EX-4.05 Investment Agreement



 





EXHIBIT 4.05




English Language Summary of the Investment Agreement by and between Ultrapar Participações S.A.,

Braskem S.A. and Petróleo Brasileiro S.A. — Petrobras dated March 18, 2007




The Investment Agreement (“Agreement”) is entered into by and between: (A) Ultrapar
Participações S.A., a joint stock company with principal place of business at Avenida
Brigadeiro Luiz Antonio, no 1343, 9th floor, City of São Paulo, State of São
Paulo (“Ultrapar”); (B) Braskem S.A., a joint stock company with principal place
of business at Rua Eteno, no 1561, Pólo Petroquímico, City of Camaçari, State of Bahia
(“Braskem”); and (C) Petróleo Brasileiro S.A. — Petrobras, a government-controlled
company with principal place of business at Avenida República do Chile, no 65, City of
Rio de Janeiro, State of Rio de Janeiro (“Petrobras”, together with Ultrapar and Braskem,
are hereinafter referred to as the “Parties” and each individually as a “Party”).



It contemplates that





	 	•	 	the Ipiranga group (the “Ipiranga Group”) holds interests in companies that
operate in the fuel distribution, petrochemical and oil refining businesses, including: (i)
Refinaria de Petróleo Ipiranga S.A. (“RPI”), (ii) Distribuidora de Produtos de
Petróleo Ipiranga S.A. (“DPPI”), (iii) Companhia Brasileira de Petróleo Ipiranga
(“CBPI”), (iv) Ipiranga Química S.A. (“ICQ”), (v) Ipiranga Petroquímica
S.A. (“IPQ”), and (vi) Copesul — Companhia Petroquímica do Sul S.A.
(“COP”, together with RPI, DPPI, CBPI, ICQ and IPQ, are hereinafter referred to as
the “Companies”);
	 
	 	•	 	Ultrapar wishes to purchase the common and preferred shares (“Shares”) issued by
RPI, DPPI and CBPI currently held by the individuals that control the Ipiranga Group (the
“Shareholders”), due to the interests of those companies in the fuel distribution
business;
	 
	 	•	 	Braskem is one of the controlling shareholders of COP and holds the right of first
refusal to purchase COP shares owned by the Ipiranga Group and it intends to enforce this
right;
	 
	 	•	 	Petrobras is interested in acquiring a portion of the fuel distribution business;
	 
	 	•	 	Braskem and Petrobras are interested in the petrochemical business and wish to acquire
the shares issued by ICQ, and Ultrapar shall act as their commission agent in the
acquisition of shares issued by ICQ, in a 60% and 40% proportion respectively, and further
act as Petrobras’ commission agent in the acquisition of a portion of the fuel distribution
business ;
	 
	 	•	 	the Parties intend to establish the terms by which: (i) Ultrapar will purchase the
Shares, (ii) the Parties will manage the Companies during the term of this Agreement, and
(iii) Ultrapar will conduct a corporate restructuring of the Ipiranga Group, to segregate
and transfer to the other Parties the assets and liabilities for which it is acting as a
commission agent; and
	 
	 	•	 	the Parties shall jointly manage the RPI refinery business which, after restructuring,
shall only comprise its current oil refining assets and corresponding liabilities.





Purpose. This Agreement establishes (i) the terms by which Ultrapar, with Braskem and
Petrobras, will enter into an agreement for the purchase and sale of Shares, (ii) Ultrapar’s
activities as commission agent for Braskem and Petrobras, (iii) Ultrapar’s obligation to issue a
mandatory tender offer to acquire common shares held by other RPI, DPPI, and CBPI shareholders if
the Shares are acquired, (iv) Braskem and Petrobras’ obligation to issue a mandatory tender offer
to acquire shares held by other IPQ shareholders if the Shares are acquired, (v) the terms of the
Share Exchange Transaction (as defined below), (vi) the terms of segregation and transfer of the
Assets (as defined below), and (vii) the rights and obligations relating to administration of the
Companies during the term of this Agreement.



Parties’ Objectives. Ultrapar intends to purchase the fuel distribution business of the
Ipiranga Group located in the South and Southeast regions (“Ultrapar Assets”), and
Petrobras intends to purchase the fuel distribution business of the Ipiranga Group located in the
North, Northeast, and Mid-West regions (“Petrobras Assets”). Braskem and Petrobras jointly
intend to acquire, in 60% and 40% proportion respectively, all shares issued by ICQ, or the
petrochemical business (“Braskem/Petrobras Assets”, together with the Ultrapar Assets and
the Petrobras Assets, the “Assets”).



 









 





Execution of Purchase and Sale Agreement. Ultrapar shall, with Braskem and Petrobras as
intervening parties, enter
into a share purchase and sale agreement with the Shareholders (“Purchase and Sale
Agreement”).



