ULTRAPAR HOLDINGS INC

Foreign Filer Report • Sep 30, 2004

6-K 1 sep3004_6k.htm sep3004_6k

Form 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Report Of Foreign Private Issuer Pursuant To Rule 13a-16 Or 15d-16 Of The Securities Exchange Act Of 1934

For the month of September, 2004

Commission File Number: 001-14950

ULTRAPAR HOLDINGS INC. (Translation of Registrant’s Name into English)

Avenida Brigadeiro Luis Antonio, 1343, 9º Andar São Paulo, SP, Brazil 01317-910 (Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes No X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes No X

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

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ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

ITEM		SEQUENTIAL PAGE NUMBER
1 .	Announcement of a
material fact – Shareholders Agreement	3
2 .	Shareholders Agreement
- 2004	5

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ITEM 1

Announcement of a material fact

Ultrapar announces the signing of a new Shareholders’ Agreement between the shareholders of Ultra S.A., its parent company

ULTRAPAR PARTICIPAÇÕES S.A. (“Ultrapar") hereby informs its shareholders and investors in general that the shareholders of Ultra S.A., its parent company, have signed a shareholders’ agreement primarily aimed at maintaining the controlling shareholder block in Ultrapar (“2004 Shareholders’ Agreement”).

Currently 66.7% of the voting capital of Ultrapar is held by Ultra S.A., whose largest shareholders are (i) Igel Participações S.A. (“Igel”), a holding company that encompasses the shareholdings of certain members of Ultrapar’s founding family, and (ii) Avaré Participações S.A. (“Avaré”), a holding company of which 69% belongs to members of the senior management of Ultrapar.

As a consequence of previous statutory provisions, Igel and Avaré shall be dissolved on December 16, 2004, and their shareholders shall receive shares in Ultra S.A. in reimbursement of their shares in the respective paid-up capital, in the same proportion and of the same share class as previously held by Igel and Avaré.

In view of the new controlling structure, the shareholders of Igel and Avaré and the other shareholders of Ultra S.A. have resolved to add to, and improve on, the existing agreement, dated May 22, 1997, establishing among other items, (i) principles for decision making; (ii) rules and conduct of the representatives of Ultra S.A. on the Board of Directors of Ultrapar; and (iii) liquidity mechanisms for the shares of Ultra S.A.

The key objectives of this move are (i) to maintain a defined and stable controlling shareholder block in Ultrapar, (ii) to ensure it continues to be driven by professional management and (iii) to improve its principles of corporate governance.

The 2004 Shareholders’ Agreement has an initial validity of five years, counting from the date of the dissolution of Igel and Avaré, on December 16, 2004.

Copies of the 2004 Shareholders’ Agreement are available at Ultrapar’s head office and have been filed with São Paulo stock exchange (Bovespa), the Brazilian securities exchange commission (CVM –Comissão de Valores Mobiliários ) and the US Securities and Exchange Commission (SEC).

São Paulo, September 29 th , 2004.

Paulo G. A. Cunha Chairman of the Board of Directors ULTRAPAR PARTICIPAÇÕES S.A

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ITEM II

SHAREHOLDERS’ AGREEMENT OF ULTRA S/A - PARTICIPAÇÕES

Under the present Shareholders’ Agreement Instrument, the Agreeing Parties , henceforward, collectively thus designated:

| I – | ANA MARIA LEVY
VILLELA IGEL , Brazilian citizen, widow,
businesswoman, holder of identity card number 2.821.401/SSP-SP and
CPF/MF number 513.400.208-82, resident and domiciled at Rua Jean
Sibelius, number 35, 17th floor, in the city of São Paulo,
in the state of São Paulo; |
| --- | --- |
| II - | FÁBIO IGEL ,
Brazilian citizen, married, businessman, holder of identity card number
16.473.97-X/SSP-SP and CPF/MF number 187.996.078-83, resident and domiciled
at Rua Tucumã, number 401, apt 71, in the city of São
Paulo, in the state of São Paulo; |
| III - | MÁRCIA IGEL JOPPERT ,
Brazilian citizen, married, businesswoman, holder of identity card
number 2.987.353/SSP-SP and CPF/MF number 694.695.398-34, resident
and domiciled at Rua Pirandelo, number 50, in the city of São
Paulo, in the state of São Paulo; |
| IV - | ROGÉRIO
IGEL , Brazilian citizen, divorced,
businessman, holder of identity card number 2.992.103/SSP-SP and
CPF/MF number |

