ITEM
1
ULTRAPAR
PARTICIPAÇÕES S.A.
Summary
of Notice to the Shareholders
Preemptive
Rights for Subscription
of
Shares of a Wholly-Owned Subsidiary
THIS SUMMARY
CONSTITUTES A BRIEF DESCRIPTION OF INFORMATION THAT HAS BEEN FILED WITH THE
BRAZILIAN STOCK EXCHANGE AND/OR HAS BEEN PUBLISHED IN BRAZIL AND HAS BEEN
FURNISHED TO THE SECURITIES EXCHANGE COMMISSION IN ACCORDANCE WITH THE
REQUIREMENTS OF RULE 13A-16 UNDER THE SECURITIES EXCHANGE ACT OF
1934.
THE INFORMATION
HEREIN DOES NOT CONSTITUTE AN OFFER OF THE RIGHTS TO SUBSCRIBE FOR COMMON OR
PREFERRED SHARES OF REFINARIA DE PETRÓLEO RIOGRANDENSE S.A. ("RPR") AND ANY
COMMON OR PREFERRED SHARES OF RPR ISSUED AS A RESULT OF THE EXERCISE OF SUCH
RIGHTS (COLLECTIVELY, THE "SECURITIES"), AND WE ARE NOT SOLICITING OFFERS TO BUY
THE SECURITIES, IN THE UNITED STATES. NEITHER THIS INFORMATION NOR ANY COPY OF
IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES OR DISTRIBUTED OR
DISSEMINATED IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF THE U.S. SECURITIES
LAWS. THE DISTRIBUTION OF THIS DOCUMENT IN OTHER JURISDICTIONS MAY
ALSO BE RESTRICTED BY LAW, AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES
SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.
THE SECURITIES HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED, OR EXEMPT FROM, OR NOT
SUBJECT TO REGISTRATION UNDER THE SECURITIES ACT.
Summary of Notice to
the Shareholders Preemptive Rights for Subscription of Shares of a
Wholly-Owned
Subsidiary
ULTRAPAR
PARTICIPAÇÕES S.A. (“Ultrapar” or “Company”) hereby
informs its shareholders that a capital increase of Refinaria de Petróleo
Riograndense S.A. (“RPR”), a wholly-owned
subsidiary of the Company, was approved on this date. RPR intends to
use the proceeds from this capital increase to fund its near-term cash needs to
support its operations, debt service and improve its cash flows. As a
result of this capital increase and the subscription by new shareholders of
shares of Ultrapar’s wholly-owned subsidiary, RPR, Ultrapar shareholders will
have preemptive rights to subscribe to the new RPR shares in the same proportion
of shares they held in Ultrapar on February 11, 2009. RPR's capital
stock will increase R$15,000,000.00 from R$296,000.00 to R$15,296,000.00 (the
“Capital
Increase”), through the issuance of 15,000,000 new shares, 5,058,651 of which will
be common shares and 9,941,349 will be preferred shares. Both common
and preferred shares have the same subscription price.
RPR is a
privately-held company with no securities traded on any securities market (stock
exchange or over-the-counter market). As a result, the RPR shares have no
liquidity. RPR has no intention to become a publicly-traded
company.
RPR is a refinery
located in the city of Rio Grande, in the state of Rio Grande do Sul. RPR’s
produces and sells oil derivatives, mainly gasoline, diesel and
naphtha.
Summary of Notice to
the Shareholders Preemptive Rights for Subscription of Shares of a
Wholly-Owned
Subsidiary
The procedures,
terms and conditions for the exercise of the preemptive rights by the Company's
shareholders were also approved.
The new RPR shares
resulting from the capital increase will be subscribed by the Company, Braskem
S.A. (“Braskem”) and Petróleo Brasileiro S.A. – Petrobras (“Petrobras”) to the
extent that such shares are not subscribed by the Company's shareholders as a
result of the exercise of their preemptive rights. After subscribing
and paying for the new shares, the Company, Braskem and Petrobras intend to
enter into a Shareholders’ Agreement.
São Paulo, February 11,
2009
André Covre
Chief Financial and Investor Relations
Officer
ULTRAPAR PARTICIPAÇÕES S.A.