Protocol and Justification of the Share Exchange between Ultrapar & RIPI



 Exhibit 4.9 
 PROTOCOL AND JUSTIFICATION OF THE SHARE EXCHANGE OF REFINARIA DE
PETRÓLEO IPIRANGA S.A. BY 
 ULTRAPAR
PARTICIPAÇÕES S.A. 
 BETWEEN 
 REFINARIA DE PETRÓLEO IPIRANGA S.A. 
 AND 
 ULTRAPAR PARTICIPAÇÕES S.A. 
  

 DATED
NOVEMBER 9, 2007 
  








 PROTOCOL AND JUSTIFICATION OF THE
SHARE EXCHANGE OF REFINARIA DE PETRÓLEO IPIRANGA S.A BY ULTRAPAR PARTICIPAÇÕES
S.A. 
 Under this agreement, the parties set out below: 
  

	 	a.	REFINARIA DE PETRÓLEO IPIRANGA, a limited company, whose headquarters are located at Rua Engenheiro Heitor Amaro
Barcellos, 551, in the City of Rio Grande, in the State of Rio Grande do Sul, inscribed on the National Corporate Registry (CNPJ/MF) under No. 94.845.674/0001-30 (“RPI”), in this act represented in accordance with its bylaws,
in its capacity as the company whose shares are to be exchanged; and 

  

	 	b.	ULTRAPAR PARTICIPAÇÕES S.A., a limited company, whose headquarters are located at Avenida Brigadeiro Luiz Antonio, 1343, 9th floor, in
the City of São Paulo, in the State of São Paulo, inscribed on the National Corporate Registry (CNPJ/MF) under No. 33.256.439/0001-39 (“ULTRAPAR”), in this act represented in accordance with its bylaws, in the
capacity of the company whose shares will be received; 

 Duly agreed between them, hereby commit themselves to this Protocol and the
Justification of the Share Exchange Issued of Refinaria de Petróleo Ipiranga by Ultrapar Participações S.A. (“Protocol and Justification”), in accordance with Articles 224 and 225 of Law no 6.404/76
(“Brazilian Corporation Law.”). 
 WHEREAS, on March 18, 2007, ULTRAPAR, Petróleo Brasileiro S.A.
(“Petrobras”) and Braskem S.A. (“Braskem”) entered into an investment agreement for the acquisition of all the shares issued by Companhia Brasileira de Petróleo Ipiranga (“CBPI”),
Distribuidora de Produtos de Petróleo Ipiranga S.A. (“DPPI”) and RPI held by controlling shareholders of RPI and DPPI (“Investment Agreement “); 
 WHEREAS, under the terms of the Investment Agreement and in accordance with the Relevant Notice published on March 19, 2007, the transaction of the acquisition of the Ipiranga Group involves
several stages, including, among others, (a) the acquisition of the shares issued by RPI, DPPI and CBPI by ULTRAPAR, (b) the carrying out of public share offerings of RPI, DPPI, CBPI and (c) the Share Exchange of RPI, DPPI and CBPI
for preferred shares of ULTRAPAR (with respect to each of RPI, DPPI and CBPI, a “Share Exchange” and together, the “Share Exchanges”); 
 WHEREAS, upon the conclusion of phase (a) above, RPI, DPPI and CBPI became directly or indirectly controlled by ULTRAPAR, in accordance with Article 116 of Brazilian Corporation Law; 
 WHEREAS, in addition to phase (a), phase (b) above was also completed and that the managements of ULTRAPAR and RPI intend, through this Protocol and
Justification, to establish the terms and conditions proposed for phase (c),the Share Exchange; 
 WHEREAS RPI, DPPI and CBPI (together, the
“Ipiranga Companies”) have a complex corporate structure, to the extent that they consist of various companies that operate in the same sector, having stakes in each other; 
 WHEREAS the Ipiranga Companies have an asymmetric base and shareholding structure, to the extent that there are three groups of different minority shareholders, in each of the companies and that the
companies hold preferred shares issued with different characteristics; 
 WHEREAS this corporate structure impairs the operational,
administrative and shareholding efficiency of Ipiranga companies; 
 WHEREAS the Share Exchanges, among other benefits, aim to resolve these
questions, on behalf of, and in the interest of, all the companies, to the extent that it will simplify the corporate structure of the Ipiranga Companies, increasing their size and operational freedom, and ensuring their strengthening; 