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| | 061.076.308-30, resident and domiciled at Rua
Marcos Melega, number 150, 16th floor, in the city of São Paulo,
in the state of São Paulo; |
| --- | --- |
| V - | JOYCE IGEL DE CASTRO ANDRADE ,
Brazilian citizen, married, businesswoman, holder of identity card
number 3.005.592/SSP-SP and CPF/MF number 074.266.918-10, resident
and domiciled at Rua General Mena Barreto, number 743, 2 nd floor,
in the city of São Paulo, in the state of São Paulo; |
| VI - | LUCIO DE CASTRO ANDRADE FILHO, Brazilian
citizen, engineer, holder of identity card number 3.045.977/SSP-SP
and CPF/MF number 061.094.708-72, resident and domiciled at Rua General
Mena Barreto, number 743, 2 nd floor, in the city of São
Paulo, in the state of São Paulo; |
| VII - | PAULO GUILHERME AGUIAR CUNHA ,
Brazilian citizen, married, engineer, holder of identity card number
4.554.607/SSP-SP and CPF/MF number 008.255.498-68, resident and domiciled
at Rua Padre João Manoel, number 493, apt 22, in the city of
São Paulo, in the state of São Paulo; |
| VIII - | FÁBIO
SCHVARTSMAN , Brazilian citizen, married,
engineer, holder of identity card number 4.144.579/SSP-SP and CPF/MF
number 940.563.318-04, resident and domiciled at Rua Conselheiro
Torres Homem, number 401, in the city of São Paulo, in the
state of São Paulo; |
| IX - | JOSÉ CARLOS GUIMARÃES
DE ALMEIDA , Brazilian citizen, married,
engineer, holder of identity card number 300.310/SSP-SP and |

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| | CPF/MF number 007.207.478-72, resident and
domiciled at Rua Ministro Roberto Cardoso Alves, number 1490, in the
city of São Paulo, in the state of São Paulo; |
| --- | --- |
| X - | PEDRO WONGTSCHOWSKI, Brazilian
citizen, divorced, chemical engineer, holder of identity card number
3.091.522/SSP-SP and CPF/MF number 385.585.058-53, resident and domiciled
at Rua Mercedes, number 1065, in the city of São Paulo, in the
state of São Paulo; |
| XI - | CHRISTY PARTICIPAÇÕES
LTDA , based at Rua Visconde de Pirajá,
number 351, Suite 917, in the city of Rio de Janeiro, in the state
of Rio de Janeiro, registered under CNPJ number 33.363.896/0001-22,
herein represented under the terms of the company bylaws by HÉLIO MARCOS
COUTINHO BELTRÃO, Brazilian citizen,
married, engineer, holder of identity card number 879.392/SSP-DF
and CPF/MF number 008.786.367-73, resident and domiciled at Rua Maestro Elias
Lobo, number 749, in the city of São Paulo, in the state of Paulo; |
| and as Consenting
Parties : | |
| (I) | PATR¥CIA
LOBO IGEL, Brazilian citizen, married,
housewife, holder of identity card number 32.227.577-05/SSP-SP and
CPF/MF number 216.546.068-98, resident and domiciled at Rua Tucumã,
number 401, apt 71, in the city of São Paulo, in the state
of São Paulo; |
| (II) | ROBERTO
LUIZ JOPPERT , Brazilian citizen, married,
cattle breeder, holder of identity card number 3.410.166/SSP-SP and
CPF/MF |

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| | number 608.887.848-72, resident and domiciled
at Rua Pirandelo, number 50, in the city of São Paulo, in the
state of São Paulo; |
| --- | --- |
| (III) | MARIA
TERESA IGEL, Brazilian citizen, divorced,
holder of identity card number 14.660.307/SSP-SP and CPF/MF number
244.300.647-68, resident and domiciled at Av. Camilo Nader, number
97, 10 th floor, Vila Morumbi, in the city of São
Paulo, in the state of São Paulo; |
| (IV) | LEA
REZENDE DE QUEIROZ CUNHA , Brazilian
citizen, married, psychologist, holder of identity card number 5.490.817/SSP
and CPF/MF number 148.127.198-95, resident and domiciled at Rua Padre
João Manoel, number 493, apt. 22, in the city of São
Paulo, in the state of São Paulo; |
| (V) | MÔNICA
BASTOS RENNÓ, Brazilian citizen,
married, engineer, holder of identity card number 32.661.144-7/SSP-SP
and CPF/MF number 020.984.487-67, resident and domiciled at Rua Conselheiro
Torres Homem, number 401, in the city of São Paulo, in the
state of São Paulo; |
| (VI) | MARIA
CEC¥LIA SALLES ANDRADE GUIMARÃES DE ALMEIDA, Brazilian
citizen, married, businesswoman, holder of identity card number 3.361.574-3/SSP-SP
and CPF/MF number 265.851.478-63, resident and domiciled at Rua Ministro
Roberto Cardoso Alves, number 1490, in the city of São Paulo, in the
state of São Paulo; |