Commission. The Parties hereby establish a commission whose purpose will be: Ultrapar’s
acquisition of the Petrobras Assets, on behalf of Petrobras, for the price of R$ 1,114,461,464.68;
Ultrapar’s acquisition of the Braskem/Petrobras Assets, on behalf of Braskem and Petrobras, for the
price of R$ 2,495,786,585.93; and Ultrapar’s transfer to Braskem and/or Petrobras of the
Braskem/Petrobras Assets and Petrobras Assets (the “Commission”). Prior to transfer of the Assets,
Ultrapar shall implement (A) a mandatory tender offer for RPI, CBPI and DPPI remaining common
shareholders, and (B) the Corporate Restructuring (as defined below) acts. The Commission shall
remain in effect until effective delivery of the Assets.



Funds Transfer for Accomplishing Commission Obligations. Braskem and Petrobras shall
provide all funding required to acquire all assets to be controlled by them (“Funds”). The Funds
to acquire the Braskem/Petrobras assets shall be transferred to Ultrapar in three installments: (a)
the first installment of R$ 646,506,756.78 to be paid by Braskem and R$ 425, 826,657.63 by
Petrobras, (b) the second installment of R$ 274,403,582.68 to be paid by Braskem and R$
180,778,894.75 by Petrobras, and (c) the third installment of R$ 583,037,360.70 to be paid by
Braskem and R$ 385,233,333.39 by Petrobras. The Funds to acquire the Petrobras Assets shall be
transferred to Ultrapar in three installments, as follows: (a) the first installment of R$
312,572,322.52, (b) the second installment of R$ 102,105,822.04, and (c) the third installment of
R$ 699,783,320.13.



Form of Payment. On each Fund transfer date (a “Fund Transfer Date”), Braskem and
Petrobras shall carry out certain transfers of Funds to Ultrapar. On the first Fund Transfer Date,
Braskem and Petrobras shall deliver cashier’s checks to Ultrapar, which Ultrapar shall use to
settle obligations with the Shareholders pursuant to the Purchase and Sale Agreement. On the
second and third Fund Transfer Dates, Braskem and Petrobras shall carry out Electronic Cash
Transfers (“TEDs”) (a) to the intermediary institution contracted to settle the mandatory
tender offerings and (b) to Ultrapar, respectively.



Fund Transfer Date. The first Fund Transfer Date shall be the date that Shares held by the
Shareholders are acquired by Ultrapar. The second Fund Transfer Date shall be the date that
financial settlement is carried out by Ultrapar for the mandatory tender offer arising from
transfer of shareholder control over RPI, DPPI and CBPI. The third Fund Transfer Date shall be the
date of effective transfer of the Assets by Ultrapar to Braskem and Petrobras.



Breach
of contract by the Parties. In case of the Parties breach of their obligations under the
Agreement, such as default on payments or failure to transfer the Assets, the Agreement establishes
penalties and remedies to be seek by the non defaulting and affected party.



Guarantees. Ultrapar shall place in a chattel mortgage in favor of Braskem and Petrobras,
in a 60% and 40% ratio, respectively, all common shares and fifty per cent of the preferred shares
issued by RPI acquired from the Shareholders, as well as the common RPI shares held by minority
shareholders as soon as acquired as described below and in the same proportion as above mentioned.
After the Share Exchange Transaction, Ultrapar shall substitute the chattel mortgage of the RPI
shares with a chattel mortgage in favor of Braskem and Petrobras, in the same ratio, of all shares
issued by ICQ., Ultrapar shall place in a chattel mortgage in favor of Petrobras 34% of common
shares issued by DPPI, 100% of the preferred shares issued by DPPI and 100% of the common shares in
CBPI. As soon as the Minority Shareholder Shares (as defined below) have been acquired, Ultrapar
shall substitute the aforementioned chattel mortgage of DPPI shares by the chattel mortgage of 20%
of common shares issued by CBPI.



Principals’ Losses. Ultrapar, as commission agent, shall not be liable for any losses
suffered by Braskem and Petrobras within the scope of the Commission. Additionaly, Ultrapar will
not be jointly liable for losses arising from contracts with third parties signed on behalf of
Petrobras and Braskem.



Commission. By reason of the Commission established herein, Braskem and Petrobras shall pay
Ultrapar, on the date of the Assets transfer, the sum of five million reais (R$ 5,000,000.00) in
cash and in domestic currency.



 









 





Any and all alteration to the terms and conditions of the Commission established hereunder shall
only be carried out upon execution of the relevant instrument by all Parties.



The rights and obligations arising from the Commission shall not be assigned, transferred or
disposed of in any other manner without prior, written consent of the other Parties, except that
Petrobras, shall be entitled to assign its rights and obligations to its subsidiaries or to
Braskem.



