EX-4.08 Shareholders Agreement



 





Exhibit 4.08




 





Shareholders’ Agreement




between




Ultrapar Participações S.A.




Braskem S.A.




Petróleo Brasileiro S.A. – Petrobras




Refinaria de Petróleo Ipiranga S.A.




Distribuidora de Produtos de Petróleo Ipiranga S.A.




Companhia Brasileira de Petróleo Ipiranga




Ipiranga Química S.A.




and




Ipiranga Petroquímica S.A.




 






Dated of 18 April 2007




 






 





 









 








Shareholders’ Agreement 



This shareholders’ agreement (“Shareholders’ Agreement”) is celebrated by and between:





	 	A.	 	Ultrapar Participações S.A., publicly-traded company based at Avenida
Brigadeiro Luiz Antonio, No 1343, 9o floor, in the city of São
Paulo, in the state of São Paulo, enrolled at the National Legal Entities Taxpayers’
Registry (CNPJ/MF) under n. 33.256.439/0001-39, in this document
represented in the form used in its bylaws (“Ultrapar”);
	 
	 	B.	 	Braskem S.A., publicy-traded company based at Rua Eteno, No
1561, Pólo Petroquímico (petrochemical complex), in the city of Camaçari, in the state
of Bahia, enrolled at the National Legal Entities Taxpayers’ Registry (CNPJ/MF) under
n.42.150.391/0001-70, in this document read presented in the form used in its bylaws
(“Braskem”);
	 
	 	C.	 	Petróleo Brasileiro S.A. – Petrobras, government-controlled
publicly-traded company based at Avenida República do Chile, No 65, in the
city of Rio de Janeiro, in the state of Rio de Janeiro, enrolled at the National Legal
Entities Taxpayers’ Registry (CNPJ/MF) under n. 33.000.167/0001-01, in this document
represented in the form used in its bylaws (“Petrobras”, and in combination
with Ultrapar and Braskem hereafter referred to as “The Investing Parties”,
and individually and indiscriminately, referred to as “The Investing Party”);
	 
	 	D.	 	Refinaria de Petróleo Ipiranga S.A., publicly-held company based at
Rua Engenheiro Heitor Amaro Barcellos, No 551, in the city of Rio Grande,
in the state of Rio Grande do Sul, enrolled at the National Legal Entities Taxpayers’
Registry (CNPJ/MF) under n. 94.845.674/0001-30, in this document represented in the
form used in its bylaws (“RPI”);
	 
	 	E.	 	Distribuidora de Produtos de Petróleo Ipiranga S.A., publicly-traded
company based at Avenida Dolores Alcaraz Caldas, No 90, in the city of
Porto Alegre, in the state of Rio Grande do Sul, enrolled at the National Legal
Entities Taxpayers’ Registry (CNPJ/MF) under n. 92.689.256/0001-76, in this document
represented in the form used in its bylaws (“DPPI”);
	 
	 	F.	 	Companhia Brasileira de Petróleo Ipiranga, plublicly-traded company
based at Rua Francisco Eugênio, No 329, in the city of Rio de Janeiro, in
the state of Rio de Janeiro, enrolled at the National Legal Entities Taxpayers’
Registry (CNPJ/MF) under n. 33.069.766/0001-31, in this document represented in the
form used in its bylaws (“CBPI”);
	 
	 	G.	 	Ipiranga Química S.A., joint-stock company based at Rua Antônio
Carlos, No 434, 9o andar, in the city of São Paulo, in the state of São Paulo,
enrolled at the National Legal Entities Taxpayers’ Registry (CNPJ/MF) under
n.62.227.509/0001-29, in this document represented in the form used in its




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	 	 	 	bylaws (“ICQ”); and
	 
	 	H.	 	Ipiranga Petroquímica S.A., joint-stock company based at BR 386
Rodovia Tabaí Canoas, Km 419, III Pólo, Lote 4, in the town of Triunfo, in the state
of Rio Grande do Sul, enrolled at the National Legal Entities Taxpayers’ Registry
(CNPJ/MF) under n.88.939.236/0001-39, in this document represented in the form used in
its bylaws (“IPQ”, and in combination with RPI, DPPI, CBPI and ICQ,
“Companies”, and in combination with Ultrapar, Braskem, Petrobras, RPI, DPPI,
CBPI ICQ hereinafter referred to as “The Parties”, and individually and
indiscriminately, as “Party”).




The terms with the initials in capital letters, if not defined here, must have the meaning
attributed to them in the Investment Agreement.




Recitals



Whereas the Investing Parties have celebrated an investment agreement dated March 18, 2007
(“ Investment Agreement ”), through which, among other provisions, the Investing Parties
have regulated the acquisition by Ultrapar for itself of the distribution assets located in the
South and Southeast (“Ultrapar Assets ”), the acquisition by Ultrapar on behalf of Braskem
and Petrobras by Ultrapar, as a commission agent, , of the petrochemical assets
(“Braskem/Petrobras Assets ”) in the proportion of 60% and 40%, respectively, and the
acquisition of the distribution assets located in the North, Northeast and Central West
(“Petrobras Assets ”), by Ultrapar in the capacity of commission agent for Petrobras;