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| | and as Intervening
Parties : |
| --- | --- |
| (I) | ULTRA S/A - PARTICIPAÇÕES, based
at Avenida Brigadeiro Luís Antônio,
number 1343, 9 th floor, in the city of São Paulo,
in the state of São Paulo, registered under CNPJ number 54.041.439/0001-91,
herein represented according to its company bylaws by PAULO GUILHERME
AGUIAR CUNHA, Brazilian citizen, married, engineer,
holder of identity card number 4.554.607/SSP-SP and CPF/MF number 008.255.498-68,
resident and domiciled at Rua Padre João Manoel, 493, apt 22, in the
city of São Paulo, in the state of São Paulo and by LUCIO
DE CASTRO ANDRADE FILHO, Brazilian citizen, married, engineer, holder
of identity card number 3.045.977/SSP-SP and CPF/MF number 061.094.708-72,
resident and domiciled at Rua General Mena Barreto, number 743, 2 nd floor,
in the city of São Paulo, in the state of São Paulo; |
| (II) | ULTRAPAR PARTICIPAÇÕES
S/A , based at Avenida Brigadeiro Luís
Antônio, number 1343, 9 th floor, in the city of
São Paulo, in the state of São Paulo, registered under
CNPJ number 33.256.439/0001-39, herein represented according to its
company bylaws by PAULO GUILHERME AGUIAR CUNHA, Brazilian
citizen, married, engineer, holder of identity card number 4.554.607/SSP-SP
and CPF/MF number 008.255.498-68, resident and domiciled at Rua Padre
João Manoel, 493, apt 22, in the city of São Paulo,
in the state of São Paulo and by LUCIO DE CASTRO ANDRADE
FILHO, Brazilian citizen, married, engineer, holder of identity
card number 3.045.977/SSP-SP and CPF/MF number 061.094.708-72, resident
and |

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| |
| --- |
| hereinafter respectively referred
to as “ The Company ” and “ Ultrapar ”, |
| CONSIDERING that
the Agreeing Parties are shareholders in the companies Igel
Participações S/A and Avaré Participações
S/A; |
| CONSIDERING that
the companies Igel Participações S/A and Avaré Participações
S/A are holders, jointly, of 73.13% (seventy-three decimal point one
three percent) of the total capital and 98.99% (ninety-eight decimal
point nine nine percent) of the voting capital of The Company ,
which, in turn, holds 66.7% (sixty-six decimal point seven percent)
of the voting capital of Ultrapar ; |
| CONSIDERING that,
on December 16, 2004, Igel Participações S/A and Avaré Participações
S/A are to be a wound up, with the respective shareholders, Agreeing
Parties , receiving as reimbursement for their respective shares
in the capital of Igel Participações S.A. and Avaré Participações |

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| S.A., shares issued by The
Company , and as a result together holding
almost the whole of its paid-up capital, represented by ordinary
and preferred shares; |
| --- |
| CONSIDERING that
the shareholding above confers to the Agreeing
Parties , jointly, the control power of The Company and,
indirectly, the control power of Ultrapar ; |
| CONSIDERING the
convenience of maintaining a defined and stable controlling shareholding
block in The Company and in Ultrapar ; |
| CONSIDERING that
it is in the common interest of the Agreeing Parties to exercise,
maintain and organise this shareholding control power; |
| CONSIDERING the
need to provide a legal basis among the Agreeing Parties for
the establishment of a common and uniform procedure on issues that
involve their interests as direct controlling shareholders of The
Company and their indirect control of Ultrapar ; |

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| CONSIDERING that,
on the other hand, it is in the common interest of the Agreeing
Parties to regulate the purchase and sale of their respective shareholdings
in the capital of The Company , envisaging the institution of
a system of preferential purchase and sale, establishing liquidity
in their shares and at the same time maintaining the majority block
of controlling shares intact, including the possibility of transferring
shares to a third party; |
| --- |
| CONSIDERING that
it is recognised that the Agreeing Parties are in full accord
that the management of Ultrapar and its subsidiaries must remain
strictly professional, while maintaining a relationship of trust between
the shareholders and the executives; |
| CONSIDERING that, according
to the best corporate governance practices, the members of the Board
of Directors of Ultrapar , elected
by The Company, will have the duty, acting independently, to
guide the business of The Company and represent all the Agreeing
Parties without individual distinction; |

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| CONSIDERING that the Agreeing
Parties will direct the election of the board members who will
represent them jointly at Ultrapar according to requirements
of competence and experience; |
| --- |
| CONSIDERING the
concern of the Agreeing Parties to stimulate initiatives consistent
with the social responsibility stance of Ultrapar and its subsidiaries,
in their relationships with internal and external communities; |
| CONSIDERING, throughout, that
the Agreeing Parties intend to preserve the values of Ernesto
and Pery Igel and the history of Ultrapar and its subsidiaries,
ensuring the continuity and success of its companies, overseeing the
fulfilment of its social and corporate objectives, and observing the
principles of ethics, democracy and transparency; |
| CONSIDERING that
the Agreeing Parties understand that the current Agreement might
be refined, adapted and updated as new |