Mandatory Tender Offers, Corporate Restructuring and Segregation of Assets. Within thirty
days from the date that the Shares are acquired, Ultrapar will register mandatory tender offers to
acquire common shares held by minority shareholders in RPI, DPPI and CBPI (the “Minority
Shareholder Shares”), and Braskem and Petrobras will register a mandatory tender offer to minority
shareholders of IPQ. After the completion of the mandatory tender offers, Ultrapar shall
incorporate the remaining shares issued by RPI, DPPI and CBPI, according to articles 252 and 264 of
Brazilian Corporate Law, such that RPI, DPPI and CBPI shall become wholly-owned subsidiaries of
Ultrapar (the “Share Exchange Transaction”). One RPI share shall be exchanged for 0.79850 Ultrapar
preferred share. One DPPI share shall be exchanged for 0.64048 Ultrapar preferred share. One CBPI
share shall be exchanged for 0.41846 Ultrapar preferred share.



Segregation and Transfer of the Assets. After incorporating the shares, Ultrapar shall hold
a general meeting for RPI and seek a reduction in RPI capital so that the portion of RPI equity
corresponding to the company’s shareholding in ICQ is delivered to Ultrapar (the “RPI Capital
Reduction”). Ultrapar shall hold two general meetings for CBPI and seek to (i) partial
spin-off CBPI (the “CBPI Spin-Off”), and (ii) reduce CBPI capital. Via the partial
spin-off, the portion of CBPI equity corresponding to the shareholding in ICQ, constituting forty
per cent of ICQ capital stock, as well as the Petrobras Assets, shall revert as equity in a special
purpose company (“CBPI/ Petrobras”) whose shares are to be held by Petrobras. Ultrapar shall
also seek reduction in CBPI’s capital, such that the remaining CBPI shareholding in ICQ
(corresponding to 1.47% of ICQ capital stock) is transferred directly to Ultrapar (the “CBPI
Capital Reduction”, together with the Share Exchange Transaction, the RPI Capital Reduction and
the CBPI Spin-off, the “Corporate Restructuring”). Following the RPI Capital Reduction and
the CBPI Spin-off, Ultrapar will transfer common shares representing 60% of ICQ capital stock to
Braskem, and will transfer all shares held in CBPI/Petrobras to Petrobras. Following the CBPI
Capital Reduction, Ultrapar will transfer the remaining Brakem/Petrobras Assets to Braskem and CBPI
will hold exclusively the Ultrapar Assets..



Brand. Until the transfer of Assets, only Ultrapar and the Companies shall have the right
to use the brand “Ipiranga” (“Brand”). After the transfer, ownership and all rights over the
Brand, including all related names and logos, shall be transferred to Ultrapar. Ultrapar agrees to
grant a free license relating to the use of the Brand in connection with the Braskem/Petrobras
Assets to Braskem and Petrobras for three months following the transfer. Ultrapar further agrees to
grant Petrobras a free license to use the Brand in relation to the fuel distribution business that
comprises the Petrobras Assets. Braskem and Petrobras shall indemnify Ultrapar for any misuse of
the Brand.



Costs and Risks sharing. The Parties shall be liable for all risks and shall share all the
costs related to the Mandatory Tender Offers and the Corporate Restructuring in accordance with
their proportion of the Assets.



Delays or Justified Impediments to the Transfer of Assets. The Commission is irrevocable,
so, in the event of the transfer or handover of the Braskem/Petrobras Assets and/or Petrobras
Assets (A) is in any way restricted or suspended, due to legal, judicial or administrative order,
which remains in place for a period of more than 120 (one hundred and twenty) days, or (B) has not
occurred by April 18, 2008, an alternative reorganization will be implemented, containing, among
others, the spin-off of CBPI, DPPI and RPI, in order to segregate the assets being acquired by
Petrobras and Braskem in the spun-off companies, the shares of these spun-off companies being
subsequently handed over to Petrobras and Braskem, as applicable. The Parties shall establish a
committee to follow the steps of the Corporate Restructuring that will also deliberate in cases of
delays or other extraordinary matters that could affect the Corporate Restructuring.



 









 





Companies’ Earnings. All net earnings from the Braskem/Petrobras Assets and Petrobras
Assets generated or distributed after the Shares acquisition shall be owned by Braskem and/or
Petrobras. All dividends and/or interest
on equity of the Braskem/Petrobras Assets and/or Petrobras Assets that are declared and/or
distributed to Ultrapar shall be reimbursed to Braskem and/or Petrobras, as applicable. The value
of these dividends and/or interest on equity shall accrue interest at the accumulated variation
of the DI rate.” These amounts shall be deducted from the third installment due to Ultrapar from
Braskem and Petrobras. Ultrapar shall assign and transfer all rights, and obligations undertaken
in the Purchase and Sale Agreement to Braskem and/or Petrobras, on the date of effective transfer
of Assets, insofar as they refer to the Braskem/Petrobras Assets or Petrobras Assets.



