ULTRAPAR
PARTICIPAÇÕES S.A.
CNPJ nº
33.256.439/0001- 39
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NIRE
35.300.109.724
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Minutes
of General Shareholders’ Meeting held on April 28th,
2010
Date, Time and
Location:
April 28th,
2010, at 2:00 p.m., at the Company’s headquarters, located at Av. Brigadeiro
Luiz Antônio, nr 1343
– 9th
floor, in the City and State of São Paulo.
Attendance:
Attending: (i)
shareholders representing 60.69% of the social capital (being 95.43% voting
shareholders and 40.88% preferred shareholders); (ii) the Chairman of the Board
of Directors of the Company; (iii) the Chief Executive Officer of the Company;
(iv) members of the Fiscal Council of the Company; and (v) Mr. Alexandre
Heinermann, registered with CRC nr
1SP228175/O-0, representing KPMG Auditores Independentes, independent
audit firm of the Company.
Publications:
Call Notice:
Published in the newspapers “Diário Oficial do Estado de São Paulo (official
gazette of the State of São Paulo)” on April 13th,
14th and
15th,
2010, pages 35, 48 and 53, respectively, and “Valor Econômico” on April 13th,
14th and
15th,
2010, pages B11, C3 e D7, respectively.
Notice to
Shareholders: Waived, due to the publication of the documents referred to
in Article 133 of the Brazilian Corporate Law, in the newspapers “Diário Oficial
do Estado de São Paulo” on February 26th,
2010, pages 118 to 128 and “Valor Econômico” on February 26th,
2010, pages A17 to A28.
(Minutes of General
Shareholders’ Meeting of Ultrapar Participações S.A. on
04/28/2010)
Chairman
and Secretary of the Meeting:
Chairman – Luiz
Antonio de Sampaio Campos
Secretary – Rafael
Padilha Calábria
Order
of the day:
In accordance with
the published Call Notice.
Discussed
and approved matters:
Preliminary, it was
approved that the minutes of this Meeting would be written out as a summary,
pursuant to Article 130, first paragraph of the Brazilian Corporate Law and the
publication of the minutes omitting signatures was authorized, pursuant to third
paragraph of Article 130.
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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(Minutes of General
Shareholders’ Meeting of Ultrapar Participações S.A. on
04/28/2010)
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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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(Minutes of General
Shareholders’ Meeting of Ultrapar Participações S.A. on
04/28/2010)
Shareholders’
Meeting to be held in 2011 in order to examine the documents referred to in
Article 133, of the Brazilian Corporate Law, related to the current fiscal
year:
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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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(Minutes of General
Shareholders’ Meeting of Ultrapar Participações S.A. on
04/28/2010)
LUCIO DE CASTRO ANDRADE FILHO,
Brazilian, married, engineer, holder of Identity Card RG nr
3.045.977/SSP-SP and CPF/MF nr
061.094.708-72, with business address at Av. Brigadeiro Luiz Antonio, nr 1343
– 9th
floor, Bela Vista, in the City and State of São Paulo; ANA MARIA LEVY VILLELA IGEL,
Brazilian, widow, businesswoman, holder of Identity Card RG nr
2.821.401/SSP-SP and CPF/MF nr
513.400.208-82, with business address at Av. Brigadeiro Luiz Antonio, nr 1343
– 5th
floor, Bela Vista, in the City and State of São Paulo; PAULO VIEIRA BELOTTI,
Brazilian, married, engineer, holder of Identity Card RG nr
946.526-1/IFP-RJ and CPF/MF nr
001.388.357-72, with offices at Rua do Ouvidor, nr 60,
room 1104, Centro, in the City and State of Rio de Janeiro; OLAVO EGYDIO MONTEIRO DE
CARVALHO, Brazilian, legally separated, industrial, holder of Identity
Card RG nr
01.585.449-0/IFP-RJ and CPF/MF nr
007.260.107-82, with business address at Ladeira Nossa Senhora, nr 163 –
7th
floor, in the City and State of Rio de Janeiro; and NILDEMAR SECCHES, Brazilian,
widower, engineer, holder of Identity Card RG nr
3.997.339-6/SSP-SP and CPF/MF nr
589.461.528-34, with business address at Av. Escola Politécnica, nr 760,
Jaguaré, in the City and State of São Paulo.
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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(Minutes of General
Shareholders’ Meeting of Ultrapar Participações S.A. on
04/28/2010)
133, of the
Brazilian Corporate Law, related to the current fiscal year:
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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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(Minutes of General
Shareholders’ Meeting of Ultrapar Participações S.A. on
04/28/2010)
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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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(Minutes of General
Shareholders’ Meeting of Ultrapar Participações S.A. on
04/28/2010)
and seven hundred
reais) and other effective members to receive a monthly compensation of R$
9,950.00 (nine thousand and nine hundred and fifty reais).
Observations:
(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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As there were no
further matters to be discussed, the Meeting was wound up, and these Meeting
minutes were presented, read, approved and duly signed by the shareholders
present.