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Hereby resolve, in
the finest legal manner, to consummate this Shareholders’ Agreement ,
which will be regulated by the applicable legislation and by the clauses
and conditions hereafter stipulated:
I – RELATED
SHARES
1.1	This Agreement relates
to all the common and preferred shares, subscription rights and securities
convertible into shares, issued by The Company and owned by
the Agreeing Parties , and also to those shares, subscription
rights and securities convertible into shares, issued by The Company ,
which may be acquired by the Agreeing Parties in the future,
subsequently defined as Shares and Rights .
II - EXERCISING THE
VOTE OF THE AGREEING PARTIES, THE COMPANY AND THE MEMBERS OF THE
BOARD OF DIRECTORS OF ULTRAPAR ELECTED BY THE COMPANY
2.1	The Agreeing Parties will
vote using their ordinary shareholdings, always together and in a united
decision, at all of The Company's General Shareholder Meetings,
conforming to the decisions reached at the respective Advance Meeting ,
respecting the quorum established in Chapter IV.

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| 2.2 | The Company ,
through its representative, will vote at the General Shareholder Meetings
of Ultrapar , always and obligatorily according to the decisions
reached at the respective Advance Meeting of the shareholders
of The Company , respecting the quorum established in Chapter
IV. |
| --- | --- |
| 2.3 | The board members elected by
the Agreeing Parties will vote at the board meetings of The
Company and Ultrapar , on matters referred to in Clause 4.2,
always and obligatorily according to the decisions reached at the respective Advance
Meeting of the shareholders of The Company . |
| III - CONVENING AND
HOLDING OF ADVANCE MEETINGS OF GENERAL SHAREHOLDER MEETINGS AND MEETINGS
OF THE BOARD OF DIRECTORS OF THE COMPANY AND OF ULTRAPAR | |
| 3.1 | The Advance Meetings of shareholders
of The Company will be held at the headquarters of The Company or
in any other location stipulated in advance,
before each general shareholder meeting of The Company and Ultrapar ,
and also before meetings of the board of directors of Ultrapar . |
| 3.2 | The Agreeing Parties , at Advance
Meetings of general shareholder meetings of The Company and Ultrapar , will
establish their collective voting decision on all matters relating
to the respective meeting. |

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| 3.3 | At Advance Meetings of
the meetings of the board of directors of Ultrapar , the Agreeing
Parties will make themselves acquainted with all the matters to
be debated therein. |
| --- | --- |
| 3.4 | The Advance Meeting shall be
convened at an opportune and reasonable time by any of the Agreeing
Parties , or by a member of the board of directors of Ultrapar designated
by The Company , by means of e-mail,
fax, or any other means of written communication sent to the other
parties, with a minimum prior notice of 5 (five) days. The convening
notice must contain, in a clear and succinct manner, all the matters
to be discussed. |
| 3.5 | The Advance Meeting must
be held with the presence of the Agreeing Parties who represent,
at the minimum, an absolute majority of the common shares issue by The
Company . Agreeing Parties who participate in the meeting
via any means of communication at a distance will also be considered
to be present. |
| 3.6 | Each common share issued by The
Company and owned by the Agreeing Parties will correspond to one vote
in the decisions taken at the Advance Meetings . |
| 3.7 | Approval of the management’s
accounts, presented in the financial statements of The Company and Ultrapar , may
not be carried out at Advance Meetings , this being a decision
pertaining to the respective ordinary general shareholders’ meetings.
However, the financial |

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| 3.8 | statements of Ultrapar should
be debated at the Advance Meetings before being voted on at
the respective shareholders’ meeting. — In the event of a general shareholders’ meeting
of The Company or of Ultrapar being held, without a respective Advance
Meeting , the Agreeing Parties , the representative of The
Company and the board members of Ultrapar elected by the Agreeing
Parties , should appear at the respective meeting to vote exclusively
for the suspension of work in progress at the meeting, during the time
necessary to hold an Advance Meeting . | |
| --- | --- | --- |
| IV - QUORUM REQUIRED
FOR DECISION-MAKING AT ADVANCE MEETINGS | | |
| 4.1 | With the exception of those outlined
in Clause 4.2 below, the decisions at the Advance Meetings will
be made by Agreeing Parties who represent, at the minimum, an
absolute majority of the common shares issued by The Company . | |
| 4.2 | The matters related below may only be debated
at the respective Advance Meeting with the approval of the Agreeing Parties
who represent at least 66% (sixty six percent) of the common shares issued
by The Company: | |
| | a) | changes to the bylaws of The
Company and Ultrapar ; |