Whereas, as foreseen in the Investment Agreement, Ultrapar celebrated with the controlling
shareholders of the Companies (“Selling Shareholders”), with the intervention and consent
of Petrobras and Braskem, a share purchase agreement, dated of March 18, 2007 (“Share Purchase
Agreement”), through which Ultrapar acquired from the Selling Shareholders, among others: (i)
7,407,126 (seven million, four hundred and seven thousand, one hundred and twenty six) ordinary
shares of DPPI, and (ii) 1,341,319 (one million, three hundred and forty-one thousand, three
hundred nineteen) ordinary shares of CBPI (“ Shares of Ultrapar ”);



Whereas RPI, DPPI and CBPI are the holders, jointly, of 436,074,462,484 (four hundred and
thirty-six billion, seventy-four million, four hundred and sixty-two thousand, and eighty-four)
ordinary shares issued by ICQ, a representative of practically 100% of its voting and total
capital;



Whereas, through the acquisition of the Shares of Ultrapar, Ultrapar will hold an indirect
majority stake in ICQ until the effective handover of these shares to Braskem and Petrobras, and,
as a consequence, a stake in other companies, including IPQ and a stake held by this one in Copesul
– Companhia Petroquímica do Sul (“Copesul”);




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Whereas (i) Ultrapar has assigned and transferred to Braskem and Petrobras: 1 (one)
ordinary share issued by DPPI and 1 (one) ordinary share issued by CBPI, (ii) RPI has assigned and
transferred 1 (one) ordinary share issued by ICQ to Braskem and Petrobras; (iii) ICQ has assigned
and transferred 1 (one) ordinary share issued by IPQ to Braskem and Petrobras (“ Shares of
Braskem/Petrobras”), and (iv) RPI has assigned and transferred 1 (one) ordinary share issued by
ICQ to Ultrapar; and (v) ICQ has assigned and transferred 1 (one) ordinary share issued by IPQ to
Ultrapar (“ Petrochemical Shares of Ultrapar”, and in conjunction with the Shares of
Braskem/Petrobras and with the remaining Shares of Ultrapar, “ Shares ”);



Whereas Braskem and Petrobras celebrated, on March 18, 2007, a memorandum of understanding
(“Braskem/Petrobras Memorandum of Understanding ”), under which they regulate, among other
aspects, the rules of working together and administrating the Assets of Braskem/Petrobras;



Whereas Ultrapar and Petrobras celebrated on March 18, 2007, a Memorandum of Understanding
(“Ultrapar/Petrobras Memorandum of Understanding”), under which they regulate, among other
aspects, the rules of working together and administrating the Assets of Ultrapar/Petrobras;



Whereas the Investing Parties intend, as a way of ensuring the fulfilment of the
obligations assumed by Ultrapar under the Commission Agreement and to guarantee to Braskem and
Petrobras the effective management of the assets acquired until their handover, to establish the
main terms and conditions on the basis of which the Companies and their subsidiaries will be
administrated during the period established under the Investment Agreement until the Assets of
Braskem/Petrobras are effectively handed over to Braskem and Petrobras and the Assets of Petrobras
are effectively handed over to Petrobras (“ Handover of Assets ”);



The Parties Have Resolved to celebrate this Shareholders Agreement, which shall be
governed by the following provisions:




Clause 1

Linked Shares



1.1 All the shares and securities convertible into shares of the Companies, or which confer the
right to subscribe to them, owned by the Investing Parties or the Companies are subject to this
Shareholders Agreement. This includes, without limitations, those acquired from the Selling
Shareholders or under the terms of the Investment Agreement and/or this Shareholders Agreement
and/or those which subsequently become owned by them in the future, through subscription,
acquisition, bonus issues, share splits, reverse share splits, or any other manner.



1.2 Each Investing Party declares and guarantees that: (i) is the titular and legitimate owner of
the Shares, in the proportion indicated below; and (ii) that the Shares are on this date, and will
remain during the validity of the Shareholders Agreement, free and clear of any and every
encumbrance, lien, restriction, right of preference, option or other charge or
right of any nature, except when broadly envisaged in this Shareholders Agreement and by the pledge
covered under the Investment Agreement, constituted in favour of Braskem and/or Petrobras.




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Paid-Up Capital of DPPI




	 	 	 	 	 	 	 
	Shareholders	 	No of shares	 	Voting capital (%)	 	Total capital (%)
	Ultrapar
	 	7,407,121	 	69.184	 	23.147
	Petrobras
	 	1	 	Less than 0.001	 	Less than 0.001
	Braskem
	 	1	 	Less than 0.001	 	Less than 0.001






Paid-Up Capital of CBPI




	 	 	 	 	 	 	 
	Shareholders	 	No of shares	 	Voting capital (%)	 	Total capital (%)
	Ultrapar
	 	1.341.313	 	3,788	 	1,266
	Petrobras
	 	1	 	Less than 0.001	 	Less than 0.001
	Braskem
	 	1	 	Less than 0.001	 	Less than 0.001
	RPI
	 	8.786.744	 	24,815	 	8,293
	DPPI
	 	22.264.146	 	62,877	 	21,013