(Minutes of General
Shareholders’ Meeting of Ultrapar Participações S.A. on
04/28/2010)
ULTRA
S.A. PARTICIPAÇÕES
PAULO GUILHERME AGUIAR CUNHA,
as a shareholder and Chairman of the Board of Directors of the
Company
PEDRO WONGTSCHOWSKI – Chief
Executive Officer
MONTEIRO
ARANHA S.A.
RENATO OCHMAN, and as proxy of
PARTH INVESTMENT COMPANY
LLC
ANTONIO
PEREZ
DODGE
& COX WORLDWIDE FUNDS PLC; DODGE & COX INTERNATIONAL STOCK FUND; DODGE
& COX GLOBAL STOCK FUND
DYNAMO
BRASIL I LLC; DYNAMO BRASIL II LLC; DYNAMO BRASIL III LLC; DYNAMO BRASIL IV LLC;
DYNAMO BRASIL V LLC; DYNAMO BRASIL VI LLC; DYNAMO BRASIL VII LLC; DYNAMO BRASIL
VIII LLC; DYNAMO BRASIL IX LLC
KEMNAY
DYBRA LLC; ASCESE FUNDO DE INVESTIMENTO EM AÇÕES; DYC FUNDO DE INVESTIMENTO EM
AÇÕES; DYNAMO BETON FUNDO DE INVESTIMENTO EM AÇÕES; DYNAMO COUGAR FUNDO DE
INVESTIMENTO EM AÇÕES; DYBRA FUNDO DE
(Minutes of General
Shareholders’ Meeting of Ultrapar Participações S.A. on
04/28/2010)
INVESTIMENTO
EM AÇÕES; TNAD FUNDO DE INVESTIMENTO EM AÇÕES; FPRV DYN UIRAPURU FUNDO DE
INVESTIMENTO EM AÇÕES PREVIDENCIÁRIO; SÃO FERNANDO IV FUNDO DE INVESTIMENTO EM
AÇÕES; RAUTA FUNDO DE INVESTIMENTO EM AÇÕES
GROUPER
EQUITY LLC; SNAPPER EQUITY LLC
SQUADRA
MASTER LONG-BIASED FUNDO DE INVESTIMENTO EM AÇÕES; SQUADRA MASTER LONG-ONLY
FUNDO DE INVESTIMENTO EM AÇÕES
CAIXA
DE PREVIDÊNCIA DOS FUNCIONÁRIOS DO BANCO DO BRASIL – PREVI
ABEERDEN
CANADA – EMERGING MARKETS FUND; ABERDEEN GLOBAL – ABERDEEN EMERGING MARKETS
EQUITY FUND; ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND; ACADIAN EMERGING
MARKETS EQUITY FUND; ACADIAN EMERGING MARKETS EQUITY II FUND, LLC; AT&T
UNION WELFARE BENEFIT TRUST; BGI EMERGING MARKETS STRATEGIC INSIGHTS FUND LTD;
BLACKROCK GLOBAL FUNDS; BLACKROCK LATIN AMERICA FUND, INC; CAISSE DE DEPOT ET
PLACEMENT DU QUEBEC; CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS PENSION FUND;
CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CMLA EMERGING MARKETS
FUND; COLLEGE RETIREMENT EQUITIES FUND; CRM GLOBAL OPPORTUNITY FUND; CRM
INTERNATIONAL OPPORTUNITY FUND; DESJARDINS EMERGING MARKETS FUND; DGAM EMERGING
MARKETS EQUITY FUND LP; DIMENSIONAL FUNDS II, PLC; DIMENSIONAL FUNDS PLC; EATON
VANCE STRUCTURED EMERGING MARKETS FUND; EATON VANCE TAX-MANAGED EMERGING MARKETS
FUND; EMERGING GLOBAL SHARE DOW JONES EMERGING MARKETS TITANS COMPOSITE INDEX
FUND; EMERGING GLOBAL SHARE INDEX BRAZIL INFRASTRUCTURE INDEX FUND; EMERGING
MARKETS EQUITY TRUST 3; EMERGING MARKETS INDEX NON-LENDABLE FUND B;
(Minutes
of General Shareholders’ Meeting of Ultrapar Participações S.A. on
04/28/2010)
EMERGING
MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND; EMERGING MARKETS STRATEGIC
INSIGHTS NON-LENDABLE FUND B; EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND;
FIDELITY FIXED-INCOME TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND; FLORIDA
RETIREMENT SYSTEM TRUST FUND; FORTIS L FUND EQUITY BRAZIL; FORTIS L FUND EQUITY
LATIN AMERICA; GENERAL CONFERENCE CORPORATION OF SEVENTH-DAY ADVENTIST; GENESIS
EMERGING MARKETS FUND FOR CANADA; GENESIS EMERGING MARKETS LTD PARTNERSHIP;
HALLIBURTON CO. EMPLOYEE BENEFIT MASTER TRUST; HANSBERGER INTERNATIONAL SERIES