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| b) | the carrying out, by The
Company or Ultrapar or by their
subsidiaries, of business of whatever nature with their direct or
indirect shareholders, which exceeds the amount of 0.01% (one hundredth
of one percent) of net worth; |
| --- | --- |
| c) | the creation, by The
Company or by Ultrapar , of new
classes of shares, or increase of shares of existing classes, or
other rights, securities convertible or not convertible into shares,
other than that already envisaged or authorised in the respective
bylaws; |
| d) | change to the rights pertaining to of classes
of existing shares issued by The
Company and Ultrapar ; |
| e) | any merger, incorporation, or spin-off involving The
Company and/or Ultrapar ; |
| f) | the divestment of shares and rights issued
by Ultrapar ,
and shares or securities of The Company , except in those cases
covered by this Agreement; |
| g) | the acquisition of assets by Ultrapar and
its subsidiaries of a value exceeding 2 (two) times the consolidated
EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation)
of Ultrapar in the preceding year or 80% (eighty percent) of
the net worth of Ultrapar in the preceding quarter, whichever
of the two is the greater; |
| h) | the divestment of assets of Ultrapar and
its subsidiaries for amounts in excess of the consolidated EBITDA (Earnings
Before Interest, Tax, |

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| | i) | Appreciation and Amortisation) of Ultrapar in
the preceding year or 50% (fifty percent) of the net worth of Ultrapar in
the preceding quarter, whichever of the two is the greater; — transactions which raise the consolidated
net debt (financial debt minus cash held and liquid investments) of Ultrapar to an amount greater than
2.5 (two and a half) times the consolidated EBITDA (Earnings Before Interest,
Tax, Depreciation and Amortisation) of Ultrapar in the preceding
year ; |
| --- | --- | --- |
| | j) | the
assumption of a new line of business for The
Company or for Ultrapar or its subsidiaries,
different in any significant extent from the company's current businesses; |
| V - ELECTION OF MEMBERS
OF THE BOARD OF DIRECTORS OF THE COMPANY | | |
| 5.1 | Each original Agreeing
Party , signatory to this Agreement,
will have the right to be elected as a member of the board of directors
of The Company , a right that is not transferable to the heirs
or successors of any shares or securities. Christy Participações
Ltda., as well as companies with Brazilian shareholdings that may
be founded by the current Agreeing Parties , will each have
the right to elect a representative to the board of directors of The
Company . In both cases, the right now established will remain
in force provided the original Agreeing Party signatory, or
the company in which he or she participates, retains at least 2%
(two per cent) of the voting capital of The Company . | |

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| VI - ELECTION OF THE
MEMBERS REPRESENTING THE COMPANY ON THE BOARD OF DIRECTORS OF ULTRAPAR | |
| --- | --- |
| 6.1 | Proposal of members of the board
of Ultrapar , to be elected by The Company , will
be deliberated on at an Advance Meeting convened and held in
the manner set out in Chapter III above, requiring the favorable vote
of Agreeing Parties who represent at least 66% (sixty six percent)
of the common shares issued by The Company . |
| 6.2 | If the necessary quorum outlined
above is not achieved, each Agreeing Party with common shares
issued by The Company , either separately or together, may present
a list with the members proposed, being obligatorily elected the members
of the list presented that has the support of an absolute majority
vote by the Agreeing Parties at the respective Advance Meeting. |
| VII - MEETINGS FOR
THE PROVIDING OF INFORMATION IN RESPECT OF KEY MATTERS DISCUSSED
BY THE BOARD OF DIRECTORS OF ULTRAPAR | |
| 7.1 | The Chairman of the Board of
Directors of Ultrapar must convene the Agreeing Parties for
a meeting either before or after any meeting of the board of directors
of Ultrapar , for the purpose of providing all the |

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| | information
requested and making available all the documents required, when the
following matters are on the board meeting agenda: — a) | strategic plan and general directives; |
| --- | --- | --- |
| | b) | organizational structure; |
| | c) | election of members to the Executive Board; |
| | d) | evaluation of the performance of the Chief
Executive Officer and the fixing of his or her salary; |
| | e) | approval levels; |
| | f) | human resources policy; |
| | g) | dividend policy; |
| | h) | hiring of auditors; |
| | i) | other significant decisions, at the criteria
of the board of directors. |
| VIII – RIGHT OF
FIRST REFUSAL | | |
| 8.1 | In the event any Agreeing
Party assigns, with or without consideration, directly or indirectly,
all or part of their common and preferred shares issued by The
Company and rights subject to the agreement to which | |

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| | he or she is a holder, the same Agreeing
Party will be obliged to firstly offer
his or her shares and rights, individually, to all the other Agreeing
Parties, in writing, by registered mail or by hand delivery requiring
the signature of the recipient , stating the quantity, payment currency
and price of the shares and rights offered. |
| --- | --- |
| 8.2 | The Agreeing Parties , informed
of such intention to sell, will have up to 30 (thirty) consecutive
days from the date on which the correspondence was received, to reply
in writing to the offering party, in respect of the offer. |
| 8.3 | Each Agreeing Party to
whom the offer is being made shall exercise the right of first refusal
of the shares and rights subject to the Agreement, allotted in proportion
to the percentage of the total capital of The Company that they
hold at the date of the offer. In this way, the right of first refusal
shall be exercised both in respect to the common shares and the preferred
shares offered, independently of the type or proportion of the common
or preferred shares owned by the party receiving the offer. |
| 8.4 | In the event of there being
a surplus of shares , due to the non-exercising
of the right of first refusal over shares and rights subject to the
Agreement, these shares will be offered to the Agreeing Parties who
have exercised their rights, according to the respective proportion of
their shareholdings at the date of the offer, who will have up to 15
(fifteen) consecutive days to respond, so as to turn effective the
purchase of all the shares and rights offered. |