Paid-Up Capital of ICQ




	 	 	 	 	 	 	 
	Shareholders	 	No of shares	 	Voting capital (%)	 	Total capital (%)
	Ultrapar
	 	1	 	Less than 0.001	 	Less than 0.001
	Petrobras
	 	1	 	Less than 0.001	 	Less than 0.001
	Braskem
	 	1	 	Less than 0.001	 	Less than 0.001
	RPI
	 	255,220,841,970	 	58.527	 	58.527
	CBPI
	 	180,853,620,502	 	41.473	 	41.473
	DPPI
	 	9	 	Less than 0.001	 	Less than 0.001






Paid-Up Capital of IPQ




	 	 	 	 	 	 	 
	Shareholders	 	No of shares	 	Voting capital (%)	 	Total capital (%)
	Ultrapar
	 	1	 	Less than 0.001	 	Less than 0.001
	Petrobras
	 	1	 	Less than 0.001	 	Less than 0.001
	Braskem
	 	1	 	Less than 0.001	 	Less than 0.001
	ICQ
	 	16,088,881,383	 	86.889	 	50.456






Clause 2

Administration of the Companies until the Handover of Assets



2.1 Principles of Administration of the Companies. The Companies will be
controlled and administered under the terms of this Clause 2, in such a way as to fulfil
the provisions in this Shareholders Agreement and in the Investment Agreement and in order to
ensure that, until the Handover of the Assets, Ultrapar has the control and administration of the
Assets of Ultrapar, Petrobras has the control and the administration of the Assets of Petrobras and
Braskem has control and Braskem and Petrobras has, in the proportion of 60% and 40%, respectively,
the administration of the Assets of Braskem/Petrobras (more




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specifically of ICQ, IPQ and its subsidiaries, as well as the stake held in Copesul), observing the
provisions in this Clause 2 and, with regard to Braskem and Petrobras only, in the
Braskem/Petrobras Memorandum of Understanding. Emphasising that under the acts envisaged in the
Investment Agreement, the Investing Parties have undertaken an obligation to control and administer
the respective Companies in accordance with this Clause 2 , within the normal course of
their businesses up and till the date of the Handover of Assets, admitting that, in respect of the
Assets of Braskem/Petrobras, Assets of Ultrapar and Assets of Petrobras, the implementation of
actions, policies and operations, which have the objective and/or effect, provided that they do not
have a negative impact on the Assets of the other Investing Parties: (i) the operational
optimisation of the assets; (ii) the capturing of synergies; and (iii) the increase of
competitiveness. With regard to the Assets of Braskem/Petrobras, which are concentrated within ICQ
and its subsidiaries, will be permitted, since there is no burden for Ultrapar, (i) shareholding
restructuring involving ICQ, IPQ and/or Copesul, and (ii) the indebtedness of ICQ or its
subsidiaries for the acquisition of the minority participations of IPQ or Copesul, whether it be
through private acquisitions, or public share tender offerings.



2.2 Control and Administration of DPPI. The Investing Parties agree that Ultrapar should
control and manage DPPI, being able to freely exercise its vote in the general shareholders
meetings of DPPI, as well as nominating and electing all the members to which it is entitled to the
Board of Directors of DPPI and to instruct these members with regard to their voting at the
respective meetings, when these votes at the general shareholders meetings and meetings of the
Board of Directors of DPPI are not related, directly or indirectly, to the Assets of Petrobras
and/or on the Assets of Braskem/Petrobras.



2.3 Control and Administration of CBPI. The Investing Parties agree that Ultrapar should
control and manage CBPI with regard to the Assets of Ultrapar held by CBPI, being able to freely
exercise its voting rights (directly or indirectly, through DPPI) at the general shareholders
meetings of CBPI, as well as nominating and electing 70% of the members of the Board of Directors
of CBPI to which Ultrapar is entitled and instruct these members with regard to their voting at the
respective meetings, when these votes at the general meetings or board meetings of CBPI are not
related to the Assets of Petrobras and/or on the Assets of Braskem/Petrobras. Ultrapar should
exercise its voting rights as a shareholder of CBPI, directly or through DPPI, in such a way that
Petrobras controls and manages CBPI, so that the Assets of Petrobras held by CBPI, can be used to
freely support Ultrapar in its voting at the general shareholders meetings of CBPI with regards to
changes made to bylaws and other material which could affect the Assets of Petrobras, as well as
nominating 30% of the members of the Board of Directors of CBPI to be elected by Ultrapar and
instruct these members with regard to their voting at the respective meetings, when these votes at
the general shareholders meeting or Board of Directors of CBPI are not related to the Assets of
Ultrapar and/or to the Assets of Braskem/Petrobras.



2.3.1 Meetings of the Board of Directors of CBPI. Petrobras agrees and undertakes, at the
meetings of the Board of Directors of CBPI with regard to the Assets of Ultrapar, to instruct the
members of the board nominated by it to follow the voting of the members of the board nominated and
elected by Ultrapar. In turn, Ultrapar agrees to undertake, at the meetings of the board of
directors of CBPI with respect to the Assets of Petrobras held by


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CBPI, to instruct the members of the board nominated and elected by it, to follow the voting of the
members of the board nominated by Petrobras.



2.3.2 Differences of Opinion. If any difference of opinion arises between the Investing
Parties, concerning the rules of control and administration of CBPI, the president of Petrobras, or
a person specifically nominated by him, and the president of Ultrapar, or persons specifically
nominated by him, must meet within a period not exceeding 5 (five) days counting from the
occurrence of the divergence , to search an amicable solution, involving reciprocal concessions. If
an agreement is not reached and the divergence is not resolved, the Investing Parties are compelled
to use the rules for the solution of conflicts contained in Clause 3.14 of this
Shareholders Agreement.



