (a)
for shareholders of CBPI, at Rua Francisco Eugênio, 329, in the City of Rio de
Janeiro, in the State of Rio de Janeiro and (b) for shareholders
of ULTRAPAR, at
Avenida Brigadeiro Luiz Antonio, 1343, 8th floor, in the city
of São Paulo, in
the state of São Paulo.
11.3.
Communication
of the Share Exchange to the Authorities. The acquisition of the Ipiranga
Group, including the Share Exchange, has been communicated
to the Administrative
Counsel for the Economic Defense - CADE, the Brazilian antitrust
authority. Any other communications necessary with regard to the
Share Exchange will be submitted to the applicable governmental
authorities,
under the terms of the applicable legislation.
11.4.
Registration
with the SEC. The Share Exchanges and the respective issuances of new
shares
by Ultrapar are subject to applicable registrations with the
United States
Securities and Exchange Commission.
11.5.
Profit
Sharing for the Year 2007. The shares to be issued by Ultrapar as a result
of the Share Exchange shall be fully entitled to all dividends
and interest on
share capital that may be declared after the issuance thereof.
11.6.
Re-evaluation.
Both ULTRAPAR and CBPI, reserve the right to re-evaluate the
Share Exchange, in
case of payment of appraisal amounts, resulting from the exercise
of appraisal
rights by shareholders who declare their dissent on a timely
basis, which put
their financial stability at risk, under the terms of §3º of Article 137 of
Brazilian Corporation Law.
11.7. Survival
of Valid Clauses. In the event of any particular clause, item, term, or
condition in this Protocol and Justification being considered
invalid, the other
clauses, items, terms, and conditions not affected by this
invalidation, shall
not be affected.
11.8 Jurisdiction.
The Judiciary District of the Capital of the State of São Paulo is hereby
elected for the settling of any and all questions arising from
this Protocol and
Justification, waiving the right of any other, however privileged
it may be or
may become.
And,
being
duly in agreement, hereby sign this Protocol and Justification
in the form of 2
(two) identical copies of equal content, together with two
witnesses whose
details appear below.
São
Paulo,
November 9, 2007.
[
Signing page 1 of 1 of the Protocol and Justification for the
Share Exchange
issued by Companhia Brasileira de Petróleo Ipiranga by Ultrapar
Participações S.A.]
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ULTRAPAR
PARTICIPAÇÕES S.A.
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_______________________________
Name:
Position:
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_______________________________
Name:
Position:
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COMPANHIA
BRASILEIRA DE PETRÓLEO IPIRANGA
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_______________________________
Name:
Position:
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_______________________________
Name:
Position:
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WITNESSES
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_______________________________
Name:
RG:
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_______________________________
Name:
RG:
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned,
thereunto
duly authorized.
Date: November
19, 2007
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ULTRAPAR
HOLDINGS INC.
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By:
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/s/
André Covre
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| Name: |
André
Covre
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| Title: |
Chief
Financial and Investor Relations
Officer
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(Relevant
Notice, Minutes, Convening
Notices and Protocolos)