Form
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
Of Foreign Private Issuer
Pursuant
To Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
For the
month of December, 2009
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida Brigadeiro Luis Antonio,
1343, 9º Andar
São
Paulo, SP, Brazil 01317-910
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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Form
20-F
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X
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Form
40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
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Yes
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No
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X
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
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Yes
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No
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X
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Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes
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No
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X
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF CONTENTS
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ITEM
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1.
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Material
Notice dated December 3, 2009 entitled “Ultrapar announces the signing of
a new shareholders’ agreement of Ultra S.A., its controlling
company”
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2.
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Shareholders’
Agreement of Ultra S.A. -
Participações
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Item 1
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ULTRAPAR PARTICIPAÇÕES
S.A.
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MATERIAL
NOTICE
Ultrapar announces the
signing of a new shareholders’ agreement of Ultra S.A., its
controlling
company
São Paulo, December
3rd,
2009 – A ULTRAPAR PARTICIPAÇÕES S.A. (BM&FBOVESPA:UGPA4 / NYSE:UGP) hereby
announces that the shareholders of its controlling company, Ultra S.A.
Participações (“Ultra S.A.”), have entered into a new shareholder’s agreement
(“2009 Shareholders’ Agreement”) that replaces the previous shareholders’
agreement, whose term would expire in December 16th,
2009.
The terms and
conditions of the 2009 Shareholders’ Agreement are substantially the same as
those of the previous agreement. The 2009 Shareholders’ Agreement is effective
as of today for a two-year term, and may be renewed upon unanimous consent or be
terminated upon deliberation by shareholders representing at least 80% (eighty
percent) of the common shares issued by Ultra S.A..
The complete
version of the 2009 Shareholders’ Agreement is available at Ultrapar’s website
and has been filed with the São Paulo Stock Exchange (BM&FBovespa), the
Brazilian Securities Exchange Commission (CVM) and the US Securities and
Exchange Commission.
André
Covre
Chief Financial and Investor Relations
Officer
Ultrapar Participações
S.A.
Item 2
SHAREHOLDERS’
AGREEMENT OF
ULTRA
S.A. - PARTICIPAÇÕES
Under the present
Shareholders’ Agreement Instrument, the “Agreeing Parties”, henceforward,
collectively thus designated:
I - ANA MARIA LEVY VILLELA
IGEL, Brazilian, widow, businesswoman, holder of identity card nr
2.821.401/SSP-SP and CPF/MF nr
513.400.208-82, resident and domiciled at Rua Jean Sibelius, nr 35,
17th
floor, in the City and State of São Paulo;
II - FÁBIO IGEL, Brazilian,
married, businessman, holder of identity card nr
16.473.97-X/SSP-SP and CPF/MF nr
187.996.078-83, resident and domiciled at Rua Tucumã, nr 401, apt
71, in the City and State of São Paulo;
III - MÁRCIA IGEL JOPPERT,
Brazilian, widow, businesswoman, holder of identity card nr
2.987.353/SSP-SP and CPF/MF nr
694.695.398-34, resident and domiciled at Rua Cristovão Pereira, nr 421,
in the City and State of São Paulo;
IV - ROGÉRIO IGEL, Brazilian,
divorced, businessman, holder of identity card nr
2.992.103/SSP-SP and CPF/MF nr 061.076.308-30,
resident and domiciled at Rua Augusto Eduardo Berti, nr 93, in
the City of Itatiba, in the State of São Paulo;
V - JOYCE IGEL DE CASTRO
ANDRADE, Brazilian, married, businesswoman, holder of identity card
nr
3.005.592/SSP-SP and CPF/MF nr
074.266.918-10, resident and domiciled at Rua General Mena Barreto, nr 743,
2nd
floor, in the City and State of São Paulo;
VI - LUCIO DE CASTRO ANDRADE FILHO,
Brazilian, married, engineer, holder of identity card nr
3.045.977/SSP-SP and CPF/MF nr
061.094.708-72, resident and domiciled at Rua General Mena Barreto,
nr
743, 2nd floor,
in the City and State of São Paulo;
VII - PAULO GUILHERME AGUIAR
CUNHA, Brazilian, married, engineer, holder of identity card nr
4.554.607/SSP-SP and CPF/MF nr
008.255.498-68, resident and domiciled at Rua Padre João Manoel, nr 493, apt