2.4 Control and Administration of ICQ and IPQ. Ultrapar recognises and agrees that ICQ and
IPQ and its subsidiaries will be, from this date, controlled by Braskem and administered by Braskem
and Petrobras, in the proportion of 60% and 40%, respectively, which may freely nominate members to
form part of the board of directors of these companies and instruct these members in regard to
their voting at the respective meetings, nominations which will observe, in the same proportion
referred to above, it will be up to Braskem, in any hypothetical situation to nominate and elect
the majority of members of the Board of Directors of ICQ, IPQ and its subsidiaries.



2.4.1 Braskem/Petrobras Voting Instructions. It is established between the Investing
Parties that the voting instructions with regard to the Assets of Braskem/Petrobras will be given
by Braskem. However, when the voting instruction is related to any of the matters listed in
Annex I, the voting instruction must be signed jointly by Braskem and Petrobras. Any
modification to the Braskem/Petrobras Memorandum of Understanding, which implies a modification to
Annex I, must be communicated to Ultrapar.



2.5 Voting Instructions for the General Shareholders Meetings of ICQ. In order to
make the provisions of this Clause 2 feasible, Braskem must (depending on the case
(Clause 2.4.1) in conjunction with Petrobras), up to 4 (four) days before the date of the
general shareholders meeting of ICQ, communicate to Ultrapar its voting instruction for the
pertinent meeting, as applicable. Once the aforementioned voting instruction is received, Ultrapar,
itself, or through a company controlled by it which has a stake in the capital of ICQ, must
formalise the vote in the respective meeting, in accordance with the voting instruction received.
If Ultrapar does not receive the voting instruction from Braskem within the time period specified
in this Clause 2.5 or, in the case of (Clause 2.4.1), the joint instruction of
Braskem and Petrobras, Ultrapar must, on its own behalf or through subsidiaries controlled by it
which holds a stake in the capital of ICQ, at the extraordinary general shareholders meetings of
ICQ, exercise its voting rights to postpone voting on the matters tabled for discussion or simply
withdraw these items from the agenda, in such a way that it will be possible to receive the voting
instruction necessary. Regarding to ordinary general shareholders meetings, if after the
aforementioned postponement and new call notice , Ultrapar continues not to receive the pertinent
voting instruction, then Ultrapar must: (A) vote at the aforementioned meeting in accordance with
its own evaluation of the best interests of the company involved, in the case of approving the
accounts of the administrators and financial statements, the deliberation on the destination of
earnings and


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the distribution of dividends, always observing what is determined in this respect in the
Investment Agreement (in this hypothetical situation having no responsibility whatever to Braskem
and/or Petrobras for the vote given), and (B) when the matter being deliberated upon is the
election of administrators or members of the board of directors, or members of the fiscal council,
re-elect the administrators and members of the board of auditors previously nominated by Braskem
and Petrobras within a reasonable period before the date of the meeting, in the event of doubts
about the respective voting instruction received.



2.5.1 Election of the Members of the Board of Directors of ICQ. At the general meetings
which deliberated on the election of the members of the board of directors and/or members of the
fiscal council of ICQ, Ultrapar undertakes, on its own behalf, or through companies controlled by
it which hold a stake in the capital of ICQ, to elect (or re-elect, should this be the case) the
professional executive nominated by Braskem and Petrobras, observing the proportion of 60% for
Braskem and 40% for Petrobras, being certain that, in any hypothetical event, Braskem will have the
power to nominate the majority of the Board of Directors of ICQ. The instruction by Braskem, with
regard to the nomination of the professional executives which must be elected to the Board of
Directors and/or fiscal council of auditors of ICQ must obey the procedure described in Clause
2.5 above. For the purpose of the first nomination, Ultrapar undertakes to, with a period of 5
(five) days counting from the date of this Shareholders Agreement, in its capacity as shareholder
of RPI and the controlling shareholder of CBPI and DPPI, as applicable, convene or, within this
same time period, carry out (if the call notice is dispensable by the presence of all shareholders)
or, even, arrange it for a general meeting to be convened and held with regard to the nomination
of the new members of the board of directors and/or fiscal council of ICQ, who will be nominated by
Braskem and Petrobras, as previously set out. Ultrapar undertakes, on its own behalf or through the
companies controlled by it which hold a stake in the capital of ICQ, in up to 5 (five) days
counting from the date of receiving the instruction from Braskem and/or Petrobras related to this
matter, convene or, within the same time period, carry out (if the call notice is dispensable by
the presence of all shareholders) or even arrange it so that the general meeting is convened and
held for the removal of any of the members of the board and/or fiscal council of ICQ, in accordance
with that originally nominated by the Investing Party, in writing, being Ultrapar compelled to vote
or arrange it so that the companies controlled by it who hold a stake in the capital of ICQ vote in
accordance with the approval of the removal of that member and, if it should be the case, the
nomination of a substitute indicated by the same Party.