 WHEREAS the Share Exchanges, in addition to the evident benefits for the Ipiranga Companies, will provide
additional benefits to the shareholders of the Ipiranga Companies, by allowing them to participate in a listed company that will concentrate the shareholder bases of the four companies, which should ensure greater liquidity for the shares of all
shareholders, to the extent that it will broaden the shareholder base, which will thus consist of shareholders of ULTRAPAR, RPI, CBPI and DPPI, with shares traded on the São Paulo and New York stock exchanges; 
 WHEREAS, in addition to the increased liquidity, the Share Exchanges will provide the shareholders of the Ipiranga Companies a stake in ULTRAPAR, which is
a company recognized for its good corporate governance structure and with all the interests of its shareholders aligned, an example being the tag-along right granted to the preferred shares of ULTRAPAR; 
 WHEREAS ULTRAPAR, in its capacity as controlling shareholder of the Ipiranga Companies, has an interest in strengthening these companies and adopting
measures to improve their efficiency; 
 WHEREAS TAKING INTO CONSIDERATION THAT
the managements of ULTRAPAR and RPI consider the Share Exchange to be an essential step in order to achieve these objectives; 
 THE
MANAGEMENTS OF ULTRAPAR AND RPI HEREBY RESOLVE, in accordance with Articles 224, 225, 252 and 264 of Brazilian Corporation Law, to sign this Protocol and
Justification in accordance with the following terms and conditions. 
 FIRST CLAUSE 
 NUMBER, TYPE AND CLASS OF SHARES TO
BE ATTRIBUTED 
 1.1. Number, Type and Class of Shares to be attributed. As a result of the Share Exchange of RPI,
0.79850 preferred shares issued by ULTRAPAR shall be attributed to each 1 (one) share, preferred or ordinary, issued by RPI. 
 1.2. Criteria Used to
Determine the Exchange Ratio. The established exchange ratio was determined based on the criteria of future profitability prospects of ULTRAPAR and RPI, in accordance with the valuations contained in Annex II and Annex III hereto.

 1.3. Fractions of Shares. Fractions of shares resulting from the replacement of the ownership stake of each shareholder of RPI will be sold at an
auction to be held on the São Paulo Stock Exchange – BOVESPA, the resulting amounts being made available for the respective shareholders after the financial settlement of the shares sold at auction. 
 SECOND CLAUSE 
 CRITERIA FOR THE VALUATION OF THE SHAREHOLDER’S EQUITY OF ULTRAPAR AND
RPI 
 2.1. Shareholder ́s Equity. The shares issued by RPI were valuated based on their Shareholder ́s Equity, in accordance with the
balance sheet as of September 30, 2007, audited by KPMG Independent Auditors (“KPMG”). The specialized company KPMG Independent Auditors was chosen for this valuation, its headquarters being at Rua Dr. Renato Paes de
Barros, 33, 14th floor, in the City of São Paulo, in the State of São Paulo, inscribed on the National Corporate Registry of the Ministry of Finance under No 57.755.217/0001-29 and under the Regional Accounting Council under
No 2SP014428/O-6, represented by its partner Pedro Augusto de Melo. The choice and hiring of KPMG must be ratified by the shareholders of ULTRAPAR and RPI. The base date of the valuation was September 30, 2007, in accordance with the
report in Annex I (“Accounting Report”), in the amount of R$769,503,076.33 (seven hundred and sixty-nine million, five hundred and three thousand and seventy-six reais, and thirty-three cents) for all the shares of RPI.