22, in the City and State of São Paulo;
VIII - JOSÉ CARLOS
GUIMARÃES DE ALMEIDA, Brazilian, married, engineer, holder of identity
card nr 300.310/SSP-SP
and CPF/MF nr
007.207.478-72, resident and domiciled at Rua Domingos Leme, nr 440, apt
91, in the City and State of São Paulo;
IX - PEDRO WONGTSCHOWSKI,
Brazilian, divorced, chemical engineer, holder of identity card nr
3.091.522/SSP-SP and CPF/MF nr
385.585.058-53, resident and domiciled at Rua Dr. João Pinheiro,
nr
92, in the City and State of São Paulo;
X - CHRISTY PARTICIPAÇÕES
LTDA, based at Rua Visconde de Pirajá, nr 351,
rooms 916 and 917, in the City and State of Rio de Janeiro, registered under
CNPJ nr
33.363.896/0001-22, herein represented pursuant the company’s bylaws by HÉLIO MARCOS COUTINHO BELTRÃO,
Brazilian, married, engineer, holder of identity card nr 879.392/SSP-DF
and CPF/MF nr
008.786.367-73, resident and domiciled at Rua Salvador Cardoso, nr 176, apt
41, in the City and State of Paulo;
XI - BRUNO IGEL, Brazilian,
single, businessman, holder of identity card nr
23.818.165-0 and CPF/MF nr
315.540.988-66, resident and domiciled at Rua Lourenço de Almeida,
nr
772, 14th floor,
in the City and State of São Paulo;
XII - ANA ELISA ALVES CORRÊA
IGEL, Brazilian, single, teacher, holder of identity card nr
24.536.992-2 and CPF/MF nr
164.255.308-55, resident and domiciled at Rua Dr. Francisco Degni,
nr
51, apt 161, in the City and State of São Paulo;
XIII - ANA PAULA DE QUEIROZ
CUNHA, Brazilian, single, biologist and psychologist, holder of identity
card nr
15.619.830-7 and CPF/MF nr
170.007.838-00, resident and domiciled at Rua Diogo Jacome, nr 518, apt
112, Block 3, in the City and State of São Paulo;
XIV - PEDRO AUGUSTO DE QUEIROZ
CUNHA, Brazilian, divorced, engineer, holder of identity card nr
15.619.514-8 and CPF/MF nr
170.007.848-81, resident and domiciled at Rua Rainha Guilhermina,
nr
20, apt 503, in the City and State of Rio de Janeiro;
XV - GUILHERME DE QUEIROZ
CUNHA, Brazilian, married, businessman, holder of identity card nr
15.619.515 and CPF/MF nr
170.007.818-66, resident and domiciled at Av Jurema, nr 200, apt
112C, in the City and State of São Paulo;
XVI - EDUARDO QUEIROZ CUNHA,
Brazilian, single, businessman, holder of identity card nr
15.619.516-1 and CPF/MF nr
262.824.228-17, resident and domiciled at Alameda Franca, nr 1570,
apt 62, in the City and State of São Paulo;
XVII - ROBERTO DE CASTRO
ANDRADE, Brazilian, married, mechanic engineer, holder of
identity card nr
24.252.548-9 and CPF/MF nr
268.013.048-01, resident and domiciled at Rua Suzano, nr 99, apt
802, in the City and State of São Paulo;
XVIII - BETINA DE CASTRO ANDRADE
GASPARIAN, Brazilian, married, businesswoman, holder of identity card
nr
24.252.547-7 and CPF/MF nr
334.990.438-66, resident and domiciled at Rua Feliciano Maia, nr 101, in
the City and State of São Paulo;
XIX - ROBERTA JOPPERT,
Brazilian, single, hotel administrator, holder of identity card nr
32.159.513-0 and CPF/MF nr
220.450.938-83, resident and domiciled at Rua Cônego Roque Viggiano,
nr
76, in the City and State of São Paulo;
XX - SANDRA JOPPERT BEVILAQUA,
Brazilian, married, businesswoman, holder of identity card nr
29.870.509-6 and CPF/MF nr
296.904.658-05, resident and domiciled at Rua Monte Aprazível, nr 149, apt
62, in the City and State of São Paulo;
and as “Intervening
Parties”:
(I) ULTRA S/A - PARTICIPAÇÕES, based at Avenida Brigadeiro Luís
Antônio, nr 1343,
9th
floor, in the City and State of São Paulo, registered under CNPJ nr
54.041.439/0001-91, herein represented pursuant to the company’s bylaws by PAULO GUILHERME AGUIAR CUNHA,
Brazilian, married, engineer, holder of identity card nr
4.554.607/SSP-SP and CPF/MF nr
008.255.498-68, resident and domiciled at Rua Padre João Manoel, nr 493, apt
22, in the City and State of São Paulo and by LUCIO DE CASTRO ANDRADE FILHO,
Brazilian, married, engineer, holder of identity card nr
3.045.977/SSP-SP and CPF/MF nr
061.094.708-72, resident and domiciled at Rua General Mena Barreto, nr 743,
2nd
floor, in the City and State of São Paulo, hereinafter referred to as “ the
Company”;
(II) ULTRAPAR PARTICIPAÇÕES S.A.,
based at Avenida Brigadeiro Luís Antônio, nr 1343,
9th
floor, in the City and State of São Paulo, registered under CNPJ number
33.256.439/0001-39, herein represented pursuant to the company’s bylaws by PEDRO WONGTSCHOWSKI,
Brazilian, divorced, chemical engineer, holder of identity card nr
3.091.522/SSP-SP and CPF/MF nr
385.585.058-53, resident and domiciled at Rua Dr. João Pinheiro, nr 92, in
the City and State of São Paulo and by ANDRÉ COVRE, Brazilian,
married, businessman, holder of identity card nr
17.841.059/SSP-SP and CPF/MF nr
130.335.108-09, resident at Rua Feliciano Maia, nr 50, in
the City and State of São Paulo, hereinafter referred to as
“Ultrapar”;
CONSIDERING that the Agreeing
Parties jointly hold
100% of the voting capital and 100% of the total capital of the Company,
