APPENDIX
I
“ULTRAPAR
PARTICIPAÇÕES S.A.
BYLAWS
CHAPTER
I
Name,
Head Office, Purpose and Duration
Article
1 The
Company shall be an authorized capital company called ULTRAPAR PARTICIPAÇÕES
S.A.
Article
2 The
Company’s head office shall be in the City and State of São Paulo, at Av.
Brigadeiro Luiz Antonio, No. 1343 - 9º andar.
Article
3 The Company’s
purpose shall be the investment of its own capitals in the trade, industry and
agriculture and in companies providing services, upon the subscription for or
acquisition of shares or quotas in companies.
Article
4 The
Company shall have an indeterminate term of duration.
CHAPTER
II
Capital
and Shares
Article 5 - The
subscribed and paid-up capital is R$ 3,696,772,957.32 (three billion, six
hundred ninety-six million, seven hundred and seventy-two thousand, nine hundred
and fifty-seven reais and thirty-two cents), divided into 136,095,999 (one
hundred and thirty-six million, ninety-five thousand, and nine hundred and
ninety-nine) shares without par value in registered form, including 49,429,897
(forty-nine million, four hundred and twenty-nine thousand, eight hundred and
ninety-seven) common shares and 86,666,102 (eighty-six million, six hundred and
sixty-six thousand, and one hundred and two) preferred shares".
Paragraph 1 – The
Company is authorized to increase the capital, without amendment to the bylaws,
by resolution of the Board of Directors, up to the limit of R$
4,500,000,000.00 (four billion and five hundred million reais) through the
issuance of common or preferred shares, regardless of the current ratio, subject
to the limit of 2/3 (two-thirds) of preferred shares in the total of shares
issued.
Paragraph 2 - Any
capital increase to be paid in assets shall be submitted to the General
Meeting’s resolution.
Paragraph 3 - At the
Board of Directors’ discretion, the preemptive rights in the issue of shares,
debentures convertible into shares and subscription bonus, the placement of
which be made upon the sale in stock exchanges or by public subscription, may be
excluded.
Article
6 The
preferred shares are book-entry shares and shall be kept in a deposit account
with a financial institution on behalf of the holders thereof, without issuance
of warrants.
Sole Paragraph - The
cost of the services of transfer, registration and issuance of common share
warrant, as well as the cost of the service related to the shares kept in a
custody cash account, may be debited to the shareholder.
Article
7 By a
resolution of the Board of Directors, the Company may acquire its own shares to
be kept in treasury or canceled up to the amount of the profit and reserve
balance, except for the legal reserve, without any decrease in the capital
stock, subject to the laws in effect.
Article
8 The
Company may grant stock options to the benefit of its officers and employees
under the terms of the stock option plan passed by the General Meeting, and said
granting may likewise be offered to the officers and employees of its directly
and indirectly controlled entities.
Article
9 Subject
to the legal limits, the Company may create new classes of preferred shares or
increase those already existing, irrespective of any proportion to the other
kinds and classes of shares.
Article
10 Each common share
entitles to one vote in the General Meetings’ resolutions.
Article
11 The General
Meeting may authorize the conversion of common shares into preferred shares upon
any shareholders’ request, subject to the proportion provided for in
law.
Article
12 Preferred shares
are not convertible into common shares; they have no voting right and entitle
the holders thereof to dividends and stock dividends equal those attributed to
common shares, in addition to priority in capital refund, with no premium, in
the event of the Company’s liquidation.
CHAPTER
III
General
Meetings
Article
13 The General
Meeting shall be called by the Board of Directors on an annual basis within the
first four months and after the closing of the fiscal year, and on a special
basis whenever the Company’s interest so require.
Paragraph 1 - To
take part in the General Meeting, the shareholders shall prove said capacity
upon the submission of the deposit receipt issued by the financial institution
depositary of the book-entry preferred shares, and, in the event of common
shares, upon verifying the book of registration of registered
shares.
Paragraph 2 - The
shareholder may be represented in the General Meeting by an attorney-in-fact
appointed less than one year before, who should be a shareholder, a Company’s
manager, attorney or investment fund manager representing the members
thereof.