2.6 Voting Instructions for the General Shareholders Meetings of CBPI. In order to make
the provisions of this Clause 2 feasible, Petrobras must, up to 4 (four) days before the
date of the general shareholders meeting of CBPI, communicate to Ultrapar’s voting instruction
related to the Assets of Petrobras for the pertinent meeting, as applicable. Once the
aforementioned voting instruction is received, Ultrapar, itself, or through a company controlled by
it which has a stake in the capital of CBPI, must formalise the vote at the respective meeting, in
accordance with the voting instruction received. If Ultrapar does not receive the voting
instruction from Petrobras within the time period specified in this Clause 2.6, Ultrapar
must on its own behalf, or through the companies controlled by it who have a stake in the capital
of CBPI, at the extraordinary general meetings of CBPI, exercise in its voting rights to postpone
voting on the matters tabled for discussion or simply withdraw


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these items from the agenda in such a way that it will be possible to receive the voting
instruction necessary from Petrobras. Regarding to ordinary general shareholders meetings, if after
the aforementioned postponement and new call notice of the meeting, Ultrapar continues not to
receive voting instructions from Petrobras, then Ultrapar must re-elect the administrators and
members of the audit board previously nominated by Petrobras, it being agreed that Ultrapar may
vote, in any case, on the shares owned by it in CBPI which refer to the Assets of Ultrapar.



2.6.1 Election of the Members of the Board of CBPI. At the general shareholders meetings
which deliberates the election of members of the Board of Directors of CBPI, Ultrapar undertakes to
elect the representatives nominated by Petrobras. The instruction by Petrobras concerning the
nomination of the representatives which must be elected to the Board of Directors of CBPI must obey
the procedure described in Clause 2.7 above. For the purposes of the first nomination,
Ultrapar undertakes to, in up to 5 (five) days counting from the date of this Shareholders
Agreement, in its capacity of controlling shareholder of DPPI, convene or arrange it so that
general shareholders meetings are convened for the nomination of new members of the Board of
Directors to CBPI, who will be indicated by Petrobras and Ultrapar, in the portion of 70% for
Ultrapar and 30% for Petrobras.



2.7 Prohibition of Transfer or Pledging of the Shares of the Companies. Unless
specifically expressed under the terms of the Investment Agreement or this Shareholders Agreement,
Ultrapar may not, directly or indirectly, totally or partially: (A) sell, divest or in any way
transfer to third parties (i) any Shares of Ultrapar, and/or any assets, rights, equity stakes or
other property of (or subscription rights or securities) CBPI or DPPI, even if they are part of the
Assets of Ultrapar which affect the Assets of Braskem/Petrobras and the Assets of Petrobras or
their guarantees; (ii) any shares, securities or subscription rights of ICQ, IPQ and/or Copesul
and/or any of its assets, rights, equity stakes or other properties which form part of the Assets
of Braskem/Petrobras, and (iii) any shares, securities or subscription rights of CBPI and/or any
assets, rights, equity stakes or other property of CBPI, ICQ or IPQ which form part of the Assets
of Petrobras or the Assets of Braskem/Petrobras, and (B) create any type of lien, charge,
restriction, debt, option, preference, third-party rights or encumbrance on the shares and/or
assets, rights, equity stakes or other properties mentioned in items (i) to (iii) above,
maintaining them free and unencumbered, with the exception of the sales on trust under guarantee in
favour of Braskem and Petrobras as set out in the Investment Agreement. Ultrapar may freely
transfer or sell the shares of companies related to the Assets of Ultrapar in any case not
specified under this clause.



2.8 Previous Meetings. Braskem and Petrobras may request in a separate manner from Ultrapar
that the rights and obligations set out in this Clause 2 be exercised and implemented
through previous meetings prior to each meeting of the board of directors or general shareholders
meeting of CBPI and ICQ. If judged necessary, Braskem and Petrobras may separately convene a
previous meeting with a minimum of 7 (seven) days beforehand and the respective previous meeting
must be carried out at least 4 (four) days before the meeting of the respective Board of Directors
or general shareholders meeting.



2.9 Automatic Execution. The president of the general shareholders meeting and the


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board of directors of each of the companies will not compute the vote pronounced in disagreement
with this Shareholders Agreement.



2.10 Responsibilities. Always observing the provisions in this Shareholders Agreement and
the Investment Agreement, (i) Braskem will not have any power or right to vote or otherwise
interfere, or have any responsibility, on questions specifically related to the Assets of Ultrapar
and/or the Assets of Petrobras; (ii) Petrobras will not have any power or right to vote or
otherwise interfere, or have any responsibility on questions specifically related to the Assets of
Ultrapar; and (iii) Ultrapar or otherwise interfere, or have any responsibility, on questions
specifically related to the Assets of Braskem/Petrobras and/or the Assets of Petrobras.




Clause 3

Final Provisions



3.1 Duty to Indemnify. Each of the Investing Parties agrees, without joint liability and
without any limitation, to indemnify, defend and exempt the other Investing Parties as well as, if
it should be the case, any of their respective controlling shareholders, board members, directors,
employees, representatives, successors, grantees, subsidiaries and affiliates (“ Indemnified
Party ”) from and against any obligations, responsibilities, contingencies, losses, damages,
complaints, actions, processes, investigations, fines, decisions (including judicial,
administrative or arbitrational, whether they be definitive or provisory), late payment fines,
interest, penalties, costs and expenses suffered or incurred by any Party Indemnified of the other
Investing Parties, as a result of the non-fulfilment of their obligations established inthis
Shareholders Agreement.



