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Form
20-F
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X
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Form
40-F
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Yes
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No
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X
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Yes
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No
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X
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Yes
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No
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X
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ITEM
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1.
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Minutes
of General Shareholders’ Meeting held on April 28th,
2010
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CNPJ nº
33.256.439/0001- 39
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NIRE
35.300.109.724
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1.
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At
the General Shareholders’ Meeting:
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1.1.
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Approved,
without amendments or qualifications, with the abstention of those legally
restricted, the report and accounts of the Company's management, the
financial statements and notes to the financial statements, as well as the
report from our independent auditors referring to the year ended on
December 31st,
2009.
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1.2.
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Approved,
without amendments or qualifications, the capital budget proposed by the
management for the fiscal year
2010.
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1.3.
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Approved,
without amendments or qualifications, the destination of net earnings for
the fiscal year ended on December 31st,
2009, in the total amount of R$ 466,747,829.11 (four hundred and sixty-six
million, seven hundred and forty-seven thousand, eight hundred and
twenty-nine reais and eleven cents) , as
follows:
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a)
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R$
23,337,391.46 (twenty-three million, three hundred and thirty-seven
thousand, three hundred and ninety-one reais and forty-six cents) will be
allocated to legal reserves;
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b)
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R$
164,848,793.85 (one hundred and sixty-four million, eight hundred and
forty-eight thousand, seven hundred and ninety-three reais and eighty-five
cents) will be allocated to reserve of retained profits, pursuant to the
terms of Article 196 of the Brazilian Corporate Law, based on the capital
budget approved in this Meeting;
and
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c)
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R$
278,561,643.80 (two hundred and seventy-eight million, five hundred and
sixty-one thousand, six hundred and forty-three reais and eighty cents)
will be allocated to the payment of dividends to holders of common and
preferred shares, of which R$ 119,160,417.90 (one hundred and nineteen
million, one hundred and sixty thousand, four hundred and seventeen reais
and ninety cents) were paid as interim dividends of R$ 0.89 (eighty-nine
cents) per common and preferred share, as approved by the Board of
Directors on August 12th,
2009. The remaining balance of the dividends approved herein, equivalent
to R$ 159,401,225.90 (one hundred fifty-nine million, four hundred and one
thousand, two hundred twenty-five reais and ninety cents) was paid to
shareholders from March 12th,
2010 on, amounting to a dividend per share equivalent to R$ 1.19 (one
real and nineteen cents) per common and preferred share, without
remuneration or monetary restatement. Therefore, the amount of dividends
distributed in the fiscal year amounted to a dividend per common or
preferred share of R$ 2.08 (two reais and eight
cents).
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1.4.
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Approved the
election of the persons listed below as members of the Board of Directors,
with mandate up to the General
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a)
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in separate voting, as set out
in item I, of paragraph 4,
Article 141 of the Brazilian Corporate Law, the shareholder Parth
Investment Company, holder of common shares representing 18.84% of
the voting capital elected Mr.
RENATO OCHMAN, Brazilian, married, lawyer, registered with OAB/SP
under nr
82.152 and holder of CPF/MF nr
375.739.690-15, whose offices are located at Av. Brigadeiro Faria Lima,
nr
1461 – 11th
floor, Jardim Paulistano, in the City and State of São
Paulo;
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b)
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in separate voting, as set out
in subparagraph I, of paragraph 4,
Article 141 of the Brazilian Corporate Law, requested by the shareholders
Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, Dodge
& Cox International Stock Fund, Dodge & Cox Global Stock Fund,
Dodge& Cox Worldwide Funds PLC, it was verified that holders of
31.80% of the preferred shares elected Mr. LUIZ
CARLOS TEIXEIRA, Brazilian, married, bank employee, holder of
Identity Card RG nr
3833390 and CPF/MF nr
048.344.108-20, resident and domiciled in the city of Ribeirão Preto, in
the state of São Paulo State, at Rua Rui Barbosa, nr
522, aptº 42;
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c)
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as approved
by the majority of holders of common shares, representing 76.59% of the
voting capital, who elected Mr.: PAULO GUILHERME AGUIAR
CUNHA, Brazilian, married, engineer, holder of Identity Card RG
nr
4.554.607/SSP-SP and CPF/MF nr
008.255.498-68, with business address at Av. Brigadeiro Luiz Antônio,
nr
1343 - 9th
floor, Bela Vista, in the City and State of São
Paulo;
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1.5.
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Approved,
without amendments or qualifications, a maximum global annual limit for
the compensation for the Management, of R$ 20,150,000,00 (twenty million,
one hundred and fifty thousand reais), pursuant to the terms of the
proposal submitted and as published by the
Company.