Article
14 Except as
otherwise provided for in law, the General Meetings shall be called to order on
first call with the attendance of shareholders representing the majority capital
with right to vote, and on second call with any attendance.
Article
15 The Meetings shall
be directed by a presiding board formed by one Presiding Officer and one or more
secretaries chosen by the attending shareholders.
CHAPTER
IV
Management
General
Rules
Article
16 The Company shall
be managed by a Board of Directors and an Executive Board.
Paragraph 1 - The
management term of the managers, who shall keep in office until the election and
investiture of their substitutes, shall be one (1) year, reelection being
permitted.
Paragraph 2 - The
managers’ investiture, which shall not depend on pledge, shall be upon signature
on a deed of investiture.
Paragraph 3 - The
General Meeting, which has elected them, shall set the managers’ remuneration,
which may be reviewed at any other meeting.
CHAPTER
V
Board
of Directors
Article
17 The Board of
Directors shall be formed by four (4) to eight (8) members, shareholders of the
Company, elected by the General Meeting, which may also remove them from office
at any time.
Paragraph 1 - The
General Meeting shall appoint among its members the Chairman of the Board and
the Vice-Chairman, who shall replace the Chairman in his/her occasional
non-attendance or absences.
Paragraph 2 - In the
event of election of a Director resident and domiciled abroad, the investiture
of said Director shall be conditional on the appointment of an attorney-in-fact
resident and domiciled in the country, with powers to be served summons in any
suit that may be filed against him/her, based on the corporation law. The
validity term of the power of attorney shall be at least equal to the term of
legal forfeiture of the shares (article 287, II, b, of Law No.
6.404/76).
Article
18 The Board of
Directors shall meet on an annual basis once every three months, and on a
special basis whenever called by its Chairman or by any two (2)
Directors.
Article
19 The Board of
Directors’ meetings shall be called to order with the attendance of at least
three Directors, one of whom shall be the Chairman or Vice-Chairman, and the
resolutions shall be adopted by majority vote, whereas it will be incumbent on
the Chairman, or in his/her absence on the Vice-Chairman the deciding vote. Any
Director temporarily impeded or absent may be represented in any vote upon
written appointment by another Director. In addition, the Directors absent may
cast their vote by letter, cable or facsimile at the meetings at which there is
the attendance quorum set forth in this article.
Sole Paragraph - In
the event of any vacant position in the Board of Directors, said position shall
be filled in at the first General Meeting to be held after the vacancy is
verified.
Article
20 It shall be
incumbent on the Board of Directors:
a) to set the
Company’s general business policy;
b) to call the
General Meetings;
c) to elect and
remove from office the Company’s Officers and set their individual duties and
fees, when the General Meeting decides on their overall
remuneration;
d) to choose the
Chief Executive Officer among their members;
e) to approve the
increase in the subscribed capital and the form under which it shall occur, up
to the limit of the authorized capital;
f) to submit to the
General Meeting for approval the allocation of the net profit adjusted in the
fiscal year, as referred to in letter “c” of article 35 hereof;
g) to oversee the
Officers’ management; at any time examine the Company’s books and papers;
request information on any agreement already or about to be entered into and on
any other acts;
h) to provide
opinion on the management report and on the Executive Board’s
accounts;
i) to approve the
distribution of semi-annual or interim dividends;
j) to approve the
holding of interest in other Companies;
k) to propose to the
General Meeting the Company’s winding-up, merger or consolidation under any
form;
l) to choose and
remove the Independent Auditors nominated by the Audit Committee;
m) to decide on any
matters not regulated herein, and resolve on the omitted cases;
n) to appoint among
the Officers that who shall perform the duties of Investor Relations
Officer.
o) grant stock
options to its officers and employees holding key positions in the Company and
its controlled entities, with no preemptive right being granted to shareholders,
in compliance with paragraph 3, article 171 of Law 6404/76, and establish a
Stock Options Plan Management and Implementation Commission referred to in
article 8 of these Bylaws. The Plan Management and Implementation Commission
contemplated hereunder will be made up by such people appointed by the Board of
Directors, which will further set the terms governing the operation of said
commission;
p) approve the
emission, for public subscription, of commercial paper by the
company.