represented by ordinary and preferred shares, except for the preferred shares
held by the member of the Board of the Company, Mr. Gilberto Tamm Barcellos
Corrêa;
CONSIDERING that the
shareholding above confers to the Agreeing Parties, jointly, the controlling
power of the Company and, indirectly, the controlling power of
Ultrapar;
CONSIDERING the convenience of
maintaining a defined and stable controlling shareholding block in the Company
and in Ultrapar;
CONSIDERING that it is in the
common interest of the Agreeing Parties to regulate the exercise, the
maintenance and organization of this shareholding control power;
CONSIDERING the need to
provide legal effectiveness to common determination of the Agreeing Parties to
set common and uniform procedure to matters of their interests
as shareholders with direct control over the Company, and indirect control over
Ultrapar;
CONSIDERING that, on the other
hand, it is in the common interest of the Agreeing Parties to regulate the
purchase and sale of their respective shareholdings in the capital of the
Company, envisaging to implement the right of first refusal regime, to
establish the liquidity in their shares and, at the same time, to maintain
the majority block of controlling shares, including in the event of transferring
shares to a third party;
CONSIDERING that it is
recognised and agreed by the Agreeing Parties that the management of Ultrapar
and its subsidiaries must remain strictly professional, while maintaining a
relationship of trust between the shareholders and the executives;
CONSIDERING that, according to
the best corporate governance practices, the members of the Board of Directors
of Ultrapar, elected by the Company, will have the duty, acting independently,
to guide the business of the Company and represent all the Agreeing Parties
without individual distinction;
CONSIDERING that the Agreeing Parties
will direct the election of the Board members who will jointly represent them at
Ultrapar according to requirements of competence and experience;
CONSIDERING the concern of the
Agreeing Parties to stimulate initiatives consistent with the social
responsibility stance of Ultrapar and its subsidiaries, in their relationships
with internal and external communities;
CONSIDERING the above the
Agreeing Parties intend to preserve the values of Ernesto and Pery Igel and the
history of Ultrapar and its subsidiaries, ensuring the continuity and success of
their companies, overseeing the fulfilment of its social and corporate
objectives, and observing the principles of ethics, democracy and
transparency;
CONSIDERING that the Agreeing
Parties understand that the current Agreement will be eventually improved,
adapted and updated as new circumstances require it so, this Agreement has an
initial term of 2 (two) years;
Hereby resolve, in
the best form of Law, to consummate this Shareholders’ Agreement, which will be
regulated by the applicable legislation and by the clauses and conditions
hereafter stipulated:
I
- RELATED SHARES
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1.1
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This
Agreement relates to all the common and preferred shares, subscription
rights and securities convertible into shares, issued by the Company,
owned by the Agreeing Parties, and also to those shares, subscription
rights and securities convertible into shares, issued by the Company,
which may be acquired by the Agreeing Parties in the future, subsequently
defined as shares and rights.
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II
- EXERCISING THE VOTE OF THE AGREEING PARTIES, THE COMPANY AND THE MEMBERS OF
THE BOARD OF DIRECTORS OF ULTRAPAR ELECTED BY THE COMPANY
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2.1
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The Agreeing
Parties will vote using their ordinary shareholdings, always together and
in same direction, at all of the Company's general shareholder meetings,
in accordance with the decisions reached at the respective previous
meeting, in accordance with the quorum established in Chapter
IV.
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2.2
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The Company,
through its representative, will vote at the general shareholder meetings
of Ultrapar, always and obligatorily according to the decisions reached at
the respective previous meeting of the shareholders of the Company, in
accordance with the quorum established in Chapter
IV.
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2.3
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The board
members elected by the Agreeing Parties will vote at the board meetings of
the Company and Ultrapar, on matters referred to in Clause 4.2, always and
obligatorily according to the decisions reached at the respective previous
meeting of the shareholders of the
Company.
