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 S.A.
Commission
File Number: 001-14950
(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
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/s/
Lucio de Castro Andrade Filho
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Paulo
Guilherme Aguiar Cunha
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Lucio
de Castro Andrade Filho
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/s/
Ana Maria Levy Villela Igel
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Ana
Maria Levy Villela Igel
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Renato
Ochman
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Nildemar
Secches
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Paulo
Vieira Belotti
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/s/
Olavo Egydio Monteiro de Carvalho
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Olavo
Egydio Monteiro de Carvalho
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(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
|
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Flavio
César Maia Luz
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John
Michael Streithorst
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Mario
Probst
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Raul
Murgel Braga
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/s/
Wolfgang Eberhard Rohrbach
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Wolfgang
Eberhard Rohrbach
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Executive
Officers of the Company
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Pedro
Wongtschowski
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André
Covre
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Forward-Looking
Statements
This
document may include “forward-looking statements” within the meaning of the
“safe harbor” provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,”
“outlook,” “project” and other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. Investors are cautioned that such forward-looking statements
with respect to revenues, earnings, performance, strategies, prospects and
other
aspects of the businesses of Ultrapar Participações S.A. (“Ultrapar”), Refinaria
de Petróleo Ipiranga S.A. (“RPI”), Distribuidora de Produtos de Petróleo
Ipiranga S.A. (“DPPI”), Companhia Brasileira de Petróleo Ipiranga (“CBPI” and
together with RPI and DPPI, the “Target Companies”) and the combined group after
completion of the proposed transaction are based on current expectations
that
are subject to risks and uncertainties. A number of factors could cause actual
results or outcomes to differ materially from those indicated by such
forward-looking statements. These factors include, but are not limited to,
the
following risks and uncertainties: those set forth in Ultrapar’s filings with
the Securities and Exchange Commission (“SEC”), the failure to obtain and retain
expected synergies from the proposed transaction, failure of Ultrapar
stockholders to approve the related share exchange, delays in obtaining,
or
adverse conditions contained in, any required regulatory approvals, failure
to
consummate or delay in consummating the transaction for other reasons, changes
in laws or regulations and other similar factors. Readers are
referred to Ultrapar’s most recent reports filed with the
SEC. Ultrapar and the Target Companies are under no obligation to
(and expressly disclaim any such obligation to) update or alter their
forward-looking statements whether as a result of new information, future
events
or otherwise.
Additional
Information and Where to Find It
This
document relates to a proposed transaction involving Ultrapar and the Target
Companies. In connection with the proposed transaction, Ultrapar has filed
with
the 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 450 Fifth Street N.W., 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.