Article
21 It shall be
incumbent on the Chairman of the Board of Directors:
a) To call the
General Meeting whenever the Board of Directors so resolve, or exceptionally by
its own initiative, case in which he/she shall then inform the call to all
further Directors;
b) call and preside
over the Board of Directors’ meetings;
c) inform the dates
of the annual meetings and supervise the body’s administrative services;
and
d) to convey the
Board of Directors’ resolutions to the Executive Board and guide it the
compliance therewith.
Article
22 It shall be
incumbent on the Vice-Chairman to replace the Chairman on his/her occasional
absences or impediments and, in the event of vacancy, to replace him/her up to
the next General Meeting that shall elect the new incumbent.
CHAPTER
VI
Executive
Board
Article
23 The Executive
Board shall be formed by four (4) to six (6) executive officers, shareholders or
not, resident in the country, elected by the Board of Directors one of whom
shall be the President, another the Vice-President, and all the others Executive
Officers, who, subject to the provisions of letter “n” of article 20, shall not
have any specific designation. The Executive Board’s resolutions shall be
adopted by majority vote, whereas it shall be incumbent on the President to cast
the deciding vote.
Sole Paragraph - The
Board of Directors shall elect the Company's President and Vice-President among
the executive Board's members. It shall be incumbent on the Vice-President to
replace the President in his/her occasional absences or impediments as well as
to perform the specific duties assigned to him/her upon his/her
appointment.
Article
24 The Executive
Board shall meet whenever the Company’s interest so require, and the resolutions
shall be adopted by majority vote, subject to a quorum of half of the elected
members for the meeting to be called to order.
Article
25 It shall be
incumbent on the Executive Board to perform the acts required for the regular
operation of the Company and management of its business, subject to the duties
and guidelines set by the Board of Directors.
Paragraph 1 - Those
acts destined to produce effect before any third parties shall be signed by two
executive officers together, or by one executive officer and one
attorney-in-fact, our two attorneys-in-fact, with special powers.
Paragraph 2 - Upon
the act of two of its executive officers, the Company may appoint
attorneys-in-fact, whereas their powers of attorney shall specify the purpose
thereof, the powers granted and the validity term, which shall not exceed one
year, except where the power of attorney is granted with powers to represent the
Company in court, the validity which shall be for an indeterminate
term.
Paragraph 3 - The
prior approval of the Board of Directors shall be required for the performance
of acts that might result in acquisition, disposal, swap and encumbrance of real
estate property, offer of collateral or personal guarantees, taking out of loans
or waiver of rights the amount of which be in excess of three percent (3%) of
the Company’s net worth.
Paragraph 4 -
Exceptionally, the Executive Board may authorize the Company’s representation by
one sole executive officer or one especially appointed attorney-in-fact, by
detailing in the minutes of the meeting the purpose and limits of the powers
granted.
Article
26 It shall be
incumbent on the President:
a) to manage, guide
and coordinate the Company’s activities;
b) to call and
preside over the Executive Board’s meetings;
c) to represent the
Company in court or out of court, either as plaintiff or as
defendant.
Article
27 When elected, it
shall be incumbent on the Vice-President to cooperate with the President in the
performance of his/her duties.
Article
28 It shall be incumbent
on the Investor Relations Officer to represent the Company before regulatory
agencies and further institutions operating in the capital market, in addition
to performing the duties that are assigned to him by the Board of
Directors.
Article
29 The officers
without specific designation shall perform, in addition to the duties assigned
to them in the Company’s Bylaws, all those other duties assigned to them by the
Board of Directors.
Article
30 It shall be
incumbent on two officers, who shall act together:
a) to represent the
Company before any third parties, except for the provision of letter “c” of
article 26 above;
b) the performance
of all further acts provided for in article 25 above.
