ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly-Traded
Company
CNPJ
nº
33.256.439/0001-
39 NIRE
35.300.109.724
MINUTES
OF A MEETING OF THE BOARD OF DIRECTORS (01/2008)
Date,
Time and Location:
January
30, 2008 at 2 p.m. at Company Headquarters, located at Av. Brigadeiro Luiz
Antônio, Nº 1343 – 9th floor,
in the City
and State of São Paulo.
Presence:
Members
of
the Board of Directors (including those participating by telephone), duly
signed.
Deliberated
matters:
1.
According to the terms of Article 20, “p” of the Company's bylaws, the Members
of the Board approved the issuance by the Company of Commercial Promissory
Notes
for public distribution, in accordance with the terms and conditions below
(“
Promissory Notes ”):
1.1. Amount
of the Issuance
The
total
amount to be issued is R$
1,200,000,000.00 (one billion, two hundred million reais), on the date
of the
issuance.
(Minutes
of a meeting of the Board of Directors of Ultrapar Participações
S.A., January 30, 2008)
1.2.
Quantity and unitary par value of the promissory notes
120
(one
hundred and twenty) Promissory Notes will be issued, in one series, with
a
unitary par value of R$10,000,000.00 (ten million reais) on the date of
the
issuance (“Unitary Par Value ”).
1.3. Due
Date of the Securities
The
Promissory Notes will be valid for 360 (three hundred and sixty) days,
counting
from the date of issuance.
1.4.
Subscription and Payment
The
Promissory Notes will be subscribed for their unitary par value and will
be paid
in cash, in Brazilian national currency, at the time of
subscription.
1.5. Placing
and Registration for Distribution and Placing
The
Promissory Notes will be distributed under a firm underwritten basis and
will be
registered for distribution in the primary market and for trading in the
secondary market through NOTA – The Promissory Note System, managed and operated
by CETIP, the custody and settlement chamber.
(Minutes
of a meeting of the Board of Directors of Ultrapar Participações
S.A., January 30, 2008)
1.6.
Remuneration
1.6.1.
The unitary par value will not be subject to monetary
correction.
1.6.2.
Each Promissory Note will be remunerated with interest corresponding
to
the accumulated change of 103.15% (one hundred and three point fifteen
percent)
of the average daily DI rates (inter-financial deposits of one-day), Extra-Grupo
(DI rates) (“remuneration”), calculated and published by CETIP – the custody and
settlement chamber, incident on the unitary par value of each promissory
note,
from the date of issuance to the effective payment date.
1.7. Payment
location
Payment
of
the promissory notes will be made at the headquarters of the lead
bank.
1.8. Prior
Redemption
The
Company may, under the terms of Article 7, Paragraph 2 of CVM Instruction
number
134, as amended by CVM Instruction
number
292, at any time, redeem the promissory notes in circulation in advance
for a
price equivalent to the unitary par value of each promissory note, with
remuneration added, calculated pro-rata from the respective issuance date
to the
date of effective redemption. Partial redemption would be carried out by
means
of a lottery or auction.
2.
The
Board of Directors of the Company decided to authorise the Company's Executive
Board to take all the measures necessary to the implementation of the issuance
of the Promissory Notes, including but not limited to, all the actions
necessary
for hiring of financial institutions authorised to operate in the securities
markets as intermediaries, hiring of a lead bank, legal advisers and other
institutions which may be necessary for the accomplishment of the issuance
hereby approved, setting their respective fees, as well as the publication
and
registration of corporate documents required nature with the competent
authorities, including taking the appropriate procedures with the CVM,
Brazil's
Securities Exchange Commission.
(Minutes
of a meeting of the Board of Directors of Ultrapar Participações
S.A., January 30, 2008)
Observations:
the deliberations were approved unanimously by all those board members
present,
except for board member Renato Ochman, who abstained from voting.
Once
there
was no further matters to discuss, the meeting was closed, the minutes
of this
meeting were transcribed, read and approved by all the undersigned members
present: Paulo Guilherme Aguiar Cunha– Chairman;
Lucio de Castro Andrade Filho - Vice President; Ana
Maria Levy Villela Igel; Paulo Vieira Belotti; Nildemar Secches; Olavo
Egydio
Monteiro de Carvalho; Renato Ochman – Board Members.
I
hereby
declare that this is a true and faithful copy of the minutes of the meeting,
which has been entered in the appropriate registration book.
Paulo
Guilherme Aguiar Cunha
Chairman
of the Board