 2.2. Valuation based on the prospect of future profitability. Deutsche Bank Securities Inc. (“Deutsche Bank”), a company with its
headquarters at 60 Wall Street, New York, NY, United States of America, was hired by ULTRAPAR to valuate ULTRAPAR and RPI based on their prospects for future profitability, 








 
producing for this purpose an economic-financial analysis contained in Annex II (“Economic-Financial Valuation (Deutsche Bank)”) for
the purpose of setting the exchange ratios set forth in Clause 1.1. for the Share Exchange. In the same way, Investment Bank Credit Suisse (Brasil) S.A. (“Credit Suisse”), a company with its headquarters at Avenida Brigadeiro
Faria Lima, 3064, 13th floor, in the City of São Paulo, in the State of São Paulo, was hired by RPI to conduct the valuation presented in Annex III, based on the prospect of future profitability of ULTRAPAR and RPI
(“Economic-Financial Valuation (Credit Suisse)”). The valuations of Deutsche Bank and Credit Suisse are based on balance sheets as of December 31, 2006 and September 30, 2007, respectively. 
 2.3. Valuation of Shareholder’s Equity at Market Values. For the purposes of complying with Article 264 of Brazilian Corporation Law, a specialized
company was chosen: Apsis Consultoria Empresarial S/C Ltda., with its headquarters at Rua São José, 90, Group 1802, Rio de Janeiro, RJ, inscribed on the National Corporate Registry of the Ministry of Finance under
No. 27.281.922/0001-70, represented by its partner-director Ana Cristina França Souza, to prepare a valuation report of the Shareholder ́s Equity of ULTRAPAR and RPI at market values. The valuations of ULTRAPAR and RPI were
carried out according to the same criteria and base date of September 30, 2007, as shown in the report contained in Annex IV (“Report of Shareholder Equity at Market Values”), which resulted, exclusively for the purpose
contained in the initial paragraph of Article 264 of Brazilian Corporation Law, in the exchange ratio of 0.722591 shares issued by ULTRAPAR for each share issued by RPI. 
 2.4. Treatment of Subsequent Equity variations. From September 30, 2007, the base date for the Share Exchange, variations in the value of RPI ́s equity value that occur before the date on which
the Share Exchange is carried out, will be recorded to at ULTRAPAR under the equity income result. 
 THIRD
CLAUSE 
 SHARES OF A COMPANY HELD BY
ANOTHER AND SHARES HELD IN TREASURY 
 3.1. Treatment of the
Shares of a Company Held by Another. There are no shares issued by ULTRAPAR which are held by RPI. The shares issued by RPI, which are held by ULTRAPAR, will continue to be held by ULTRAPAR. Any reciprocal stake, as a consequence of the
ownership of the shares issued by ULTRAPAR, held by RPI as a result of the corporate reorganization, if this should be the case, will be eliminated within the legal time limit, in accordance with Article 244, paragraph 5 of Brazilian Corporation
Law. 
  

	3.2.	Treatment of Shares Held in Treasury. There are no shares issued by RPI in treasury. 

 FOURTH CLAUSE 
 CAPITAL
INCREASE OF ULTRAPAR 
 4.1. Increase in the Subscribed Paid-in Capital of ULTRAPAR. The Share Exchange will result
in an increase in the paid-in capital of ULTRAPAR, through the transfer of all the shares of the shareholders of RPI to the paid-in capital of ULTRAPAR. The subscribed paid-in capital of ULTRAPAR, of R$946,034,662.97 (nine hundred and forty-six
million, thirty-four thousand, six hundred and sixty-two reais and ninety-seven cents), will be increased by R$708,939,151.43 (seven hundred and eight million, nine hundred and thirty-nine thousand, one hundred and fifty-one reais and forty-three
cents), based on the economic valuation and the terms of Article 226 and §1o of Article 252 of Brazilian Corporation Law. 14,115,702 (fourteen million, one hundred and fifteen thousand, seven hundred and two) new preferred shares,
nominative, with no nominal value, of ULTRAPAR will be issued. These shares will be exchanged for the shares issued by RPI (except for those held by ULTRAPAR) and attributed to RPI shareholders (except for ULTRAPAR) in accordance with the exchange
ratio set forth in Clause 1.1.
 4.2. Wholly-Owned Subsidiary. As a result of the Share Exchange, RPI will become a wholly owned subsidiary of
ULTRAPAR. RPI shareholders will become shareholders of ULTRAPAR, based on the exchange ratio established in this Protocol and Justification, and in proportion of their shareholdings. 