Article
31 The officers may
replace each other, subject to the following:
a) in the event of
occasional absence or impediment for a period up to sixty (60) days, the
President shall be replaced by the Vice-President, in the event of his/her
appointment, whereas the latter shall be replaced by one of the members of the
Executive Board appointed in advance by the President.
b) in the event of
vacancy of an officer’s position, he/she may be replaced up to the next Board of
Directors’ Meeting by the officer appointed by the President.
c) the temporary
filling in of all further Executive Board’s positions upon the President’s
decision shall be discretionary.
CHAPTER
VII
Fiscal
Council
Article
32 The Company shall
have a permanent Fiscal Council composed of no less than three and no more than
five members, and a like number of alternates, with such duties, powers, and
compensation as provided by law, with a term of office of one (1) year, with
reelection allowed.
Paragraph 1 – The
Fiscal Council shall hold regular meetings quarterly and extraordinary meetings
as necessary, and the meeting minutes shall be recorded in a proper
book.
Paragraph 2 – Its
members shall be subject to such obligations and prohibitions as imposed by law
and by these Bylaws on the Company’s managers.
Article
33 In addition to the
activities provided in the Brazilian legislation, the Fiscal Council shall act
as an Audit Committee as defined in Sarbanes-Oxley Act.
Sole Paragraph – For
the full performance of the duties in the Audit Committee, the requirements
provided in the applicable legislations, the provisions of these Bylaws, and the
Charter of the Fiscal Council and Audit Committee shall be observed, which
Charter shall establish its powers and operating rules.
CHAPTER
VIII
Fiscal
Year
Article
34 The fiscal year
shall begin on January 1 and end on December 31 of each year.
Article
35 After the balance
sheet and the financial statements are drawn up, and after deduction of
accumulated losses, provision for income tax payment, and should this be the
case, provision for managers’ profit sharing, then the net profit found shall
have the following allocation:
a) five percent (5%)
to form a legal reserve up to the point it reaches twenty percent (20%) of the
capital stock;
b) fifty percent
(50%) to pay mandatory dividends to shareholders, with offsetting of the
semi-annual and interim dividends that may have been declared;
c) the balance shall
have the allocation decided by the General Meeting, subject to the Board of
Directors' proposal.
Paragraph 1 - In
addition to the annual balance sheet for the period, the Company may further
draw up semi-annual balance sheets as well as, at any time, special balance
sheets, and the Board of Directors may, upon approval of the Annual General
Meeting, declare interim dividends, to be allocated to the accumulated profits
or profit reserve accounts existing at the time when the last annual or
semi-annual balance sheet was published.
Paragraph 2 -
Dividends not claimed within three years as of the date they have been made
available to shareholders shall be subject to forfeiture and inure to the
benefit of the Company.
Article
36 The General
Meeting may grant sharing in the fiscal year profits to managers.
CHAPTER
IX
General
Provisions
Article
37 The Company shall
be liquidated in the events provided for in law, whereupon it shall be incumbent
on the General Meeting to determine the form of liquidation, appoint a
liquidator, and elect the Audit Committee which shall operate the Company over
the liquidation period.
Article
38 The Minutes of the
General Meetings, as well as those of the Board of Directors’ Meetings shall be
issued by electronic means, on spare pages and shall be signed by the attending
members, to be then bound into a book. When these minutes contain resolutions
destined to produce effects before third parties, they shall be filed with the
Commercial Registry and published.
Article
39 The direct or
indirect transfer of the Company’s control is subordinated to the suspensive
condition of the acquiring party making a public offering for the total
acquisition of the free float of shares, both common and preferred, pertaining
to the remaining shareholders, at a price and under payment conditions equal to
those which have been agreed with members of the controlling block of
shareholders.
Sole paragraph: The
Controlling Shareholders Agreement of the Company,
Ultra S.A. Participações, Avaré Participações S.A. and Igel
Participações S.A., signed on March 22 2000 and filed at the Company’s head
office, contains complementary norms to be followed in the case of a transfer of
the company’s control.
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: April
29, 2008
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ULTRAPAR
HOLDINGS INC.
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By:
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/s/
André Covre
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Name:
André Covre
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Title:
Chief Financial and Investor Relations Officer
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(Minutes
of Ordinary and Extraordinary General Meeting)