Shareholders’ Agreement and Other Provisions for Management of the Companies Until Final
Transfer of Assets. On the date that the Purchase and Sale Agreement is concluded, Ultrapar
shall transfer (i) one common share issued by RPI, (ii) one common share issued by DPPI, (iii) one
common share issued by CBPI, (iv) one common share issued by ICQ for each one issued by Braskem and
Petrobras, and (v) one common share issued by IPQ for each one issued by Braskem and Petrobras, so
that Braskem and Petrobras become shareholders in these companies. Furthermore, (i) CBPI shall
assign and transfer one common share issued by ICQ and (ii) ICQ shall assign and transfer one
common share issued by IPQ to Ultrapar. The Parties shall execute two Shareholders’ Agreements
(collectively, the “Shareholders’ Agreement”), one for RPI, and the other for DPPI, CBPI,
ICQ and IPQ, which shall establish the Companies’ management provisions from the date that the
Purchase and Sale Agreement is concluded.



After the Corporate Restructuring, Ultrapar shall assign and transfer RPI shares to Braskem and
Petrobras, resulting in Ultrapar, Braskem and Petrobras each holding one third (1/3) of the total
and voting RPI capital stock, which shall then own only the refinery business which it currently
operates.



Purchase of additional shares of the Companies. If any of the Parties are obliged by law to
acquire other shares than the Shares and the Minority Shareholders Shares, the Parties shall not be
jointly liable for such obligation and each Party shall be exclusively responsible for the shares
related to its respective assets and according to such Party stake in said assets.



Representations and Warranties. Each Party hereby warrants that it is empowered to enter
into this Agreement and capable of fulfilling the obligations set forth herein, without requiring
government authorization or breaching any agreement to which it is subject. The Parties shall
cooperate to obtain approval of the Brazilian Antitrust System.



Exclusivity. Until December 31, 2007, none of the Parties shall pursue any transaction
that is similar to those set forth herein, that hampers the performance of the transactions set
forth herein, or that involves any investment of any form in the Companies. This provision shall
not apply to shareholder stakes held by Braskem and Petrobras in COP, and/or shares issued by COP.



Final provisions. Each Party agrees to indemnify, defend, and hold harmless the other
Parties, without joint liability or limitation, from any obligations, liabilities, losses, or
claims of any kind suffered as a result of failure to discharge obligation arising from this
Agreement and the Shareholder Agreement. Braskem and Petrobras agree to indemnify, defend, and
exempt Ultrapar, at a ration of 60% and 40% respectively, from any losses suffered as shareholder
of ICQ, IPQ, and COP, with the exception of devaluations resulting from the effects of equity
equivalence. Petrobras will indemnify Ultrapar from any losses incurred in the administration of
Petrobras Assets while said assets remain under CBPI ownership. Ultrapar will indemnify Petrobras
from losses incurred in the management of Ultrapar Assets. Present or future contingencies
relating to the assets shall be borne by the respective owners of said assets. Present or future
contingencies that are common to more than one asset shall be proportionally borne by the Parties.



This Agreement shall be amended, or any of its terms waived, only by written instrument. Delay in
enforcement of rights set forth herein shall not constitute waiver. This Agreement shall not be
assigned by any of the Parties without prior, written consent of the other Parties, except for
Petrobras’ assignment of the rights and obligations set forth in this Agreement to any of its
subsidiaries or to Braskem. Any term or provision of this Agreement declared invalid or
ineffective shall be deemed unenforceable only to the extent of said invalidity or ineffectiveness.



This Agreement shall be governed and interpreted pursuant to the laws of the Federative Republic of
Brazil. Disputes relating to payment obligations or that require specific performance will be
subject to judicial execution.



 









 





All other disputes arising from this Agreement shall be resolved by arbitration, pursuant to Law
No. 9307/96. The dispute shall be submitted to the International Chamber of Commerce (“ICC”) Court
of Arbitration pursuant to its regulations. Arbitration shall be carried out in the City of São
Paulo. The arbitration shall be conducted by three arbitrators, one indicated by each Party, who
shall agree to appoint a third arbitrator, who shall act as President of the Court of Arbitration.
The Party receiving an adverse award shall pay the fees and costs relating to the arbitrators and
the ICC, unless otherwise established by the arbitration award. The parties shall cover the costs
and fees of their respective attorneys. Each party shall retain the right to file for judicial
measures in order to obtain injunctive measures to protect or safeguard rights.