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III
- CONVENING AND HOLDING OF PREVIOUS MEETINGS TO THE GENERAL SHAREHOLDER MEETINGS
AND TO THE MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY AND OF
ULTRAPAR
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3.1
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The previous
meetings of shareholders of the Company will be held at the headquarters
of the Company or in any other location determined in beforehand, prior to
each general shareholder meeting of the Company and Ultrapar, and also
prior to the meetings of the board of directors of
Ultrapar.
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3.2
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The Agreeing
Parties, at previous meetings of general shareholders meetings of the
Company and Ultrapar will establish their collective voting decision on
all matters relating to the respective
meeting.
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3.3
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At previous
meetings of the meetings of the board of directors of Ultrapar, the
Agreeing Parties will make themselves acquainted with all the matters to
be debated therein.
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3.4
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The previous
meeting shall be convened in a timely manner by any of the Agreeing
Parties, or by a member of the board of directors of Ultrapar designated
by the Company, by means of e-mail, fax, or any other means of written
communication sent to the other parties, with a minimum prior notice of 5
(five) days. The convening notice must contain, in a clear and succinct
manner, all the matters to be
discussed.
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3.5
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The previous
meeting must be held with the presence of the Agreeing Parties who
represent, at least, an absolute majority of the common shares issued by
the Company. Agreeing Parties who participate in the meeting via any means
of communication at a distance will also be considered to be
present.
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3.6
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Each common
share issued by the Company and owned by the Agreeing Parties will
correspond to one vote in the decisions taken at the previous
meetings.
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3.7
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Approval of
the management’s accounts, presented in the financial statements of the
Company and Ultrapar, may not be carried out at previous meetings, as this
is a decision pertaining to the respective ordinary general shareholders’
meetings. However, the financial statements of Ultrapar should be debated
at the previous meetings before being voted on at the respective
shareholders’ meeting.
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3.8
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In the event
of a general shareholders’ meeting of the Company or of Ultrapar being
held, without a respective previous meeting, the Agreeing Parties, the
representative of the Company and the board members of Ultrapar elected by
the Agreeing Parties, should be present at the respective meeting to vote
exclusively for the suspension of work in progress at the meeting, during
the time necessary to hold an previous
meeting.
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IV
- QUORUM REQUIRED FOR DECISION-MAKING AT PREVIOUS MEETINGS
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4.1
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With the
exception of the matters outlined in Clause 4.2 below, the decisions at
the previous meetings will be made by Agreeing Parties who represent, at
the minimum, an absolute majority of the common shares issued by the
Company.
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4.2
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The matters
related below may only be debated at the respective previous meeting with
the approval of the Agreeing Parties who represent at least 66% (sixty six
percent) of the common shares issued by the
Company:
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a)
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changes to
the bylaws of the Company and
Ultrapar;
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b)
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the carrying
out, by the Company or by Ultrapar or by their subsidiaries, of business
of any nature with their direct or indirect shareholders, which exceeds
the amount of 0.01% (one hundredth of one percent) of its shareholders’
equity;
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c)
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the creation,
by the Company or by Ultrapar, of new classes of shares, or increase of
shares of existing classes, or other rights, securities convertible or not
convertible into shares, other than that already envisaged or authorised
in the respective bylaws;
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d)
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change to the
rights pertaining to classes of existing shares issued by the Company and
Ultrapar;
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e)
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any merger,
incorporation, or spin-off involving the Company and
Ultrapar;
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f)
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the
divestment of shares and rights issued by Ultrapar, and shares or
securities of the Company, except in those cases covered by this
Agreement;
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g)
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the
acquisition of assets by Ultrapar and its subsidiaries in value exceeding
2 (two) times the consolidated EBITDA (Earnings Before Interest, Tax,
Depreciation and Amortisation) of Ultrapar in the preceding year or 80%
(eighty percent) of the shareholders´ equity of Ultrapar in the preceding
quarter, considering the higher between the
two;
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h)
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the
divestment of assets of Ultrapar and its subsidiaries in amounts in excess
of the consolidated EBITDA (Earnings Before Interest, Tax, Appreciation
and Amortisation) of Ultrapar in the preceding year or 50% (fifty percent)
of the shareholders´ equity of Ultrapar in the preceding quarter, whatever
is the higher between the two;
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i)
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transactions
which raise the consolidated net debt (financial debt minus cash held and
liquid investments) of Ultrapar to an amount greater than 2.5 (two and a
half ) times the consolidated EBITDA (Earnings Before Interest, Tax,
Depreciation and Amortisation) of Ultrapar in the preceding year
;
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j)
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the
assumption of a new line of business for the Company or for Ultrapar or
its subsidiaries, different in any significant extent from their current
businesses.
