ULTRAPAR
PARTICIPAÇÕES S.A.
State
Registration [NIRE] No. 35.300.109.724
Taxpayer
ID [CNPJ/MF] No. 33.256.439/0001-39
Publicly-Traded
Company
Special
Shareholders’ Meeting
Convening
Notice
The
Shareholders of Ultrapar Participações S.A. (“ULTRAPAR”) are hereby
called to convene at the Special Shareholders’ Meeting to be held on December
18, 2007, at 7:00 p.m., at the company’s headquarters located at Avenida
Brigadeiro Luiz Antonio, 1.343, 9th floor,
in the City
of São Paulo, State of São Paulo, to resolve on the transactions of exchange of
shares issued by Refinaria de Petróleo Ipiranga S.A. (“RPI”),
Distribuidora de Produtos de Petróleo Ipiranga S.A. (“DPPI”) and
Companhia Brasileira de Petróleo Ipiranga (“CBPI”) by ULTRAPAR (“Share
Exchange Transactions”), 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, signed by the executive officers of RPI and
ULTRAPAR on November 09, 2007, 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, signed by the
executive officers of DPPI and ULTRAPAR on November 09, 2007, and the “Protocol
and Justification of the Exchange of Shares issued by Companhia Brasileira
de
Petróleo Ipiranga by Ultrapar Participações S.A.”, and exhibits thereto, signed
by the executive officers of CBPI and ULTRAPAR on November 09, 2007,
respectively; (b) ratification of the engagement of Deutsche Bank Securities
Inc. (“Deutsche Bank”) to valuate RPI, DPPI, CBPI and ULTRAPAR, based on the
prospect of future profitability, for the purposes of article 252,
paragraphs 1 and 3, of the Brazilian Corporate Act; (c) approval of the capital
increase resulting from the Share Exchange Transactions; (d) approval of
the
amendment of the caput and paragraph 1 of article 5 of company’s
bylaws; and (e) authorization for the Executive Officers to take the required
actions to formalize the Share Exchange Transactions before governmental
authorities and third parties in general.
Holders
of
nominative shares that are held in collective custody, in order to attend
the
Special Shareholders Meeting, must provide a shareholder position statement
a
minimum of two working days in advance of the meeting date, showing the
respective shareholding, provided by the custodial body.
The
shareholder’s position as the holder of common shares shall be proven by
consultation of the share registry book.
Shareholders
may be represented at the Special Shareholders Meetings by a proxy constituted
less than a year in advance, being the proxy a shareholder, company manager,
lawyer, financial institution or investment fund manager, who represents
the
holders of the funds under management, the presentation of the respective
power
of attorney being required, which must be deposited at Company Headquarters
with
the Investor Relations Department by 5 p.m. on December 17, 2007, otherwise
the
proxy shall not be authorised to act.
São
Paulo,
November 14, 2007
Paulo
Guilherme Aguiar Cunha
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.