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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 the Ordinary and Extraordinary General Meeting of Shareholders held on
April 28, 2008
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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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To write out
the minutes of this meeting in form of summary of the deliberations, as
set out in Art. 130, § 1º of Law 6,404/76 and authorize their publication
omitting signatures, in the form of § 3rd,
of the same article.
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2.
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At
the Extraordinary Shareholders’
Meeting
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2.1.
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To approve the
modification of the Company Bylaws to alter the maximum number of members
of the Board of Directors, which will be composed of 4 (four) to 8
(eight), with the consequent modification of Article 17 as
follows:
“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.”
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2.2.
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To consolidate
the Company bylaws, in accordance with Appendix I in this
Minute.
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3.
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At
the Ordinary Shareholders’
Meeting
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3.1.
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To approve,
with no amendments or qualification, with the abstention of the legally
restricted, the management report, financial statements and notes to the
financial statements referring to the year ended on December 31, 2007, as
well as the report from our Independent
Auditors;
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3.2.
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To approve the
capital budget for the year 2008 elaborated by the
management.
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3.3.
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To approve the
destination of net earnings for the year ended December 31, 2007, in the
total amount of R$181,893,006.45 (one hundred and eighty one million,
eight hundred and ninety three thousand, six reais and forty five cents);
in accordance with the following proposal of the
Management:
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a)
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R$
9,094,650.32 (nine million, ninety four thousand, six hundred and fifty
reais and thirty two cents), for the Legal
Reserve;
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b)
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R$
28,069,992.38 (twenty eight million, sixty-nine thousand, nine hundred and
ninety two reais and thirty eight cents), for the Reserve of Retained
Profits, based on the approved capital
budget;
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c)
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R$
144,728,363.75 (one hundred and forty four million, seven hundred and
twenty eight thousand, three hundred and sixty three reais and seventy
five cents) for dividends to common and preferred shareholders, which
added to the Reserve of Profits to be Realized, in the amount of R$
96,144,962.99 (ninety six million, one hundred and forty four thousand,
nine hundred and sixty two reais and ninety nine cents), sum up R$
240,873,326.74 (two hundred and forty million, eight hundred and seventy
three thousand and three hundred and twenty six reais and seventy four
cents), amount paid to the shareholders on March 07, 2008, corresponding
to a dividend per common or preferred share in the amount of R$
1.779403.
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3.4.
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3.4.1) To
elect the persons listed bellow to the Board of Directors, with a mandate
up to the Ordinary Shareholders’ Meeting, to be held in 2009 in order to
examine the documents referred to in Article 133, of Law 6,404/76, related
to the current financial year:
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a)
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In separated
voting, as set out in subparagraph I, of § 4th,
Article 141 of Law 6,404/76, by the shareholder Parth Investment Company,
owner of common shares representing 18.84% of the voting capital, was
elected Mr. RENATO
OCHMAN, Brazilian, married, lawyer, registered with OAB/SP under nº
82.152 and holder of CPF/MF nº 375.739.690-15, whose offices are at Av.
Brigadeiro Faria Lima, nº 1461 – 11th floor, Bairro do Jardim Paulistano,
in the City and State of São Paulo (CEP
01451-904);
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b)
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In separated
voting, as set out in subparagraph I, of § 4th,
Article 141 of Law 6,404/76, by the preferred shareholder, as requested by
the shareholders Caixa de Previdência dos Funcionários do Banco do Brasil
– PREVI, Monteiro Aranha S.A., Dodge & Cox International Stock Fund
and Fundo de Participação Social – FPS, owners of preferred shares
representing 17.8% of the paid-up capital and 28.0% of the
preferred shares, was elected Mr. LUIZ CARLOS TEIXEIRA,
Brazilian, married, bank employee, and holder of Identity Card RG nº
3833390 and CPF/MF nº 048.344.108-20, resident and domiciled in the city
of Ribeirão Preto, in the state of São Paulo State, at Rua Rui Barbosa, nº
522, aptº 42;
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c)
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As approved by
the majority shareholders owners of common shares, representing 78.8% of
the voting capital, were elected Mr. PAULO GUILHERME AGUIAR
CUNHA, Brazilian, married, engineer, holder of Identity Card RG nº
4.554.607/SSP-SP and CPF/MF nº 008.255.498-68, whose business address is
at Av. Brigadeiro Luiz Antônio, nº 1343 -
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3.4.2) To
set a global maximum annual limit for the remuneration for the Members of
the Board of Directors, of R$
3,600,000.00 (three million and six hundred thousand reais), in the terms
of the proposal presented and approved at the
Shareholders´Meeting.
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3.5
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3.5.1) To
elect the persons below qualified to be members of the Fiscal Council,
with a mandate up to the Annual General Meeting to deliberate on the
management accounts related to the current fiscal
year:
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a)
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In separated
voting, as set out in subparagraph I, of § 4th,
Article 141 of Law 6,404/76, among the preferred shareholders present at
the Meeting and having been presented other names to be considered, were
elected by the shareholders Caixa de Previdência dos Funcionários do Banco
do Brasil – PREVI, Monteiro Aranha S.A., Dodge & Cox International
Stock Fund and Fundo de Participação Social – FPS, representing 28.0% of
total preferred shares, Mr. Edson Pena Junior,
Brazilian, divorced, economist, registered under CPF/MF nº
120.058.191-15, resident and domiciled in the City of Brasília, Federal
District, at SHIN QI 07, Conjunto 05, Casa 13, as effective
member and as alternate member Mr. Waldenor Moreira Borges Filho,
Brazilian, married, economist, registered under CPF/MF nº
765.563.018-68, resident and domiciled in the city and state of São Paulo,
at rua Carneiro Cunha, nº 571, apto.
102.
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b)
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Indicated by
the minority common shareholders, representing 10.6% of the voting
capital, as effective member Mr. Wolfgang Eberhard
Rohrbach, Brazilian, married, economist, registered under CPF/MF nº
016.771.448-15, resident and domiciled at Rua Marechal Deodoro nº 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 nº
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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By the
majority common shareholders, representing 68.3% of the voting capital,
were elected Mr. Flavio
César Maia Luz, Brazilian, married, civil engineer, registered
under CPF/MF nº 636.622.138-34, resident and domiciled at Alameda Canadá,
162, Alphaville 2, in the city of Barueri, in the State of São Paulo;
Mário Probst,
Brazilian, married, accountant and business administrator, registered
under CPF/MF n°
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3.5.2)
To set the remuneration for the members of the Fiscal Council at R$
8,000.00 (eight thousand reais) per month for the member designated as
president of the Fiscal Council and R$ 7,400.00 (seven thousand and four
hundred reais) per month for each effective
member.
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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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