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V
- ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
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5.1
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Each Original
Signatory Agreeing Party (as defined in item 5.1.1 below) to this
Agreement will have the right to be elected as a member of the board of
directors of the Company, a right that is not transferable to the heirs or
successors of any shares or securities. Christy Participações Ltda., as
well as companies with Brazilian shareholdings that may be founded by the
current Agreeing Parties, will each have the right to elect a
representative to the board of directors of the Company. In both cases,
the right now established will remain in force provided that the Original
Signatory Agreeing Party, or the company in which he or she participates,
retains at least 2% (two per cent) of the voting capital of the
Company.
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5.1.1
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For the
purposes of item 5.1 above, Original Signatory Agreeing Party to this
Agreement are Mr. Paulo Guilherme Aguiar Cunha, Ana Maria Levy Villela
Igel, Lucio de Castro Andrade Filho, Márcia Igel Joppert, Joyce Igel de
Castro Andrade, Rogério Igel, José Carlos Guimarães de Almeida, Pedro
Wongtschowski, Fábio Igel, Christy Participações
Ltda.
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VI
- ELECTION OF THE MEMBERS REPRESENTING THE COMPANY ON THE BOARD OF DIRECTORS OF
ULTRAPAR
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6.1
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Proposal of
members of the board of Ultrapar, to be elected by the Company, will be
deliberated at a previous meeting convened and held in the manner set out
in Chapter III above, requiring the favorable vote of Agreeing Parties who
represent at least 66% (sixty six percent) of the common shares issued by
the Company.
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6.2
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If the
necessary quorum outlined above is not achieved, each Agreeing Party with
common shares issued by the Company, either separately or together, may
present a list with the proposed members, being obligatorily elected the
members of the list presented that have the support of an absolute
majority vote by the Agreeing Parties at the respective previous
meeting.
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VII
- MEETINGS FOR PROVIDING INFORMATION REGARDING MATTERS OF COMPETENCE OF THE
BOARD OF DIRECTORS OF ULTRAPAR
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7.1
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The Chairman
of the Board of Directors of Ultrapar must convene the Agreeing Parties
for a meeting previous or after any meeting of the board of directors of
Ultrapar, for the purpose of providing all the information requested and
making available all the documents required, when the following matters
are on the board meeting agenda:
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a)
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strategic
planning and general directives;
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b)
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organizational
structure;
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c)
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election of
members of the Executive Board;
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d)
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evaluation of
the performance of the Chief Executive Officer and fixing of his or her
salary;
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e)
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approval
levels;
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f)
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human
resources policy;
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g)
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dividend
policy;
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h)
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hiring of
auditors;
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i)
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other
significant decisions, at the criteria of the board of
directors.
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VIII -
RIGHT OF
FIRST REFUSAL
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8.1
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In the event
that any Agreeing Party assigns, with or without consideration, directly
or indirectly, all or part of their common and preferred shares issued by
the Company and rights in connection with the Agreement, to which he
or she is a holder, the same Agreeing Party will be obliged to firstly
offer his or her shares and rights, individually, to all the other
Agreeing Parties, in writing, by registered mail or by hand delivery
requiring the signature of the recipient, stating the quantity, payment
currency and price of the shares and rights
offered.
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8.2
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The Agreeing
Parties, informed of such
intention to sell, will have up to 30 (thirty) consecutive days from the
date on which the correspondence was received, to reply in writing to the
offering party, in respect of the
offer.
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8.3
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Each Agreeing
Party to whom the offer is being made shall exercise the right of first
refusal of the shares and rights in connection with the Agreement,
allotted in proportion to the percentage of the total capital of the
Company that they hold at the date of the offer. In this way, the right of
first refusal shall be exercised both in respect to the common shares and
the preferred shares offered, independently of the type or proportion of
the common or preferred shares owned by the party receiving the
offer.
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8.4
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In the event
of there being a surplus of shares, due to the non-exercising of the right
of first refusal over shares and rights in connection with the Agreement,
these shares will be offered to the Agreeing Parties who have exercised
their rights, according to the respective proportion of their
shareholdings at the date of the offer, and who will have up to 15
(fifteen) consecutive days to respond, so as to turn effective the
purchase of all the shares and rights
offered.
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8.5
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The Agreeing
Parties are not obliged to preferentially sell off any of their shares or
rights in connection with the Agreement if there is no interest on the
part of the other Agreeing Parties in purchasing the entire shareholding
offered.