3.1.1 Both Braskem and Petrobras agreed to indemnify, defend and hold harmless Ultrapar as well as,
should it be the case, any Indemnified Party of Ultrapar, in the proportion of 60% and 40%,
respectively, against any Losses suffered or incurred by Ultrapar or by any Indemnified Party of
Ultrapar, for being Ultrapar and/or any Indemnified Party of Ultrapar majority shareholders of ICQ
and IPQ and other companies controlled by them, as well as an indirect shareholder of Copesul.



3.1.2 Petrobras agrees to indemnify, defend and exempt Ultrapar as well as, if it should be the
case, any Indemnified Party of Ultrapar, for any Losses suffered or incurred by Ultrapar or by any
Indemnified Party of Ultrapar in the administration and management of the Assets of Petrobras,
while these assets remain owned, directly or indirectly by CBPI, without prejudicing the other
obligations which have been assumed by Petrobras in the protocol and justification of the demerger
of CBPI.



3.1.3 Ultrapar agrees to indemnify, defend and exempt Petrobras as well as, should this be the
case, any Indemnified Party Petrobras, against any Losses suffered or incurred by Petrobras or any
Indemnified Party of Petrobras through the administration and management of the Assets of Ultrapar,
without prejudice to other obligations assumed by Ultrapar in the protocol and justification of the
demerger of CBPI.




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3.2 Notifications. Any notification will be considered received when delivered by
registered letter, by hand, registry of deeds and documents or by facsimile (in this case, through
the confirmation of transmission receipt), which ever be the case, to the addresses and
telephone/fax numbers listed below, (or any other address or telephone/fax number indicated by one
Party to another):





	 	A.	 	If for Ultrapar, to:

Sra. Ângela Pêgas

Avenida Brigadeiro Luiz Antônio, no 1343, 8o andar

São Paulo, SP

Telephone: 55 11 3177-6868

Fax: 55 11 3177-6107

E-mail: angela.pegas@ultra.com.br
	 
	 	B.	 	If for Braskem, to:

Sr. Mauricio Roberto de Carvalho Ferro

Avenida das Nações Unidas, no 4777, 3o andar

São Paulo, SP

Telephone: 55 11 3443-9413

Fax: 55 11 3023-0416

E-mail: mauricio.ferro@braskem.com.br
	 
	 	C.	 	If for Petrobras, to:

Sr. Gerente Executivo de Novos Negócios

Avenida República do Chile, no 65, 22o andar, sala 2202-A

Rio de Janeiro, RJ

Telephone: 55 21 3224-0921

Fax: 55 21 3224-0929
	 
	 	D.	 	If for RPI, to:

At.: Sr. Presidente do Conselho de Administração

Rua Engenheiro Heitor Amaro Barcellos, no 551

Rio Grande, RS

Telephone: 55 53 3233-8000

Fax: 55 53 3233-8036
	 
	 	E.	 	If for DPPI, to:

At.: Sr. Presidente do Conselho de Administração

Avenida Dolores Alcaraz Caldas, no 90

Porto Alegre, RS

Telephone: 55 53 3216-4411

Fax: 55 53 3224-0801




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	 	F.	 	If for CBPI, to:

At.: Sr. Presidente do Conselho de Administração

Rua Francisco Eugênio, no 329

Rio de Janeiro, RJ

Telephone: 55 21 2574-5858

Fax: 55 21 2569-9124
	 
	 	G.	 	If for ICQ, to:

At.: Sr. Presidente do Conselho de Administração

Rua Antonio Carlos, no 434, 9o andar

São Paulo, SP

Telephone: 55 11 2195-9000

Fax: 55 11 3284-0590
	 
	 	H.	 	If for IPQ, to:

At.: Sr. Presidente do Conselho de Administração

BR 386 — Rodovia Tabaí Canoas, Km 419, III Pólo, Lote 4

Triunfo, RS

Telephone: 55 51 3457-5500

Fax: 55 51 3457-1198




3.3 Integral Agreement. This shareholders agreement and the Investment Agreement contain
the integral agreement between the Investing Parties related to the matters foreseen here and
suppress all agreements, promises, conventions, arrangements, communications or declarations both
verbal and written, made by any of the Investing Parties or their representatives or advisers, with
the exception of the Braskem/Petrobras Memorandum of Understanding, in relation to Braskem and
Petrobras, and the Ultrapar/Petrobras Memorandum of Understanding, in relation to Ultrapar and
Petrobras, which will remain in force in accordance to their respective terms.



3.4 Conflicts. In the event of any conflict between this Shareholders Agreement and/or
Investment Agreement, on one hand, and the Braskem/Petrobras Memorandum of Understanding or the
Ultrapar/Petrobras Memorandum of Understanding, on the other hand, the Shareholders Agreement and
the Investment Agreement will prevail, except if the conflict is not related to or does not affect
a Party not included in the Braskem/Petrobras Memorandum of Understanding or the Ultrapar/Petrobras
Memorandum of Understanding, as applicable, under which circumstances the provisions in the
respective memorandum will prevail.



