Filer:
Ultrapar Participações S.A.
Issuer:
Ultrapar Participações S.A.
Subject
of
the offer: Refinaria de Petróleo Ipiranga S.A.,
Distribuidora
de Produtos de Petróleo Ipiranga S.A. and
Companhia
Brasileira de Petróleo Ipiranga
Commission
File Number: 333-146406
REFINARIA
DE PETRÓLEO IPIRANGA S.A.
NIRE
43300002837 - CNPJ/MF 94.845.674/0001-30
Publicly
Traded Company
Extraordinary
Shareholders Meeting
Held
on
December 18, 2007
1. Date,
time and Location. Held, after the first convening, on December 18, 2007
at 9
a.m. at the company headquarters of Refinaria de Petróleo Ipiranga S.A.
(“RPI”), located at Rua Engenheiro Heitor Amaro Barcellos, 551, in the
city of Rio Grande, in the state of Rio Grande do Sul.
2. Convening.
Convening notices were published in the newspapers: “Jornal Agora de Rio Grande”
in the editions of November 14, 16 and 19, 2007; “O Estado de São
Paulo” in the editions of November 14, 15 and 16, 2007; “Valor Econômico” in the
editions of November 14, 16 and 19, 2007; “Jornal Zero Hora” in the editions of
November 14, 15 and 16, 2007, and the “Diário Oficial do Estado do Rio Grande do
Sul” in the editions of November 14, 16 and 19, 2007.
3. Presence.
Shareholders representing more than 2/3 of the common shares of RPI, in
accordance with the signatures appearing in the Register of Shareholders
Present, thus constituting a legal quorum for the approval of the matters
cited
as the order of the day. Present were also the directors of RPI, Mrs. Elizabeth
Surreaux Ribeiro Tellechea and Mr. Sérgio Roberto Weyne Ferreira da Costa, and
representatives of KPMG Independent Auditors (“KPMG”), Deutsche Bank
Securities Inc. (“Deutsche Bank”), the Banco de Investimentos Credit
Suisse (Brasil) S.A. (“Credit Suisse”) and Apsis Consultoria Empresarial
S/C Ltda. (“Apsis”), Mrs. Fernando Richieri, Ian Reid, Marco Gonçalves
and Luiz Paulo Silveira, respectively. Present also were fiscal council member
Sr. Roberto Kutschat Neto and fiscal council member Sr. Ricardo
Magalhães.
4. Presiding.
Luiz Antônio Sampaio Campos - Chairman; Rafael Padilha Calábria
-Secretary.
5. Matters
discussed and deliberated. The Chairman announced that the objective of the
Extraordinary Shareholders Meeting was to deliberate on the proposal to exchange
the shares issued by RPI by Ultrapar Participações S.A. (“ULTRAPAR”), a
publicly traded company, whose bylaws are duly filed with the commercial
registry of the state of São Paulo - JUCESP under NIRE 35.300.109.724, inscribed under
CNPJ/MF Nº 33.256.439/0001-39, whose headquarters are located at Avenida
Brigadeiro Luiz Antonio, 1343, 9th floor, in the city of São Paulo, in the state
of São Paulo, to become a wholly-owned subsidiary of ULTRAPAR. The holders of
ordinary shares, observing the abstentions cited below, decided as
follows:
5.1. To
draw up the minutes of this meeting in the form of a summary of the
deliberations, publishing with the omission of the shareholders present,
in
accordance with Article 130 and its paragraphs, of Law 6.404/76, by which
the
declarations of vote, protest or dissent will be counted, received and
authenticated by the chairman of the meeting, and filed at company
headquarters.
5.2. To
approve the terms and conditions of the “Protocol and justification for the
exchange of the shares issued by Refinaria de Petróleo Ipiranga S.A. by
Ultrapar Participações S.A.” signed by the management of RPI and ULTRAPAR
on November 9, 2007, which envisages the replacement of 1 (one) ordinary
or
preferred share issued by RPI for 0.79850 preferred share issued by ULTRAPAR,
(Document 1) (“Protocol and
Justification ”) and all its annexes, with ratification and
approval of the hiring of the various valuation companies responsible for
the
drawing up of the valuation reports annexed to the Protocol and
Justification document, with the consequent approval of the exchange of the
shares for ULTRAPAR shares, under the terms of the Protocol and
Justification document.
5.3. To
approve the proposal to alter Article 1 of RPI's bylaws, the following sentence
be written into the bylaws: “Article 1, The Company, called REFINARIA DE
PETRÓLEO IPIRANGA S.A., is a limited company, being a wholly-owned subsidiary
of
Ultrapar Participações S.A., and governed by the legislation governing limited
companies, the applicable legislation and by these bylaws.”
5.4. To
authorise the directors of RPI to carry out all the acts necessary to formalise
the exchange of the company's shares with the relevant public bodies and
third-parties in general, including, under the terms set out in Article 252,
§2º
of Law Nº 6.404/76, subscription to the capital increase of
ULTRAPAR.
6. Quorum,
abstentions, voting declarations and protests received. All the decisions
were
taken by unanimous vote, having received statements from the shareholders:
Dynamo Brasil I LLC, Dynamo Brasil II LLC and Dynamo Brasil III LLC, with
a
protest being registered by fiscal council member, Sr. Ricardo Magalhães, which
refers back to his vote made at the company's Fiscal Council
Meeting.
7. Closing.
There being no further business
to
discuss, the minutes of this meeting were transcript, and after being read
and
approved, were signed by the shareholders representing the quorum needed
for the
approval of the decisions reached at this meeting.
This
is a
true and faithful copy of the original recorded in the minutes
book.
Rio
Grande, December 18, 2007
|
Luiz
Antônio Sampaio Campos
|
Rafael
Padilha Calábria
|
|
Chairman
|
Secretary
|
This
document relates to a proposed transaction involving Ultrapar Participações S.A.
(“Ultrapar”), Refinaria de Petróleo Ipiranga S.A. (“RPI”), Distribuidora de
Produtos de Petróleo Ipiranga S.A. (“DPPI”) and Companhia Brasileira de Petróleo
Ipiranga (“CBPI” and together with RPI and DPPI, the “Target Companies”). In
connection with the proposed transaction, Ultrapar has filed with the Securities
and Exchange Commission (“SEC”) a registration statement on Form F-4 (File no.
333-146406) (the “Registration Statement”) to register Ultrapar preferred shares
to be issued in the proposed transaction and that includes a prospectus of
Ultrapar. Ultrapar has also filed, and intends to continue to file, additional
relevant materials with the SEC. The Registration Statement and the related
prospectus contain important information about Ultrapar, the Target Companies,
the proposed transaction and related matters. Investors will be able
to obtain copies of the offering document and other documents from the SEC's
Public Reference Room at 100 F Street N.E., Washington D.C., 20549. Please
call
the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room.
The documents may also be obtained from the website maintained by the SEC
at
http://www.sec.gov, which contains reports and other information regarding
registrants that file electronically with the SEC. Ultrapar has also filed
certain documents with the Comissão de Valores Mobiliários, the Brazilian
securities commission, which are available on the CVM’s website at
http://www.cvm.gov.br. In addition, documents (including any exhibits) filed
with the SEC or CVM by Ultrapar will be available free of charge from the
Investor Relations office of Ultrapar Participações S.A., located at Avenida
Brigadeiro Luis Antonio, 1343, 9º Andar São Paulo, SP, Brazil 01317-910, tel:
011-55-11-3177-6695. SHAREHOLDERS OF THE TARGET COMPANIES ARE URGED TO READ
THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE
PROPOSED TRANSACTION.