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8.6
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If there
should be no interest on the part of the other Agreeing Parties in
purchasing the shares and rights offered, the offering party may sell his
or her holding to a third party, or parties, within up to 180 (one hundred
and eighty) days from the expiry of the time limit referred to above,
provided that it is offered in its
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entirety, adhering
rigorously to the same price, payment currency and all other conditions
preferentially offered to the Agreeing Parties. After the period of 180 (one
hundred and eighty) days stipulated above has expired, the right of first
refusal of the Agreeing Parties will again enter into force, as outlined in
Chapter VIII.
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8.7
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Excluded from
the restrictions in this present Chapter VIII are transfers of common or
preferred shares or rights subject to the Agreement held by the Agreeing
Parties to their parents in direct line of ascent, descendents and
spouses, and also to companies with a Brazilian shareholding, already
existing or that may be founded by any Agreeing Party and his or her
parents in direct line of ascent and descendents, provided that it has the
specific statutory purpose of holding a stake in the capital of the
Company, with the obligation, through their legal representatives, without
any restriction or reservation, to sign the present legal instrument, the
shares issued by the Company thereby remaining part of their estate and
fully subject to this Agreement.
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IX -
ENCUMBRANCE OF SHARES
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9.1.
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Except for
any beneficial use and
trusteeship arrangement constituted prior to the signing of the present
Agreement in
favor of parents in direct line of ascent, descendents, or spouses, it is
prohibited for any Agreeing Party, without the prior and express unanimous
approval of the other parties to the Agreement, to constitute a pledge,
fiduciary disposition, or any other tangible right of benefit, or offer a
guarantee, on the shares or rights subject to the Agreement, or to offer
them as surety.
|
X -
RIGHT OF JOINT SALE
|
10.1
|
Any Agreeing
Party having knowledge of any proposal by any other Agreeing Party or
third party to buy a block of shares equal to or greater than 10% (ten
percent) of the total amount of shares and rights subject to the Agreement
must inform all the other Agreeing Parties, by registered mail or
by hand delivery requiring the signature of the recipient, thus
enabling them to participate jointly in this sale, selling their holding
in proportion to their shares subject to the Agreement, pro rata to the
block of shares being acquired.
|
|
10.2
|
In the event
that the block of shares or rights being sold represents the sale of
control of the Company and, indirectly, the control of Ultrapar, any
Agreeing Party will have the right to sell all or part of his or her
shares that are subject to the Agreement, and the acquiring third party
shall also be obliged to acquire them, rigorously adhering to the same
conditions, the same price and in the same payment
currency.
|
|
10.3
|
The Agreeing
Parties interested in exercising this right of joint sale of shares
subject to the Agreement, provided for in Clause 10.1 and Clause 10.2
above, must advise the selling and purchasing Agreeing Parties, by
registered mail or by hand delivered requiring the signature of the
recipient, with a copy to be sent to the other Agreeing Parties and to the
management of the Company, within 30 (thirty) days of having knowledge of
the transaction.
|
|
10.4
|
The sale to
another Agreeing Party or third party of shares or rights subject to the
Agreement, having a value equal or greater than 10% (ten percent) of the
total amount of shares and rights subject to the Agreement, or which
represent the sale of control of the Company, shall only be effective
through the simultaneous express declaration in writing by the purchaser
of a commitment to also purchase, for the same price, in the same currency
of payment and under the same conditions, those shares of the other
Agreeing Parties who wish to sell, in accordance with the terms of Clauses
10.1 and 10.2 herein.
|
XI -
ADHERENCE TO THE AGREEMENT IN THE EVENT OF VOLUNTARY SALE
|
11.1
|
The validity
of the sale of the shares and rights in connection with the Agreement to
third parties is subject to the purchaser adhering to the terms of this
Agreement, without exception or reserve, being automatically applied to
the said party, his or her heirs and successors, irrevocably and
unretractably.
|
XII -
ADHERENCE TO THE AGREEMENT IN THE EVENT OF NON-VOLUNTARY SALE
|
12.1
|
In the event
of a judicial transfer of shares issued by the Company, in connection
with the Agreement, including as a consequence of an inventory or
judicial separation, divorce, long-term conjugal relationship or liaison,
bankruptcy, liquidation, lien, public or private auction, the judicial
acquirer is obliged to adhere, without reservation or exception, to all
the terms of the current Agreement.
|
XIII
- SALE OF HOLDING COMPANY OWNED BY AN AGREEING PARTY – SPIN
OFF
|
13.1
|
If any of the
Agreeing Parties wishes to sell the control of his or her holding company,
the sale of which involves the indirect transfer of shares and
rights in connection with the Agreement, such Agreeing Party
will be obliged to spin off the holding company, with the aim of
transferring that part of the company's assets corresponding to these
shares and rights to another Brazilian holding company to be hold
exclusively by the Agreeing Party, his or her parents in direct line of
ascent and descendants, and with the specific statutory purpose of holding
a stake in the capital of the
Company.
