EXHIBIT 2
ULTRAPAR PARTICIPACOES S.A.
ULTRA S.A. - PARTICIPACOES
AVARE PARTICIPACOES S.A. and
▇▇▇▇ PARTICIPACOES S.A.
CONTROLLING-SHAREHOLDERS' AGREEMENT
Parties to the Agreement:
I - ULTRA S.A. - PARTICIPACOES (a "ULTRA S.A."), a company having its principal
place of business at ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇, in the City
and State of Sao Paulo, enrolled in the National Registry of Legal Entities
CNPJ under No. 54.041.439/0001-91, in this act represented by its undersigned
Directors and GIPOIA PARTICIPACOES S/C. LTDA. ("GIPOIA"), a company having its
principal place of business at ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇,
in the City and State of Sao Paulo, enrolled in the National Registry of Legal
Entities CNPJ under No. 61.604.351/0001-04, both companies in this act
represented by their respective Directors, holders of twenty-six billion three
hundred and ninety million two hundred and fifty-one thousand two hundred and
fifty (26,390,251,250) common shares of ULTRAPAR PARTICIPACOES S.A.
("ULTRAPAR"), a company having its principal place of business at ▇▇.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇, in the City and State of Sao Paulo,
enrolled in the National Registry of Legal Entities CNPJ under No.
33.256.439/0001-39, said shareholding interest ensuring their direct control of
this company;
II - AVARE PARTICIPACOES S.A. ("AVARE"), a company having its principal place
of business at ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇, in the City and
State of Sao Paulo, enrolled in the National Registry of Legal Entities CNPJ
under No. 55.204.424/0001-60, in this act represented by its undersigned
Directors; ▇▇▇▇ PARTICIPACOES S.A. ("▇▇▇▇"), company having its principal place
of business at ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ - 9th
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floor, in the City and State of Sao Paulo, enrolled in the National Registry of
Legal Entities CNPJ under No. 55.203.731/0001-26, in this act represented by
its undersigned Directors; PAULO ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Brazilian, married,
engineer, bearer of Identity Card RG No. 4.554.607/SSP-SP and of Individual
Taxpayers' Registry CPF No. ▇▇▇.▇▇▇.▇▇▇-▇▇, resident and domiciled at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇, in the City and State of Sao Paulo and ▇▇▇ ▇▇▇▇▇ LEVY ▇▇▇▇▇▇▇
▇▇▇▇, Brazilian, widow, businessperson, bearer of Identity Card RG No.
2.821.401/SSP-SP and of Individual Taxpayers' Registry CPF No. ▇▇▇.▇▇▇.▇▇▇-▇▇,
resident and domiciled at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ - ▇▇▇▇ ▇▇▇▇▇, in the City and
State of Sao Paulo, holders of sixty-four million, nine hundred and one
thousand and seven (64,901,007) common shares of ULTRA S.A., said shareholding
interest ensuring their indirect control of ULTRAPAR;
III - PAULO ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, already identified above, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, already identified above, ▇▇▇▇▇▇▇ ▇▇▇▇, Brazilian, judicially
separated, businessperson, bearer of Identity Card RG No. 2.992.103/SSP-SP and
of Individual Taxpayers' Registry CPF No. ▇▇▇.▇▇▇.▇▇▇-▇▇, resident and
domiciled at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ de Pinheiros, in the City
and State of Sao Paulo, ▇▇▇▇▇ ▇▇▇▇ DE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Brazilian, married,
businessperson, bearer of Identity Card RG No. 3.005.592/SSP-SP and of
Individual Taxpayers' Registry CPF No. ▇▇▇.▇▇▇.▇▇▇-▇▇, herein assisted by her
husband, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Brazilian, engineer, bearer of Identity
Card RG No. 3.045.977/SSP-SP and of Individual Taxpayers' Registry CPF No.