3.5 Waivers and alterations. This Shareholders Agreement may be altered, replaced,
cancelled, renewed or extended and its terms may be renounced only through a written instrument
signed by the Investing Parties. Delay in the exercising of any right, power or privilege covered
by this Shareholders Agreement should not be considered as a waiving of this right, or recourse. No
total or partial waiver of any right, power, recourse, or privilege should impede any other
subsequent exercising of such right, power, recourse or privilege.




12









 







3.6 Binding Effect; Nonexistence of Assignment. This Shareholders Agreement will oblige
and benefit the Investing Parties and their respective successors and authorised assignees. This
Shareholders Agreement (and the rights and obligations foreseen here) may not be assigned by any of
the Investing Parties without the prior consent, in writing, of the other Investing Parties of this
Shareholders Agreement, with the exception of the assignment, by Petrobras, of the rights and
obligations set out in this Shareholders Agreement and any of its subsidiaries, or to Braskem,
under the terms of the Investment Agreement.



3.7 Autonomy of Provisions. Any term or provision in this Shareholders Agreement that
shall be declared invalid or inefficient shall be considered unenforceable only within the scope of
that invalidity or inefficiency, without affecting the validity or the efficiency of the remaining
terms and provisions of this Shareholders Agreement. The Investing Parties must negotiate in good
faith the replacement of the invalid provisions with others that reflect, as much as possible,
their original intention.



3.8 Expenses. Each one of the Parties must bear the internal costs and expenses incurred
with the elaboration of this Shareholders Agreement.



3.9 Specific Execution. The parties of this instrument understand and agree that all of
the terms and conditions established in this instrument must be subject to specific execution, as
set out in the Civil Process Code in Article 118, §3o, of Law No 6.404/76.



3.10 Representative. The Shareholders indicate the persons mentioned in Clause 3.2
above as representatives for their Companies, for the purposes of §10 of Article 118 of Law No
6.404/76.



3.11 Validity. This Shareholders Agreement will be valid from this date and will remain in
force until the date of the Handover of the Assets. In any hypothetical instance, this Shareholders
Agreement shall be automatically rescinded at the moment of the Handover of the Assets.



3.12 Applicable Law. This Shareholders Agreement shall be governed and interpreted in
accordance with the laws of the Federal Republic of Brazil.



3.13 Continuity. This Shareholders Agreement, all the rights and obligations set out in
it, will not become null and void or modified as a result or as a consequence of the Corporate
Restructuring or of the Alternative Reorganisation, which ever be the case, provided for in the
Investment Agreement, remaining fully enforced up to the date of the Handover of the Assets, always
being executed and interpreted in such a way as to preserve the intention of the Parties to
regulate and segregate the control and the administration of the Companies in the form in
Clause 2.



3.14 Resolution of Conflicts. With the exception of controversies referring to the
obligation to pay, which involve, forthwith, a process of judicial execution and those which
demand, henceforth, specific execution, all the other conflicts arising from, or related to, this
instrument, among others, or those which involve its validity, efficiency, violation,


13









 






interpretation, ending, rescindment and subsequent actions, shall be resolved by arbitration, as
set out under Law n. 9.307/96, under the conditions that follow.



3.14.1 The dispute shall be submitted to the Arbitration Court of the International Chamber of
Commerce (“CCI”) in accordance with its regulations (“ Regulations ”), in force on
the date of the beginning of the arbitration. The arbitration must be conducted in the Portuguese
language.



3.14.2 The headquarters for arbitration will be in the city of São Paulo, in the state of São
Paulo, Brazil, whereby the arbitrators are prohibited from judging by equity.



3.14.3 Except in the case where there is more than one plaintiff or defendant, when the applicable
terms of the regulations will be adopted, the arbitration court will be constituted of 3 (three)
arbitrators, each of the Parties indicating an arbitrator, who by common agreement will nominate
the third arbitrator who will function as president of the arbitration court. In the event of the
2 (two) arbitrators indicated by the Parties don’t indicate third arbitrator within a period of 30
(thirty) days counting from the date that the first 2 (two) arbitrators were nominated, it will fit
to CCI to nominate a third arbitrator.



3.14.4 The arbitration procedure will continue in the absence of any of the parties.



3.14.5 The parties must divide, in equal part, the fees and expenses that have been incurred by the
arbitrators and the CCI. The Parties will bear the costs and fees of their respective lawyers,
there being no requirement to pay the legal fees of the other Party.



3.14.6
Each party remains with the right to require to the common courts, competent to grant judicial
measures which aim to obtain cautionary measures for the protection or safeguarding of rights or of
a preparatory nature prior to the setting up of an arbitration tribunal, without this being
interpreted as a waiver of arbitration. For the exercise of above-mentioned jurisdictional
measures, the parties elect the forum of the city of São Paulo, in the State of São Paulo,
expressly renouncing the right of recourse to any other venue, however pertinent the claims of such
courts may be.



3.14.7 The execution of the arbitration sentence can be carried out in any court that has
jurisdiction or the competencies to issue rulings on the Parties and their assets. Each party will
make best efforts to ensure a swift and efficient conclusion to the arbitration procedure.