|
|
13.2
|
The shares or
quotas of the special-purpose holding company resulting from the spin-off
will be subject to the same restrictions of sale, transfer, and
encumbrance as the shares and rights subject to the Agreement, established
above.
|
XIV
- LIQUIDITY MECHANISM – EXCHANGE OF SHARES
|
14.1
|
The Agreeing
Party may request the executive board of the Company to entirely or
partially exchange his or her shareholding in the Company, either through
common or preferred shares, for preferred shares of
Ultrapar.
|
|
14.2
|
The Agreeing
Party will receive, in exchange, the amount of preferred shares issued by
Ultrapar needed to secure directly the same stake in the capital of this
latter company, in terms of common and preferred shares that he or she
indirectly held in the capital of Ultrapar through the Company, in the
same proportion as the shares subject to exchange. Thus, as an example, if
the exchanging party's holding of common and preferred shares in the
capital of the Company were to be equivalent of an indirect stake in
Ultrapar of 10% (ten percent), and the whole of his or her shareholding
were to be exchanged, the exchanging party would receive preferred shares,
issued by Ultrapar which would secure a direct stake of 10% (ten percent)
in the capital of the latter
company.
|
|
14.3
|
To request
such exchange, the Agreeing Party must send the executive board of the
Company a request for the exchange of his or her shares, either by
registered mail or by the hand delivery requiring the signature of the
recipient, stating the number and class of shares to be
exchanged.
|
|
14.4.
|
The executive
board has up to 5 (five) days from receiving the share exchange request
defined in Clause 14.3 above to send correspondence informing the
requesting party and all the Agreeing Parties, if the proposed exchange
could result in: (i) a loss by the Company of majority control (51%) of
the voting capital of Ultrapar; or (ii) violation of the percentage limit
of preferred shares allowed as a percentage of all the shares issued by
the Company or by Ultrapar (2/3), according to the terms of the prevailing
legislation. In both hypothetical cases, the exchange of shares would
obligatorily be refused by the executive
board.
|
|
14.5
|
If
implementing the exchange is feasible, the Company, upon due deliberation
by its board of directors, must establish the most convenient method for
acquiring the preferred shares of Ultrapar, opting between: (a) converting
the Company's common shares issued by Ultrapar into preferred shares
issued by Ultrapar; or (b) granting stock dividends of preferred shares to
Ultrapar shareholders resulting from a capital increase based on reserves
or profits to Ultrapar
shareholders.
|
|
14.6
|
The Agreeing
Parties are obliged to take action to make Ultrapar adopt the statutory
and administrative measures necessary to fulfill the terms contained in
the clauses above, as soon as possible, observing the legal minimum time
limits and the terms of the respective
bylaws.
|
|
14.7
|
Having
acquired the preferred shares issued by Ultrapar, the Company will
exchange all the shares issued by it that are held by the Agreeing Party
carrying out the exchange.
|
|
14.8
|
The shares
issued by the Company that are the subject of the exchange will be held in
treasury, observing the legal limits, or cancelled or sold off, at the
criteria of the board of directors of the
Company.
|
XV
- VALIDITY AND SUCCESSION
|
15.1
|
The current
Shareholders’ Agreement is effective from the date of signing and will be
in force for 2 (two) years, this Shareholders’ Agreement may be renewed,
by unanimous agreement, within the Company itself, or in the event of the
deliberate winding up of the same, in its most recent
version, also by the unanimous agreement of the Agreeing
Parties,
within Ultrapar.
|
|
15.2
|
The current
Shareholders’ Agreement can be terminated at any time upon deliberation by
Agreeing Parties representing at least 80% (eighty percent) of the common shares
issued by the Company related to this
Agreement.
|
|
15.3
|
The current
Agreement applies, in all its terms and conditions, to the heirs and
successors of the Agreeing Parties.
|
XVI -
SPECIFIC EXECUTION
|
16.1
|
Any
non-fulfillment by the
Agreeing Parties, their heirs and successors, of any of the obligations
stipulated in this Agreement, will result in the specific execution of the
obligation to do and to declare their willingness to do through the
procedure of self-regulation set out in paragraphs 8 and 9 of article 118
of Law 6,404, 1976, as well as the judicial execution set out in paragraph
3 of the same article 118 of Law 6,404, 1976, and in articles 461, 461-A,
466-A to 466-C, 632 and subsequent articles of the Code of Civil
Procedure.
|
|
16.2
|
For the
implementation of article 118 of Law 6,404, 1976, a copy of the current
Agreement will, on the initiative of any of the Agreeing Parties, be filed
at the head offices of the Company and Ultrapar, which must rigorously
observe all its terms.
