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
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
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.