EMERGING MARKETS FUND; IBM DIVERSIFIED GLOBAL EQUITY FUND; IBM SAVINGS PLAN;
INSTITUTIONNEL 3D; ISHARES MSCI BRAZIL (FREE) INDEX FUND; ISHARES MSCI EMERGING
MARKETS INDEX FUND; JOHN HANCOCK FUNDS II INTERNATIONAL EQUITY INDEX FUND; JOHN
HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST A; JOHN HANCOCK TRUST
INTERNATIONAL EQUITY INDEX TRUST B; MFS MERIDIAN FUNDS – LATIN AMERICA EQUITY
FUND; ; MICROSOFT GLOBAL FINANCE; THE MONETARY AUTHORITY OF SINGAPORE; MORGAN
STANLEY STRATEGIST FUND; MU ABERDEEN FUND, GEM2 PORTFOLIO, MUNICIPAL EMPLOYEES
ANNUITY AND BENEFIT FUND OF CHICAGO; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND;
NATIONAL ELEVATOR INDUSTRY PENSION PLAN; NATIONAL PENSION SERVICE; NORTHERN
TRUST NON-UCITS COMMON CONTRACTUAL FUND; NORTHERN TRUST QUANTITATIVE FUND PLC;
PENSIONSKASSERNES ADMINISTRATION A/S; PPL SERVICES CORPORATION MASTER TRUST;
PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO; RAYTHEON COMPANY MASTER TRUST;
RUSSELL INVESTMENT COMPANY EMERGING MARKETS FUND; SCHWAB FUNDAMENTAL EMERGING
MARKETS INDEX FUND; STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM;
STATE OF CONNECTICUT RETIREMENT PLANS AND TRUST FUNDS; STATE OF NEW JERSEY
COMMON PENSION FUND D; STATE OF NEW MEXICO EDUCATIONAL RETIREMENT BOARD; TEACHER
RETIREMENT SYSTEM OF TEXAS; TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS;
THE ADVISOR’S INNER CIRCLE FUND II – AB EMERGING MARKETS FUND; THE CITY OF
EDINBURGH COUNCIL ; THE EMM UMBRELLA FUNDS; THE FUTURE FUN BOARD OF GUARDIANS;
THE GENESIS EMERGING MARKETS INVESTMENT COMPANY (SICAV); THE MASTER TRUST BANK
OF JAPAN LTD RE MTBC400035147; THRIVENT PARTNER EMERGING MARKETS PORTFOLIO;
THRIVENT PARTNER WORLDWIDE ALLOCATION FUND; UAW RETIREE MEDICAL BENEFITS TRUST;
UPS GROUP TRUST; VAN KAMPEN SERIES FUND, INC, VAN KAMPEN EMERGING MARKETS FUND;
VANGUARD EMERGING MARKETS STOCK INDEX FUND; VANGUARD FTSE ALL-WORLD EX-US INDEX
FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; VANGUARD TOTAL
WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUND;
WEST VIRGINIA INVESTMENT MANAGEMENT BOARD; WILMINGTON INTERNATIONAL EQUITY FUND
SELECT, L.P.; WILMINGTON INTERNATIONAL EQUITY FUND SELECT, L.P.; WILMINGTON
MULTI-MANAGER INTERNATIONAL FUND
GENESIS
EMERGING MARKETS FUND LIMITED; NORGES BANK; MORGAN STANLEY INVESTMENT FUNDS
LATIN AMERICA EQUITY FUND; THE UNIVERSAL INSTITUTIONAL FUNDS, INC, EMERGING
MARKETS EQUITY PORTFOLIO; MORGAN STANLEY EMERGING MARKETS FUND, INC; MORGAN
STANLEY INSTITUTIONAL FUND, INC, EMERGING MARKETS PORTFOLIO, MORGAN STANLEY
INVESTMENT FUNDS EMERGING MARKETS EQUITY FUND; VANGUARD INVESTMENT SERIES, PLC;
ABERDEEN DEVELOPING MARKETS FUND; JAPAN TRUSTEE SERVICES BANK, LTD AS TRUSTREE
FOR THE SUMINOTO TRUST & BANKING CO, LTD, AS TRUSTEE FOR MORGAN STANLEY
LATIN AMERICA EQUITY FUND (FOR QUALIFIED INSTITUTIONAL INVESTORS ONLY); VANGUARD
TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS; PENN
SERIES EMERGING MARKETS EQUITY FUND; EMPLOYEES RETIREMENT SYSTEM OF TEXAS; DEVON
COUNTY COUNCIL; AUSTRALIAN REWARD INVESTMENT ALLIANCE; WASHINGTON STATE
INVESTMENT BOARD; UNIVERSITIES SUPERANNUATION SCHEME LTD.
(Minutes of General
Shareholders’ Meeting of Ultrapar Participações S.A. on 04/28/2010)