|
|
16.3
|
The
obligations resulting from this Agreement will be annotated in the books
of the Company and Ultrapar by the financial institution charged with the
task, these annotations constituting an impediment to the carrying out of
any corporate acts or business in violation of that agreed upon in this
instrument, the Company and Ultrapar thus being legitimately authorized, in such an
event, to refuse to register such acts or business, and as a consequence,
to refuse the transfer of ownership or title of any rights over the shares
and rights encompassed in this covenant, as well as, in particular, the
exercising of the voting right thereby derived from
them.
|
XVII -
GENERAL PROVISIONS
|
17.1
|
The current
Agreement replaces and supplants any other previous agreement signed by
the Agreeing Parties in the Company. However, the terms of the
shareholders’ agreement signed at
|
Ultrapar by the
Agreeing Parties, on 22 March 2000, which covers direct and indirect controlling
shareholders, remain wholly and fully in force.
|
17.2
|
The Agreeing
Parties, from this date, may not sign any other shareholders’ agreement,
either between themselves or with any future shareholders of the Company
or Ultrapar.
|
|
17.3
|
Any
invalidation, inefficacy or nullity of any of the clauses in the current
Agreement will not imply, ipso facto,
invalidation, inefficacy or nullity of the
others.
|
|
17.4
|
The tolerance
of any of the Agreeing Parties in regard of possible delays, on the part
of the others, in fulfilling the obligations herein assumed will not imply
any new adjustment to the terms contained in this legal instrument, or
renouncement of the rights empowered by them and thus
attributed.
|
|
17.5
|
The current
Agreement may only be altered through a written instrument, signed by all
the Agreeing Parties, such change thus becoming an integral part of the
current Agreement, in the form of an
annex.
|
|
17.6
|
The Agreeing
Parties hereby commit themselves to ensuring that the resulting necessary
changes are made to the bylaws of the Company and Ultrapar, as a result of
the consummation of this Agreement and its execution, throughout the
period that it remains in force.
|
|
17.7
|
In the case
of omissions, doubts, questions or conflicts between Agreeing Parties,
these must be submitted to a single arbitrator, unanimously designated by
the Agreeing Parties, who will commit themselves to respecting, without
restriction or reservation, the decision handed down by the
arbitrator.
|
If the necessary
unanimous agreement is not reached on the appointment of a single arbitrator,
the issues arising will be determined by arbitration procedure carried out
according to the rules of the Brazil-Canada Chamber of Commerce, in São Paulo,
in Portuguese, and under the application of the Brazilian Law and, being duly in
agreement, the Agreeing Parties hereby sign the 23 (twenty three) counterparts
of this agreement, in identical content and form, in the presence of two
undersigned witnesses.
São Paulo, December
3rd,
2009
(Page
of signatures of the Shareholders Agreement of Ultra
S.A. Participações, held on December 3rd,
2009)
Agreeing
Parties:
|
ANA MARIA
LEVY VILLELA IGEL
|
FÁBIO
IGEL
|
|
|
MÁRCIA IGEL
JOPPERT
|
ROGÉRIO
IGEL
|
|
|
JOYCE IGEL DE
CASTRO ANDRADE
|
LUCIO DE
CASTRO ANDRADE FILHO
|
|
|
PAULO
GUILHERME AGUIAR CUNHA
|
JOSÉ CARLOS
GUIMARÃES DE ALMEIDA
|
|
|
PEDRO
WONGTSCHOWSKI
|
CHRISTY
PARTICIPAÇÕES LTDA
Represented
by:
|
|
|
BRUNO
IGEL
|
ANA ELISA
ALVES CORRÊA IGEL
|
|
|
ANA PAULA DE
QUEIROZ CUNHA
|
PEDRO AUGUSTO
DE QUEIROZ CUNHA
|
|
|
GUILHERME DE
QUEIROZ CUNHA
|
EDUARDO
QUEIROZ CUNHA
|
|
|
ROBERTO DE
CASTRO ANDRADE
|
BETINA DE
CASTRO ANDRADE
GASPARIAN
|
|
|
ROBERTA
JOPPERT
|
SANDRA
JOPPERT BEVILAQUA
|
|
Intervening
parties:
|
ULTRA S.A –
PARTICIPAÇÕES
Represented
by:
|
ULTRAPAR
PARTICIPAÇÕES S.A.
Represented
by:
|
Witnesses:
| 1. | 2. | |||
|
Name:
|
Name:
|
|||
|
RG:
|
RG:
|
|||
|
CPF/MF:
|
CPF/MF:
|
|||
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date:
December 3, 2009
|
ULTRAPAR
HOLDINGS INC.
|
|||
|
By:
|
/s/
André Covre
|
||
|
Name:
|
André
Covre
|
||
|
Title:
|
Chief
Financial and Investor Relations Officer
|
||
(Material
Notice, Shareholders’ Agreement)