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| 8.5 | The Agreeing Parties are
not obliged to preferentially sell off any of their shares or rights
subject to the Agreement if there is no interest
on the part of the other Agreeing Parties in purchasing the
entire shareholding offered. |
| --- | --- |
| 8.6 | If there should be no interest on
the part of the other Agreeing Parties in purchasing the shares
and rights offered, the offering party may sell his or her holding
to a third party, or parties, within up to 180 (one hundred and eighty)
days from the expiry of the time limit referred to above, provided
that it is offered in its entirety, adhering rigorously to the
same price, payment currency and all other conditions preferentially
offered to the Agreeing Parties . After the period of 180 (one
hundred and eighty) days stipulated above has expired, the right of
first refusal of the Agreeing Parties again comes into force,
as outlined in Chapter VIII. |
| 8.7 | Excluded from the restrictions in
this present Chapter VIII are transfers of common or preferred shares
or rights subject to the Agreement held by the Agreeing Parties to
their parents in direct line of ascent, descendents and spouses, and
also to companies with a Brazilian shareholding, already existing or
that may be founded by any Agreeing Party and his or her parents
in direct line of ascent and descendents, provided that it has the specific
statutory purpose of holding a stake in the capital of The Company ,
with the obligation, through their legal representatives, without any
restriction or reservation, to sign the present legal instrument, the
shares issued by The Company thereby remaining part of their estate and fully subject to this Agreement. |

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| IX – ENCUMBRANCE
OF SHARES | |
| --- | --- |
| 9.1 | Save for any beneficial use and
trusteeship arrangement constituted prior to the signing of the present
Agreement in favor of parents in direct line
of ascent, descendents, or spouses, it is prohibited for any Agreeing
Party , without the prior and express unanimous approval of the
other parties to the Agreement, to constitute a pledge, fiduciary disposition,
or any other tangible right of benefit, or offer a guarantee, on the
shares or rights subject to the Agreement, or to offer them as surety. |
| X – RIGHT OF JOINT
SALE | |
| 10.1 | Any Agreeing Party , having
knowledge of any proposal by any other Agreeing Party or third
party to buy a block of shares equal to or greater than 10% (ten percent)
of the total amount of shares and rights subject to the Agreement,
must inform all the other Agreeing Parties , by registered mail
or by hand delivery requiring the signature of the recipient , thus
enabling them to participate jointly in this sale, selling their holding
in proportion to their shares subject to the Agreement, pro rata to
the block of shares being acquired. |

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| 10.2 | In the event that the block of shares
or rights being sold represents the sale of control of The
Company and, indirectly, the control of Ultrapar , any Agreeing
Party will have the right to sell all or part of his or her shares
that are subject to the Agreement, and the acquiring third party shall
also be obliged to acquire them, rigorously adhering to the same conditions,
the same price and in the same payment currency. |
| --- | --- |
| 10.3 | Agreeing Parties interested
in exercising this right of joint sale of shares subject to the Agreement,
provided for in Clause 10.1 and Clause 10.2 above, must advise the
selling and purchasing Agreeing Parties , by registered mail
or by hand delivered requiring the signature of the recipient, with
a copy to be sent to the other Agreeing Parties and to the management
of The Company , within 30 (thirty) days of having knowledge
of the transaction. |
| 10.4 | The sale to another Agreeing
Party or third party of shares or rights subject to the Agreement,
having a value equal or greater than 10% (ten percent) of the total
amount of shares and rights subject to the Agreement, or which represent
the sale of control of The Company , shall only be effective
through the simultaneous express declaration in writing by the purchaser
of a commitment to also purchase, for the same price, in the same
currency of payment and under the same conditions, those shares of
the other Agreeing Parties who wish to sell, in accordance
with the terms of Clauses 10.1 and 10.2 herein. |

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| XI – ADHERENCE
TO THE AGREEMENT IN THE EVENT OF VOLUNTARY SALE | |
| --- | --- |
| 11.1 | The validity of the sale to
third parties of the shares and rights subject to the Agreement is
conditional on this same purchasing third party adhering to the terms
of this Agreement, without exception or reserve, being automatically
applied to the said party, his or her heirs and successors, irrevocably
and unretractably. |
| XII – ADHERENCE
TO THE AGREEMENT IN THE EVENT OF NON-VOLUNTARY SALE | |
| 12.1 | In the event of a judicial
transfer of shares issued by The Company , subject to the
Agreement, including this resulting from an inventory or judicial
separation, divorce, long-term conjugal relationship or liaison,
bankruptcy, liquidation, lien, public or private auction, the judicial
acquirer is obliged to adhere, without reservation or exception,
to all the terms of the current Agreement. |
| XIII - SALE OF AN AGREEING
PARTY HOLDING COMPANY – SPIN OFF | |
| 13.1 | If any of the Agreeing Parties wishes
to sell the control of his or her holding company, the sale of which
involves the indirect transfer of shares and rights subject to the Agreement,
the said Agreeing Party will be obliged to spin off the said
holding company, with the aim of transferring that part of the company's
assets corresponding to these shares and rights to another Brazilian
holding company, in which the |