 FIFTH CLAUSE 
 ALTERATIONS OF THE BYLAWS OF ULTRAPAR AND RPI 
 5.1. Alterations of the Bylaws of ULTRAPAR. As a result of the Share Exchange, the bylaws of ULTRAPAR will have to be altered so as to reflect the increase
in paid-in capital and the number of shares into which it will be split. Accordingly, the following proposal will be submitted to the shareholders of ULTRAPAR for a change in the initial paragraph of Article 5o of the bylaws, as well as the
following proposal for the alteration of paragraph 1o of the referred article: 
 “Art. 5o The paid-in capital, subscribed
and paid for, amounts to R$ 1,654,973,814.40 (one billion, six hundred and fifty-four million, nine hundred and seventy-three thousand, eight hundred and fourteen reais and forty cents), divided into 95,441,111 (ninety-five million, four hundred and
forty one thousand, one hundred and eleven) shares without nominal value, all nominative, being 49,429,897 (forty-nine million, four hundred and twenty-nine thousand, eight hundred and ninety-seven) common shares and 46,011,214 (forty-six million,
eleven thousand, two hundred and fourteen) preferred book-entry shares. 
 §1o - The Company is authorized to increase its
paid-in capital, independent of altering its bylaws, on deliberation by the Board of Directors, until it reaches the figure of R$ 4,500,000,000.00 (four billion, five hundred million reais), through the issue of common or preferred shares, without
keeping the existing proportion, observing the limit of 2/3 (two thirds) in preferred shares, of the total shares issued.” 
 It is understood that,
in light of the projects of Share Exchange of CBPI and DPPI to occur simultaneously with the Share Exchange, and the final result of the public share offerings for the shares of RPI, DPPI, CBPI, the capital increase resulting from the Share Exchange
and the Ultrapar ́s paid-in capital, subscribed for and paid for, may suffer alterations resulting in paid-in capital, different from that shown above. 
 5.2. Alterations of the Bylaws of RPI. As a result of the Share Exchange, the bylaws of RPI will be altered so as to reflect its transformation into a wholly owned subsidiary of ULTRAPAR. Accordingly, the following proposal will
be submitted to the shareholders of RPI for alteration of Article 1 of the bylaws: 
 “Art. 1: The Company, called REFINARIA DE
PETRÓLEO IPIRANGA S.A., is a limited company, a wholly-owned subsidiary of Ultrapar Participações S.A., governed by the Brazilian corporation law, applicable legislation and by the present bylaws.” 
 SIXTH CLAUSE 
 REASONS FOR THE SHARE EXCHANGE 
 6.1. Reasons for the Share
Exchange. The managements of ULTRAPAR and RPI decided to carry out the Share Exchange, being of the opinion that it is in the best interest of the companies involved, in light of the foregoing, particularly because of the: 
  

	 	(a)	simplification of the complex corporate structure of the Ipiranga Group; 

  

	 	(b)	strengthening of Ipiranga Group Companies by eliminating the complex capital and corporate structure, thus enabling an improved operational and administrative efficiency, and a
greater capacity to make investments, for the companies that comprised the Ipiranga Group; 

  

	 	(c)	specialization and development of the businesses that comprise the Ipiranga Group; 

  

	 	(d)	alignment of the interests of all the shareholders of the companies; 

  

	 	(e)	increase in the liquidity of the shares of all companies, to the extent that the shareholder base will be widened through the concentration of all shareholders of the companies into
a single company, with shares traded in stock exchanges in Brazil and in New York through ADRs; and 









	 	(f)	extension of ULTRAPAR’s recognized corporate governance standards to all shareholders of RPI, particularly with regard to the 100% tag-along right for preferred shares.