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1.6.
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Approved the
election of the persons below qualified as effective and alternate members
of the Fiscal Council, with a mandate up to the General Shareholders’
Meeting to be held in 2011 in order to examine the documents referred to
in Article
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a)
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In separate voting, as set out
in subparagraph a of paragraph 4,
Article 161 of the Brazilian Corporate Law, among the preferred
shareholders present at the Meeting, the shareholder Caixa de Previdência
dos Funcionários do Banco do Brasil – PREVI indicated Mr. Antonio
Carlos Ramos Pereira, Brazilian, divorced, professor, registered
under CPF/MF nr
129.516.926/68, resident and domiciled in the City of Belo Horizonte,
Minas Gerais, at Rua Benjamin Flores, nr
123/101, as effective member, and Mr. Sérgio
Paulo Silva, Brazilian, married, bank employee and economist,
registered under CPF/MF nr
011.664.506/78, resident and domiciled in the City of Belo Horizonte,
Minas Gerais, at Rua Gonçalves Dias, nr
2283, apto
1701, as alternate member; both elected by the majority of holders of
preferred shares present, representing 27.17% of the preferred
shares;
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b)
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In separate
voting, as set out in subparagraph a of paragraph 4,
Article 161 of the Brazilian Corporate Law, indicated by minority
shareholders representing 10.55% of the voting capital, as effective
member, Mr. Wolfgang
Eberhard Rohrbach, German, married, economist, registered under
CPF/MF nr
016.771.448-15, resident and domiciled at Rua Marechal Deodoro nr
135, 32d, Santo Amaro, in the City and State of São Paulo, and, as
alternate member, Miss Tânia Maria Camilo,
Brazilian, single, lawyer, registered under CPF/MF nr
726.204.557-15, resident and domiciled at Rua da Selva, 157, Alto da Boa
Vista, in the City and State of Rio de
Janeiro;
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c)
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Approved by
the majority of holders of common shares, representing 66.05% of the
voting capital, who elected, as efective members, Mr. Flavio César Maia Luz,
Brazilian, married, civil engineer, registered under CPF/MF nr
636.622.138-34, resident and domiciled at Alameda Canadá, 162, Alphaville
2, in the City of Barueri, in the State of São Paulo; Mario Probst, Brazilian,
married, accountant and business administrator, registered under CPF/MF
nr
029.415.318-74, resident and domiciled at Rua Robélia, 614, Jardim
Prudência, in the City and State of São Paulo; and Raul Murgel Braga,
Brazilian, married, lawyer, registered under CPF/MF nr
004.612.707-06, resident and domiciled at Rua Joaquim Nabuco, 238,
apto
702, Ipanema, in the City and State of Rio de Janeiro; and as alternate
members, Mr. Márcio
Augustus Ribeiro, Brazilian, married, production engineer,
registered under CPF/MF nr
006.211.088-80, resident and domiciled at Alameda Canadá, 43, in the City
of Vinhedo, and in the State of São Paulo; Mr. Katuyoshi Utiyama,
Brazilian, married, industrial engineer and business administrator,
registered under CPF/MF nr
065.361.828-04, resident and domiciled at Rua Dom Macário nr
1100, Jardim da Saúde, in the City and State of São Paulo; and Pedro Ozires Predeus,
Brazilian, married, accountant, registered under CPF/MF nr
005.474.508-00, resident and domiciled at Rua Marechal Hastimphilo de
Moura, 338-C, apto
23-B, in the City and State of São
Paulo.
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1.7.
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Approved,
without amendments or qualifications, the remuneration for the members of
the Fiscal Council, for those designated as president and secretary of the
Fiscal Council to receive a monthly compensation of R$ 10,700.00 (ten
thousand
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(i)
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The members
of the Board of Directors and the Fiscal Council, hereby elected, upon the
signature of the respective deeds of investiture filed at the Company’s
headquarters, previously consulted, have declared that there are no
ongoing impediments which would prevent them from exercising their
activities in the designated offices, that they do not hold positions in
companies which can be considered to be competitors of the Company and
that they do not have any conflict of interest with the Company, in
accordance with Article 147 of the Brazilian Corporate Law and with the
Instruction nr
367/02; and
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(ii)
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Except where
otherwise stated, all the deliberations of the Meeting were approved by
all those common shareholders present, except for Parth Investments
Company LLC, Mr. Renato Ochman, National Elevator Industrial Pension and
City of Philadelphia Public Employees who abstained from
voting.
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ULTRAPAR
HOLDINGS INC.
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By:
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/s/ André Covre | |||
| Name: |
André
Covre
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| Title: |
Chief
Financial and Investor Relations Officer
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