3.14.8. In order to optimize and confer judicial security on the resolution of conflicts
covered by this arbitration clause related to the arbitration procedures deriving from or related
to the other contracts linked to it and which complete the legal negotiation carried


14









 






out by the Parties and since it is requested by any of the Parties in the arbitration procedure,
the Arbitration court must consolidate the arbitration procedure constituted under the terms of
this clause with any other in which one of the parties participates and which involves or affects
or in any way impacts this shareholders agreement, since the Arbitration court understands that (i)
there are questions of fact and common rights to procedures which make the consolidation process is
more efficient than maintaining them subject to isolated rulings; and (ii) none of the Parties in
the procedures begun shall be prejudiced by this consolidation, an example being, among others,
unjustified delays or conflict of interest. The Parties hereby agree and authorise the
consolidation of the arbitration procedures.



3.15 Filling. This Shareholders Agreement shall be filed at the headquarters of each
of the Companies within up to 2 (two) days of the signing of this Shareholders Agreement. The Share
Registry Book or the registry book of the registrars, which ever be the case, must contain the
following declaration: “The shares registered in this book are subject to The Shareholders
Agreement celebrated on April 18, 2007, of which the copy is filed at the headquarters of the
Company. The aforementioned Shareholders Agreement, establishes restrictions in the exercising of
voting rights, the transfer and incumbents of the shares and subscription rights derived from
them”.



IN WITNESS WHEREOF, the parties duly sign the 4 (four) identical counterparts of this agreement, in
the presence of 2 (two) witnesses.




São Paulo, April 18 2007




[End of page intentionally left blank]




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(Page of Signatures (1 of 2) of the Shareholders’ Agreement dated of April 18, 2007)




	 	 	 	 	 	 	 	 	 
	Ultrapar Participações S.A.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name:

	 	 	 	 	 	 

Name:
	 	 
	Office:

	 	 	 	Office:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Braskem S.A.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	Office:

	 	 	 	Office:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Petróleo Brasileiro S.A. – Petrobras:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	Office

	 	 	 	Office:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Refinaria de Petróleo Ipiranga S.A.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	Office

	 	 	 	Office:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Distribuidora de Produtos de Petróleo Ipiranga S.A.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	Office:

	 	 	 	Office:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Companhia Brasileira de Petróleo Ipiranga:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	Office:

	 	 	 	Office:	 	 	 	 






16









 






(Page of Signatures (2 of 2) of the Shareholders’ Agreement dated April of 18, 2007)




	 	 	 	 	 	 	 	 	 
	Ipiranga Química S.A.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name:

	 	 	 	 	 	 

Name:
	 	 
	Office:

	 	 	 	Office:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Ipiranga Petroquímica S.A.:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name:

	 	 	 	 	 	 

Name:
	 	 
	Office:

	 	 	 	Office:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witnesses:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Name:

	 	 	 	 	 	 

Name:
	 	 
	RG:

	 	 	 	 	 	RG:	 	 






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Annex I




Matters Subject to Approval by Petrobras for Voting Instructions 



1.1 Deliberations at General Shareholders Meetings: any material below may only be approved
at the general shareholders meetings of the companies acquired under the terms of the Investment
Agreement if they have the favourable vote of Petrobras:





(a) modification of rights conferred to shares issued by any of the Petrochemical
Companies which have a negative impact on the value of the shares issued by any of
the aforementioned companies owned by Petrobras;




(b)any alteration, expansion or reduction to the corporate purpose of any of the
Petrochemical Companies;




(c) any increase in the number of members of the Board of Directors of any of the
Petrochemical Companies;




(d) any reduction in the number of members of the Board of Directors of any of the
Petrochemical Companies elected upon nomination by Petrobras;




(e) any increase in the paid-up capital of any of the Petrochemical Companies, paid
for in assets or rights, except if such assets or rights are related to the
corporate purpose of any of the aforementioned companies and their evaluation has
been carried out by a first-rate investment bank or first-rate independent auditing
firm;




(f) any merger, de-merger or take over.of any of the Petrochemical Companies into
another company, or between each other, or another company into any of the
Petrochemical Companies, which implies the dilution of Petrobras’ stake in any of
the Petrochemical Companies;




(g) the dissolution or liquidation of any of the Petrochemical Companies;




(h) the issue of debentures, convertible into shares, of any of
the Petrochemical Companies;




(i) the creation of preferred shares, or even issuing more of the
existing class of preferred shares, without retaining the same proportion as
the other classes of preferred shares; and



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(j) any alterations to preferences, advantages and redemption and
amortisation of one or more class of preferred shares, or the creation of a
more favoured class.


1.2 Deliberations of the Board of Directors: any of the material below may only be approved
at the meeting of a board of directors of any of the companies acquired under the terms of the
Investment Agreement, if Petrobras declares itself in favour of it:





(a) any acquisition, alienation or encumbrance of fixed assets, when the
transaction considered separately involves an amount of 20% (twenty percent) or
more of the net worth of the Petrochemical Company involved in the deal;




(b) the celebration of a contract of any nature, when the transaction, considered
separately, involves an amount of 20% (twenty percent) or more of the net worth of
the Petrochemical Company involved in the deal, with the exception of the
celebration of contracts and operations which are necessary for the normal
activities of the Petrochemical Companies;




(c) the celebration of legal deals with companies which, directly or indirectly,
are controlled by, in control of, or subsidiaries of controlling companies, of any
of the Parties or companies affiliated to them, not contemplating however, the
equity stake of the Petrochemical Companies in regard to Copesul; and




(d) the acquisition of an equity stake in other companies, except for the companies
included within the corporate purpose of the Petrochemical Companies.




19