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| | Agreeing Party ,
his or her parents in direct line of ascent and descendants, will exclusively
participate, the holding company having the specific purpose of
holding a stake in the capital of The Company . |
| --- | --- |
| 13.2 | The shares or quotas of the special-purpose
holding company resulting from the spin-off will be subject to the
same restrictions of sale, transfer, and encumbrance as the shares
and rights subject to the Agreement, established above. |
| XIV - LIQUIDITY MECHANISM – EXCHANGE
OF SHARES | |
| 14.1 | The Agreeing Party may request the
executive board of The Company to entire or partially exchange his
or her shareholding in The Company, be they represented by common or
preferred shares, for preferred shares in Ultrapar. |
| 14.2 | The Agreeing Party will receive,
in exchange, the amount of preferred shares issued by Ultrapar needed
to secure directly the same stake in the capital of this latter company,
in terms of common and preferred shares that he or s he indirectly
held in the capital of Ultrapar through The Company , in the same proportion
as the shares subject to exchange. Thus, as an example, if the exchanging
party's holding of common and preferred shares in the capital of The
Company were to be equivalent of an indirect stake in Ultrapar of 10%
(ten percent), and the whole of his or her shareholding were to be
exchanged, the exchanging party would |

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| | receive preferred shares, issued by Ultrapar
which would secure a direct stake of 10% (ten percent) in the capital
of the latter company. |
| --- | --- |
| 14.3 | To request this, the Agreeing Party
must send the executive board of The Company a request for the exchange
of his or her shares, either by registered mail or by the hand delivery
requiring the signature of the recipient, stating the number and
class of shares to be exchanged. |
| 14.4. | The executive board has up to 5 (five)
days from receiving the share exchange request defined in Clause 14.3
above, to send correspondence informing the requesting party and all
the Agreeing Parties , if the proposed exchange could result
in: (i) a loss by The Company of majority control (51%) of the
voting capital of Ultrapar ; or (ii) violation of the percentage
limit of preferred shares allowed as a percentage of all the shares
issued by The Company or by Ultrapar (2/3), according
to the terms of the prevailing legislation. In both hypothetical cases,
the exchange of shares would obligatorily be refused by the executive
board. |
| 14.5 | If implementing the exchange is feasible, The
Company , upon due deliberation by its board of directors, must
establish the most convenient method for acquiring the preferred
shares of Ultrapar , they being able to opt between: (a) converting The
Company's common shares issued by Ultrapar into preferred
shares issued by Ultrapar ; or (b) give Ultrapar preferred
shares resulting from a capital increase based on reserves or profits
to Ultrapar shareholders. |

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| 14.6 | The Agreeing Parties are obliged
to take action to make Ultrapar adopt the statutory and administrative
measures necessary to fulfill the terms contained
in the clauses above, in the most rapid manner possible, observing
the legal minimum time limits and the respective terms of the respective
company bylaws. |
| --- | --- |
| 14.7 | Having acquired the preferred shares
issued by Ultrapar , The Company will exchange all the
shares issued by it that are held by the Agreeing Party carrying
out the exchange. |
| 14.8 | The shares issued by The Company that
are the subject of the exchange will be held in treasury, observing
the legal limits, or cancelled or sold off, at the criteria of the
board of directors of The Company . |
| XV–VALIDITY AND
SUCCESSION | |
| 15.1 | The current Shareholders’ Agreement is
valid from the date of signing, and becomes effective at the moment
that the Agreeing Parties acquire direct ownership of the shares
issued by The Company , as a result of the winding up of Igel
Participações S/A and Avaré Participações
S/A. |
| 15.2 | This Agreement will
be in force for 5 (five) years from the initial term stipulated in
Clause 15.1 above, being renewable, by unanimous agreement, within The
Company itself, or in the event of the deliberate winding up of
the same, in its most recent version, also by the unanimous agreement
of the Agreeing Parties, within Ultrapar . |