 SEVENTH CLAUSE 
 TYPE OF SHARES TO BE DELIVERED TO THE SHAREHOLDERS OF RPI

 7.1. Shares to Be Delivered to the Shareholders of RPI. The holders of preferred and common shares of RPI will receive, in replacement for
their shares, preferred shares of ULTRAPAR, in accordance with Clause 1 above, which is justified as a way of permitting the non-controlling shareholders of RPI to participate in the type of shares of ULTRAPAR, where liquidity is concentrated
and whose trading is permitted both in Brazil and abroad. 
 EIGHTH CLAUSE 
 COMPOSITION OF PAID-IN CAPITAL OF ULTRAPAR AFTER
THE SHARE EXCHANGE 
 8.1. Subscribed Paid-in Capital of ULTRAPAR after the Share Exchange. The
subscribed paid-in capital of ULTRAPAR will have a value of R$ 1,654,973,814.40 (one billion, six hundred and fifty-four million, nine hundred and seventy-three thousand, eight hundred and fourteen reais and forty cents) and will be represented by
49,429,897 (forty-nine million, four hundred and twenty-nine thousand, eight hundred and ninety-seven) common shares and 46,011,214 (forty-six million, eleven thousand, two hundred and fourteen) preferred shares, nominative and without nominal
value, subject to Clause 5.1. 
 NINTH CLAUSE 
 APPRAISAL RIGHTS AND APPRAISAL VALUE FOR THE SHARES 
 9.1. Appraisal Rights of the Shareholders of ULTRAPAR and RPI. As specified below, and in accordance with the terms of Article 252, §1o and
§2o of Brazilian Corporation Law, the appraisal right of the shareholders of ULTRAPAR and RPI shall be guaranteed, for those who do not agree with the terms of the Share Exchange, that dissent from, abstain on resolutions or fail to attend
the relevant Special General Meeting and who expressly declare their intention to exercise their appraisal right, within a period of 30 (thirty) days counted from the date of publication of the minutes of the respective Special Shareholders Meeting
that approves the Share Exchange , , . The respective amount to be paid for the appraisal right shall depend on the completion of the transaction, as set forth in article 230 of Law 6.404/76, and the payment thereof shall be made by the respective
company up to the third business day following the date of completion of the respective transaction. The appraisal rights shall only be assured to the shareholder that proves to be the owner of the shares regarding which the appraisal rights were
exercised, pursuant to art. 137, paragraph 1, of Law 6.404/76. 
 9.2. Amount to be paid to Shareholders of ULTRAPAR and RPI. The dissenting
shareholders of Ultrapar shall be entitled to repayment of their shares in the amount of twenty-three reais and eighty-six cents (R$ 23.86) according to the last balance sheet approved, that is as of December 31, 2006. The dissenting
shareholders of RPI shall be entitled to repayment of their shares at the amount of nineteen reais and fifty cents (R$ 19.50) according to the last balance sheet approved, that is, as of December 31, 2006; 
 9.2.1. Considering that the exchange ratio proposed to the non-controlling shareholders, in accordance with Clause 1.1, is more advantageous than that resulting
from comparisons to shareholder’s equity at market values, under the terms of § 3o of Article 264 of Brazilian Corporation Law, the common shareholders of RPI dissenting from the respective special shareholders meeting that approves
the corporate transaction cannot exercise the appraisal rights based on the shareholder’s equity at market values, but rather based on shareholders’ equity at book value. 







