ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly-Held
Corporation
Taxpayer
ID [CNPJ/MF] No. 33.256.439/0001-39
State
Registration [NIRE] No. 35.300.109.724
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COMPANHIA
BRASILEIRA
DE
PETRÓLEO
IPIRANGA
PUBLICLY-HELD
CORPORATION
Taxpayer
ID [CNPJ/MF] No.
33.069.766/0001-81
State
Registration [NIRE] No.
33300025111
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DISTRIBUIDORA
DE
PRODUTOS
DE
PETRÓLEO
S.A.
PUBLICLY-HELD
CORPORATION
Taxpayer
ID [CNPJ/MF] No.
92.689.256/0001-76
State
Registration [NIRE] No.
43300004821
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REFINARIA
DE
PETRÓLEO
IPIRANGA
S.A.
PUBLICLY-HELD
CORPORATION
Taxpayer
ID [CNPJ/MF] No.
94.845.674/0001-30
State
Registration [NIRE] No.
43300002837
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·
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simplification
of the complex corporate structure of the Ipiranga
Group;
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·
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strengthening
of the Ipiranga Group companies by eliminating the complex capital
and
corporate structure, thus enabling an improved operational and
administrative efficiency and a greater capacity to make
investments;
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·
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specialization
and development of the companies that comprise the Ipiranga
Group;
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·
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alignment
of the interests of all shareholders of the
companies;
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·
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increase
in the liquidity of the shares of all companies, to the extent that
the
shareholder base will be widened through the concentration of all
shareholders of the companies in a single company, with shares traded
in
stock exchanges in Brazil, and in New York through ADRs;
and
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·
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extension
of ULTRAPAR’s recognized corporate governance standards to all
shareholders of RPI, particularly with regard to the 100% tag-along
right
for preferred shares.
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(a)
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upon
the share exchange by Ultrapar of shares in RPI, 0.79850 preferred
share
issued by Ultrapar shall be attributed to each one (1) common or
preferred
share issued by RPI;
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(b)
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upon
the share exchange by Ultrapar of shares in DPPI, 0.64048 preferred
share
issued by Ultrapar shall be attributed to each one (1) common or
preferred
share issued by DPPI; and
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(c)
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upon
the share exchange by Ultrapar of shares in CBPI, 0.41846 preferred
share
issued by Ultrapar shall be attributed to each one (1) common or
preferred
share issued by CBPI.
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Corporation
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Type
of Share
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Voting
Right
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Profit
Sharing/
Priority
Upon Liquidation
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Tag-Along*
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Liquidation
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Share
Repayment Amount
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Exclusion
of Preemptive Right
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Ultrapar
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Common
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Yes
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Minimum
compulsory dividend of 50% of the adjusted profit.
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100%
of the sale price of shares owned by controlling block
members.
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It
is up to common shareholders to appoint the liquidator.
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The
share amount for repayment purposes is set based on the company’s equity
value.
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Shares,
convertible debentures and/or warrants may be issued without preemptive
right to former shareholders in the events set forth in art. 172
of Law
6.404/76.
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Preferred
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No
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-
Minimum compulsory dividend of 50% of the adjusted profit.
-
Priority in capital repayment, without premium, in the event of
liquidation of the company.
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Same
as common shares.
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No
right to appoint liquidator.
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Same
as common shares.
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Same
as common shares.
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RPI,
DPPI and CBPI
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Common
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Yes
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-
Minimum compulsory dividend of 30% of the adjusted profit.
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80%
of the sale price of voting shares.
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It
is up to common shareholders to appoint the liquidator.
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The
share amount for repayment purposes is set based on the corporation’s
equity value.
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Not
applicable.
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Preferred
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No
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-
Minimum compulsory dividend of 30% of the adjusted profit and 10%
above
that allocated to common shares, and also, as to CBPI, a priority
of 1% of
the adjusted net profit.
-
Priority in capital repayment, without premium, in the event of
liquidation of the Corporation.
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No.
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No
right to appoint liquidator.
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Same
as common shares.
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Not
applicable.
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(a)
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exclusively
with the RPI’s Share Exchange Transaction, Ultrapar’s subscribed capital
stock would be R$ 1,654,973,814.40, represented by 49,429,897 common
shares and 46,011,214 preferred
shares;
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(b)
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exclusively
with the DPPI’s Share Exchange Transaction, Ultrapar’s subscribed capital
stock would be R$ 1,541,849,759.76, represented by 49,429,897 common
shares and 43,758,798 preferred shares;
and
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(c)
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exclusively
with the CBPI’s Share Exchange Transaction, Ultrapar’s subscribed capital
stock would be R$ 2,388,751,309.05, represented by 49,429,897 common
shares and 60,621,472 preferred
shares.
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(a)
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Ultrapar’s
dissenting shareholders shall be entitled to repayment of their shares
at
the amount of twenty-three reais and eighty-six cents (R$ 23.86) per
share, according to the last balance sheet approved, that is, as
of
December 31, 2006;
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(b)
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RPI’s
dissenting shareholders shall be entitled to repayment of their shares
at
the amount of nineteen reais and fifty cents (R$ 19.50) per share,
according to the last balance sheet approved, that is, as of December
31,
2006;
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(c)
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DPPI’s
dissenting shareholders shall be entitled to repayment of their shares
at
the
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amount
of twenty-five reais and thirteen cents (R$ 25.13) per share,
according to the last balance sheet approved, that is, as of December
31,
2006;
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(d)
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CBPI’s
dissenting common shareholders shall be entitled to repayment of
their
shares at the amount of fourteen reais and sixty-eight cents
(R$ 14.68) per share, according to the last balance sheet approved,
that is, as of December 31, 2006.
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(a)
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Valuation
of Shareholders’ Equity at Book Value: KPMG Auditores Independentes, a
company with its headquarter at Rua Dr. Renato Paes de Barros, 33,
14º
andar, São Paulo, SP, registered with the Brazilian Roll of Corporate
Taxpayers of the Ministry of Finance under No. 57.755.217/0001-29
(“KPMG”);
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(b)
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Valuation
of the Shareholders’ Equity at Market Value: Apsis Consultoria
Empresarial S/C Ltda., a company with its headquarter at Rua São José 90,
grupo 1.802, in the capital of the State of Rio de Janeiro, registered
with the Brazilian Roll of Corporate Taxpayers of the Ministry of
Finance
under No. 27.281.922/0001-70
(“APSIS”);
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(c)
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Economic/Financial
Appraisal of Ultrapar, RPI, DPPI and
CBPI:
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12.1.
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Registration
with the SEC. The Share Exchange Transactions and the respective issue
of new shares by Ultrapar are subject to the respective registration
with
the United States Securities and Exchange
Commission.
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12.3.
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Any
other communications required with regard to the Share Exchange
Transactions shall be submitted to the competent governmental authorities,
according to the applicable laws.
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André
Covre
Chief
Financial and Investor Relations Officer
Ultrapar
Participações S.A.
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Sergio
Roberto Weyne
Ferreira
da Costa
Investor
Relations
Director
Refinaria
de Petróleo
Ipiranga
S.A.
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Sergio
Roberto Weyne
Ferreira
da Costa
Investor
Relations
Director
Distribuidora
de Produtos
de
Petróleo Ipiranga S.A.
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Sergio
Roberto Weyne
Ferreira
da Costa
Investor
Relations
Director
Companhia
Brasileira de
Petróleo
Ipiranga
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