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| 15.3 | The current Agreement applies, in all
its terms and conditions, to the heirs and successors of the Agreeing
Parties . |
| --- | --- |
| XVI – SPECIFIC
EXECUTION | |
| 16.1 | Any non-fulfillment by the Agreeing
Parties , their heirs and successors, of any of the obligations
stipulated in this Agreement, will result in the specific execution
of the obligation to do so, declaring their willingness to do so
through the procedure of self-regulation set out in paragraphs 8
and 9 of article 118 of Law 6,404, 1976, as well as the judicial
execution set out in paragraph 3 of the same article 118 of Law 6,404,
1976, and in articles 639 and 641, of the Code of Civil Procedure. |
| 16.2 | For the implementation of article 118
of Law 6,404, 1976, a copy of the current Agreement will, on the initiative
of any of the Agreeing Parties , be filed at the head offices
of The Company and Ultrapar , which must rigorously observe
all its terms. |
| 16.3 | The obligations resulting from this
Agreement will be annotated in the books of The Company and Ultrapar by
the financial institution charged with the task, these annotations
constituting an impediment to the carrying out of any corporate acts
or business in violation of that agreed upon in this instrument, The
Company and Ultrapar thus being legitimately authorized,
in such an event, to refuse to register such acts or business, and
as a consequence, to refuse the transfer of ownership or title of any
rights over the shares and rights encompassed in this |

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| | covenant, as well as, in particular, the exercising
of the voting right thereby derived from them. |
| --- | --- |
| XVII – GENERAL
PROVISIONS | |
| 17.1 | The current Agreement replaces
and supplants, any other previous agreement signed by the Agreeing
Parties in The Company. However, the terms of the shareholders’ agreement
signed at Ultrapar by the Agreeing Parties , on 22 March
2000, which covers direct and indirect controlling shareholders, remaining
wholly and fully in force. |
| 17.2 | The Agreeing Parties , from
this date, may not sign any other shareholders’ agreement, either
between themselves or with any future shareholders of The Company or Ultrapar . |
| 17.3 | Any invalidation, annulment or inefficacy
of any of the clauses in the current Agreement will not imply, ipso
facto, invalidation, annulment or inefficacy of the others. |
| 17.4 | The tolerance of any of the Agreeing
Parties in regard to possible delays, on the part of the others,
in fulfilling the obligations herein assumed will not imply any new
adjustment to the terms contained in this legal instrument, or renouncement
of the rights empowered by them and thus attributed. |
| 17.5 | The current Agreement may only
be altered through a written instrument, signed by all the Agreeing
Parties ; such change thus |

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| | becoming an integral part of the current Agreement,
in the form of an annex . |
| --- | --- |
| 17.6 | The Agreeing Parties hereby
commit themselves to ensuring that the resulting necessary changes
are made to the bylaws of The Company and Ultrapar , as
a result of the consummation of this Agreement and its execution, throughout
the period that it remains in force. |
| 17.7 | In the case of omissions, doubts, questions
or conflicts between Agreeing
Parties , these must be submitted to a single
arbitrator , unanimously designated by
the Agreeing Parties , who will commit themselves to respecting,
without restriction or reservation, the decision handed down by the
arbitrator. |
| 17.8 | If the necessary unanimous
agreement is not reached on the appointment of a single arbitrator,
the issues arising will be determined by arbitration procedure carried
out by the Brazil-Canada Chamber of Commerce, according to the rules
of that entity and the terms of Law 9,307, 1996. |
| | Being
thus duly in agreement, the Agreeing
Parties hereby sign the 15 (fifteen)
counterparts, of identical content and form, of this agreement,
in the presence of two undersigned witnesses. São
Paulo, September 22 nd ,
2004 |

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(This page of signatures is an integral part of the Shareholders’ Agreement of Ultra S/A – Participações, dated this 22 day of September 2004.)

Agreeing Parties:

_________ ANA MARIA LEVY VILLELA IGEL

_________ FÁBIO IGEL

_________ MÁRCIA IGEL JOPPERT

_________ ROGÉRIO IGEL

_________ JOYCE IGEL DE CASTRO ANDRADE

_________ LUCIO DE CASTRO ANDRADE FILHO

_________ PAULO GUILHERME AGUIAR CUNHA

_________ FÁBIO SCHVARTSMAN

_________ JOSÉ CARLOS GUIMARÃES DE ALMEIDA

_________ PEDRO WONGTSCHOWSKI

_________ CHRISTY PARTICIPAÇÕES LTDA

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(This page of signatures is an integral part of the Shareholders Agreement of Ultra S/A – Participações, dated this 22 day of September 2004.)

represented by:

Consenting parties:

_________ PATRÍCIA LOBO IGEL

_________ ROBERTO LUIZ JOPPERT

_________ MARIA TERESA IGEL

_________ LEA REZENDE DE QUEIROZ CUNHA

_________ MÔNICA BASTOS RENNÓ

_________ MARIA CECÍLIA SALLES ANDRADE GUIMARÃES DE ALMEIDA

Intervening parties:

____________ ULTRA S/A – PARTICIPAÇÕES represented by:

_______ ULTRAPAR PARTICIPAÇÕES S/A represented by:

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Witnesses:
1._________	2. _________
Name:	Name:
RG:	RG:
CPF/MF:	CPF/MF:

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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.

ULTRAPAR HOLDINGS INC.
By:	/s/ Fabio Schvartsman
	Name: Fabio
Schvartsman
	Title: Chief Financial and Investor Relations Officer