▇▇▇.▇▇▇.▇▇▇-▇▇, both resident and domiciled at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ -
▇▇▇ ▇▇▇▇▇, in the City and State of Sao Paulo, ▇▇▇▇▇▇ ▇▇▇▇ JOPPERT, Brazilian,
married, businessperson, bearer of Identity Card RG No. 2.987.353/SSP-SP and of
Individual Taxpayers' Registry CPF No. ▇▇▇.▇▇▇.▇▇▇-▇▇, herein assisted by her
husband, ▇▇▇▇▇▇▇ ▇▇▇▇ JOPPERT, Brazilian, cattle-raising specialist, bearer of
Identity Card RG No. 3.410.166/SSP-SP and of Individual Taxpayers' Registry CPF
No. ▇▇▇.▇▇▇.▇▇▇-▇▇, both resident and domiciled at ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, in the
City and State of Sao Paulo, ▇▇▇▇▇ ▇▇▇▇, Brazilian, single, businessperson,
bearer of Identity Card RG No. 16.473.997-X/SSP-SP and of Individual Taxpayers'
Registry CPF No. ▇▇▇.▇▇▇.▇▇▇-▇▇, resident and domiciled at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇
▇▇ - ▇▇▇▇ ▇▇▇▇▇, in the City and State of Sao Paulo, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ANDRADE
FILHO, already qualified above, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Brazilian,
married, engineer, bearer of Identity Card RG No. 300.310/ SSP-SP and of
Individual Taxpayers' Registry CPF No. ▇▇▇.▇▇▇.▇▇▇-▇▇, resident and domiciled
at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, in the City and State of Sao
Paulo, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Brazilian, married, engineer, bearer of Identity Card
RG No. 4.144.579/ SSP-SP and of Individual Taxpayers' Registry CPF No.
▇▇▇.▇▇▇.▇▇▇-▇▇, resident and domiciled at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, in
the City and State of Sao Paulo, ▇▇▇▇▇ WONGTSCHOWSKI, Brazilian, married,
engineer chemist, bearer of Identity Card RG No. 3.091.522/ SSP-SP and of
Individual Taxpayers' Registry CPF No. ▇▇▇.▇▇▇.▇▇▇-▇▇, resident and domiciled
at Rua Mercedes, 1065, in the City and State of Sao Paulo and ▇▇▇▇▇▇▇
PARTICIPACOES LTDA., a company having its principal place of business at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇, suite 917, in the City and State of Rio de Janeiro,
enrolled in the National Registry of Legal Entities CNPJ under No.
33.363.896/0001-22, in this act represented pursuant to its articles of
association, all of them being the totality of ▇▇▇▇ and AVARE shareholders;
WHEREAS,
A) The conglomerate known as "Ultra Group" is formed by several operating
companies, controlled by the "holding" ULTRAPAR, wherein ULTRA S.A. holds,
both directly and through its subsidiary GIPOIA, 69.48 % of its voting
capital;
B) ULTRA S.A., in turn, has its voting capital distributed between AVARE and
▇▇▇▇, each of them being the holder of 49.50% of the common shares,
whereas the remaining 1% is distributed as follows: (i) 0.20% being an
absolute ownership of ▇▇▇ ▇▇▇▇▇ LEVY ▇▇▇▇▇▇▇ ▇▇▇▇; and (ii) 0.80% being an
ownership to terminate on 16 December 2004 of PAULO ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, trustee in a trust wherein the beneficiaries, in equal parts, are
the four children of ▇▇▇▇ ▇▇▇▇, to wit,
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▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ DE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ JOPPERT and ▇▇▇▇▇
▇▇▇▇;
C) AVARE and ▇▇▇▇ shall have a determinate-term life, ending on 16 December
2004, on which date they will be compulsorily dissolved and liquidated,
upon distribution of the shares in ULTRA S.A. to their shareholders;
D) On 22 May 1997, the shareholders of AVARE and ▇▇▇▇ executed a
Shareholders' Agreement with immediate validity and effectiveness as of 16
December 2004 (whereupon they shall have a direct interest in ULTRA S.A.
capital), wherein the shareholders mutually grant the right of first
refusal in the purchase of ULTRA S.A. shares, in case of disposal of these
shares;
E) ULTRAPAR has recently made a public issuance of preferred shares, placed
in Brazil and abroad, the latter through ADRs (American Depository
Receipts) placed in the New York Stock Exchange.
F) ULTRAPAR direct and indirect controllers intend to ensure an equitable
treatment to the remaining shareholders of ULTRAPAR, without
distinguishing between common and preferred shares, in the event of
transfer of the company shareholding control;
G) The appropriate means for said purposes to be ensured is through the
execution of an agreement wherein the parties should provide that, the
consummation of the transfer of ULTRAPAR shareholding control should
depend on the suspensive condition that the acquirer shall make a public
offering for the purchase of the shares held by ULTRAPAR minority
shareholders, consisting of common and preferred shares of stock, and
grant to the holders thereof an equitable treatment as defined in this
Agreement.
