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
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
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.