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
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
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
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.