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NOW, THEREFORE,
THE PARTIES DECIDE
to execute this
SHAREHOLDERS' AGREEMENT
Section One
ULTRA S.A. and GIPOIA undertake not to transfer ULTRAPAR direct control, upon
disposal of the shares they hold therein, without the person acquiring the
controlling interest therein undertaking, as a suspensive condition of the
disposal, to make a public offering to ULTRAPAR minority shareholders, under
the conditions stipulated in Section Four hereof.
Section Two
AVARE, ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ and PAULO ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
undertake not to transfer ULTRAPAR indirect control, upon disposal of the
shares they hold in ULTRA S.A., without the person acquiring the control
undertaking, as a suspensive condition of the disposal, to make a public
offering to ULTRAPAR minority shareholders, under the conditions stipulated in
Section Five hereof.
Section Three
The shareholders of AVARE and ▇▇▇▇ undertake not to transfer ULTRAPAR indirect
control, upon disposal of the shares they hold in AVARE and ▇▇▇▇, without the
person acquiring the control undertaking, as a suspensive condition of the
disposal, to make a public offering to ULTRAPAR minority shareholders, under
the conditions stipulated in Section Five hereof.
Section Four
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In the direct transfer of ULTRAPAR control by ULTRA S.A. and/or GIPOIA, the
offering shall be addressed to all minority shareholders of ULTRAPAR and:
a) the offering shall be for the purchase of a percentage of the common and
preferred shares held by each minority shareholder of ULTRAPAR, to be
acquired by the offeror, according to the following procedure:
(i) the number of common shares acquired in the operation resulting in
the shareholding control shall be added to the number of ULTRAPAR
common shares already previously held by the acquirer, either
directly or indirectly;
(ii) the result of this addition will be divided by the number of ULTRAPAR
common shares then held by ULTRA S.A., GIPOIA and by the acquirer,
either directly or indirectly.
b) the price per share that shall prevail in the offering shall correspond to
the weighed average of the prices paid in the acquisitions of ULTRAPAR
common shares referred to below, adjusted in line with the General Market
Price Index (IGPM) or any other index that may replace it, up to the month
immediately prior to the public offering date:
(i) price of the transaction resulting in the transfer of control;
(ii) prices of the transactions of acquisition of ULTRAPAR common shares
carried out by the person acquiring the control over the previous
twelve (12) months.
Section Five
The value of ULTRAPAR common shares, in the event of an indirect transfer of
control, will be calculated by applying the same procedures provided for the
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direct transfer, after segregation of the net amount of the remaining assets of
the company, except ULTRAPAR common shares. Said net amount shall be appraised
by a qualified and fit firm specializing in appraisals.
Section Six
Transfers held within the same legal entity, it being understood as such those
transfers held among the current holders of shares in AVARE, ▇▇▇▇ and ULTRA
S.A., are free, and they are not subject to the offering obligation, even if
they result or may result in changes or configuration of control in the hands
of any or some of the current shareholders of said companies.
Paragraph One: For the effect of the provision in this Section, the concept of
transfer within the same legal entity includes any transfer among the current
shareholders and:
(i) their ascendants, descendants, spouses and heirs;
(ii) holding companies in which the current shareholders own the majority of
the voting capital.
Paragraph Two: The validity of the Shareholders' Agreement referred to in
clause D of the recitals is hereby preserved, which Agreement shall be in
effect simultaneously with this Agreement.
Section Seven
The validity of the operation of transfer of ULTRAPAR control by its direct and
indirect controllers shall be equally conditional on the obligation of the
acquirer to perform successive purchase offerings addressed to the minority
shareholders, each time it shall acquire, either directly or indirectly,
additional common shares of ULTRAPAR held by the current direct and indirect
controllers, over the
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twenty-four (24) months subsequent to its gain of control. The condition herein
set shall be included in the document which will formalize the operation and it
shall satisfy the following requirements:
(i) Each offering price shall be identical to the price set in the latest
acquisition, whereas in case it is an indirect acquisition the price shall
be adjusted according to Section Five hereof;
(ii) The proportion to be adopted in each offering shall be obtained by
dividing the amount of ULTRAPAR common shares acquired directly or
indirectly each time by the aggregate number of ULTRAPAR common shares
then held by ULTRA S.A., GIPOIA and the acquirer, either directly or
indirectly.