 9.2.2. The dissenting shareholders may, upon the exercise of the appraisal rights, request a special balance sheet for
the company, according to the provisions of article 45, par. 2 of the Brazilian Corporation Law. In such event, after the expiration of the period determined for the Share Exchange to be reconsidered, pursuant to article 137, par. 3, of the
Brazilian Corporation Act, the shareholder will receive 80% of the amount to be paid for the appraisal rights, and the balance, if any, shall be paid within one hundred and twenty (120) days from the date of the resolution at the special
shareholders meeting. 
 TENTH CLAUSE 
 APPROVAL BY THE GENERAL SHAREHOLDERS MEETINGS OF ULTRAPAR AND
RPI 
 10.1. General Shareholders Meetings. For the implementation of the Share Exchange, extraordinary general shareholders meetings will be held for
the shareholders of ULTRAPAR and RPI, at which the respective shareholders must deliberate on the matters necessary for the Share Exchange. 
 ELEVENTH CLAUSE 
 GENERAL TERMS 
 11.1. Absence of Succession. Upon the completion of the Share Exchange, ULTRAPAR will not absorb the assets, rights, liabilities and responsibilities of RPI,
which will continue to exist as a separate company and there will be no succession. 
 11.2. Documents Available to Shareholders. All the
documents mentioned in this Protocol and Justification are available to the shareholders of ULTRAPAR and RPI as of this date, and may be obtained from the following addresses: (a) for shareholders of RPI, at Rua Engenheiro Heitor Amaro
Barcellos, 551, in the City of Rio Grande, in the State of Rio Grande do Sul and (b) for shareholders of ULTRAPAR, at Avenida Brigadeiro Luiz Antonio, 1343, 8th floor, in the city of São Paulo, in the state of São Paulo.

 11.3. Communication of the Share Exchange to the Authorities. The acquisition of the Ipiranga Group, including the Share Exchange, has been
communicated to the Administrative Counsel for the Economic Defense - CADE, the Brazilian antitrust authority. Any other communications necessary with regard to the Share Exchange will be submitted to the applicable governmental authorities, under
the terms of the applicable legislation. 
 11.4. Registration with the SEC. The Share Exchanges and the respective issuances of new shares by
Ultrapar are subject to applicable registrations with the United States Securities and Exchange Commission. 
 11.5. Profit Sharing for the Year 2007.
The shares to be issued by Ultrapar as a result of the Share Exchange shall be fully entitled to all dividends and interest on share capital that may be declared after the issuance thereof. 
 11.6. Re-evaluation. Both ULTRAPAR and RPI, reserve the right to re-evaluate the Share Exchange, in case of payment of appraisal amounts, resulting from the
exercise of appraisal rights by shareholders who declare their dissent on a timely basis, which put their financial stability at risk, under the terms of §3o of Article 137 of Brazilian Corporation Law. 
 11.7. Survival of Valid Clauses. In the event of any particular clause, item, term, or condition in this Protocol and Justification being considered invalid, the
other clauses, items, terms, and conditions not affected by this invalidation, shall not be affected. 
 11.8. Jurisdiction. The Judiciary District of
the Capital of the State of São Paulo is hereby elected for the settling of any and all questions arising from this Protocol and Justification, waiving the right of any other, however privileged it may be or may become. 







 AND, BEING DULY IN AGREEMENT, hereby sign this
Protocol and Justification in the form of 2 (two) identical copies of equal content, together with two witnesses whose details appear below. 
 São
Paulo, November 9, 2007. 







 [Signing page 1 of 1 of the Protocol and Justification for the Share Exchange issued by Refinaria de
Petróleo Ipiranga S.A. by Ultrapar Participações S.A.] 
 ULTRAPAR PARTICIPAÇÕES S.A. 
  

							
	  
	  		  	  
	  	
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	 REFINARIA DE PETRÓLEO IPIRANGA S.A.
  
	  		  		  	
	  
	  		  	  
	  	
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	 WITNESSES
  
	  		  		  	
	  
	  		  	  
	  	
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