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Section Eight
The public purchase offerings shall be presented by institutions registered
with the Sao Paulo and New York Stock Exchanges, based on the regular practices
prevailing in said agencies.
Section Nine
The obligation assumed by the parties hereto shall be registered according to
the terms and for the effects of article 40 and the sole paragraph thereof of
the Corporations Act:
i) in the books of the financial institution depositary of ULTRAPAR
book-entry shares and annotated on the report of the deposit account
supplied to shareholders;
ii) in the book of registered shares of ULTRAPAR, ULTRA S.A., AVARE and ▇▇▇▇;
iii) in the articles of association of GIPOIA.
Section Ten
The obligations herein assumed by the parties hereto of not to transfer the
direct or indirect control of ULTRAPAR, upon disposal of their respective
interest in the company, without the suspensive condition of submitting an
offering to purchase the shares of the minority shareholders of ULTRAPAR, are
irrevocable and irreversible, and compliance therewith may be required from any
party hereto and from any minority shareholder of ULTRAPAR.
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Paragraph One: Any party hereto and any minority shareholders may file the
lawsuit it may deem appropriate to prevent any nonperformance of the
obligations of the parties hereto, or to enforce performance thereof.
Paragraph Two: This Shareholders' Agreement shall be filed at the principal
places of business of ULTRAPAR, ULTRA S.A., AVARE and ▇▇▇▇, which undertake to
perform it and not to allow the transfer of the disposed-of shares without
evidence of performance of the suspensive condition of offering submission to
the minority shareholders of ULTRAPAR, until the completion of the offering
term and payment to the minority shareholders who may have accepted the offer.
A similar suspensive condition shall prevail in all subsequent acquisitions
referred to in Section Seven hereof.
Paragraph Three: The obligations undertaken by the parties hereto shall be
subject to the provisions of Articles 1098 and 1099 of the Civil Code, related
to stipulation in favor of third parties, to the extent as applicable.
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Section Eleven
It is allowed to the signatories of this Agreement making up the shareholding
control of ULTRA S.A. and ULTRAPAR to amend the Bylaws of said companies in
order to introduce therein provisions ensuring the minority shareholders the
treatment equivalent to that set forth herein, in which event this Agreement
may be terminated in case the holders of preferred shares, assembled in a
special shareholders' meeting, consider said equivalence duly ensured.
Sole Paragraph - The special shareholders' meeting can be called only by ULTRA
S.A initiative, no less than thirty (30) days in advance. The signatories of
this Agreement, holders of preferred shares, may participate in said meeting,
without, however, taking part in the vote.
Section Twelve
This Agreement shall be binding on the parties, their heirs and successors for
an indeterminate term, and termination hereof is expressly banned while the
obligation to amend the Bylaws of ULTRA S.A. and ULTRAPAR provided for in
Section Eleven hereof is not performed. After the Bylaws are duly amended this
Agreement shall be extinguished, regardless of any further formality.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
six (6 ) counterparts before two (2) witnesses.
Sao Paulo, 22 March 2000.
Parties:
ULTRAPAR PARTICIPACOES S.A.
ULTRA S.A. - PARTICIPACOES
▇▇
▇▇▇▇▇▇ PARTICIPACOES S/C. LTDA.
(page before last of the Shareholders' Agreement executed on 3/22/2000 by and
between the Controlling Shareholders of Ultrapar Participacoes S.A., Ultra S.A.
- Participacoes, Avare Participacoes S.A. and ▇▇▇▇ Particpacoes S.A.)
AVARE PARTICIPACOES ▇.▇.
▇▇▇▇ PARTICIPACOES S.A.
PAULO ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ DE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FILHO
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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(last page of the Shareholders' Agreement executed on 3/22/2000 by and between
the Controlling Shareholders of Ultrapar Participacoes S.A., Ultra S.A. -
Participacoes, Avare Participacoes S.A. and ▇▇▇▇ Particpacoes S.A.)
FABIO ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ DE ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ WONGTSCHOWSKI
▇▇▇▇▇▇▇ PARTICIPACOES LTDA.
Witnesses:
1. ______________________ 2._______________________
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