CORPORATE GOVERNANCE DIRECTIVES

Corporate governance concept was introduced at Ultrapar as part of the company's policy back in the seventies, when the main executives became partners in the company which, up to that time, had been family managed. The governance process is based on the principle of converging interests between the executives and all classes of shareholder – controlling shareholders, minority holders of ordinary shares or holders of preferred shares, transparency and the extensive disclosure of information with regard to businesses and economic-financial performance. Ultrapar believes that the presence of an effective corporate governance system, within an individual company and across an economy as a whole, helps to provide a degree of confidence that is necessary for the proper functioning of a market economy. As a result, the cost of capital is lower and firms are encouraged to use resources more efficiently, thereby underpinning growth.

Tag along – protection for minority shareholders in the event of sale of control in the company
At the beginning of 2000, Ultrapar granted Tag Along, rights to its shareholders, guaranteeing equal treatment to minority shareholders in the event of a change in shareholder control of the Company. With this step forward, Ultrapar set itself apart from most other companies. At the end of 2001, the Publicly Listed Company Law (Lei das S.A.) was approved, making the Tag Along right obligatory; however, it is limited, granting 80% of an offer price only to holders of common shares. Ultrapar's Tag Along guarantees that holders of all share types will receive 100% of an offer price. In may 2004, Ultrapar approved Tag Along rights in its Bylaws at 100% of the offer price.

Variable remuneration of executives linked to EVA performance
Following the same principle of commitment and alignment with its shareholders, Ultrapar adopted the Economic Value Added - EVA in all of its business segments. Since 2002, executives' bonus has been linked to the EVA performance of each business unit.

Restricted Stock plan
Continuing the philosophy of making its principal executives partners in the firm, a restricted stock plan was introduced in 2003, based on the preferred shares held in the company's treasury. Executives benefiting from this program are able to profit from the shares, with all the rights and benefits attached to them. The ownership of the shares is retained by the company, for a period of 10 years, at the end of which time the shares are transferred into the executive’s name.

Code of Ethics
In April 2004, a code of ethics was adopted which applies to members of the: (i) Board of Directors, (ii) Executive Board, (iii) Audit Committee, when established, (iv) the boards of directors and executive boards of the company's various subsidiaries and (v) other organizations within the company with consultancy or technical function that report directly to the Board of Directors, the Executive Board or to the Audit Committee. The aims of this code of ethics is to: (i) reduce the level of subjectivity in personal interpretation of the principal ethics; (ii) formalize and institutionalize a reference for the professional conduct of employees, including the ethical management of real or apparent conflicts of interest, so becoming a reference standard for internal relations and external relations between the company and its interested public audiences (shareholders, customers, employees, and unions, partners, suppliers, service providers, competitors, society, government and the communities in which operates) and; (iii) guarantee that the daily concerns with regard to efficiency, competitiveness and profitability, include due attention to ethical conduct.

External audit
The conduct of the company in regard to its auditors is based on principles that preserve the independence of the auditor. In the year 2003, some work was carried out by the auditors not directly linked to auditing the company's financial statements, which consisted basically of advising on corporate and tax matters, the amount paid not exceeding 5% of the main audit fee. Furthermore, in anticipation of CVM guidelines, in 2002 Ultrapar implemented a system of using independent auditors on a rotating basis.

Sarbanes-Oxley
Ultrapar aims to ensure that best practices, recommendations and standards of corporate governance are employed in its functioning and operations. Ultrapar is currently working to comply with all Sarbanes-Oxley and NYSE requirements within the stated time frame. To this end, the company has already incorporated its material contractual obligations and off-balance sheet transactions in its financial statements. The possibility of setting up an audit committee is being examined, which would include the presence of a financial specialist.

Recent events
In 2006, Ultrapar took another important step towards improving its corporate governance, designating different people for the roles of Chief Executive Officer and Chairman of the Board. In October, Paulo G. A. Cunha announced that he would be leaving the post of Chief Executive Officer, remaining as Chairman of the Board – a post which he had occupied concurrently with that of Chief Executive Officer since 1998. The company announced that his successor as Chief Executive Officer of Ultrapar was Pedro Wongtschowski, who took over the responsibility of continuing to run Ultrapar, and grow the business on a sustainable basis.

In February 2008, Ultrapar decided to join the Level 2 of Bovespa`s Corporate Governance. Ultrapar released material notice informing that the Board of Directors had decided to join BOVESPA`s Level 2 of corporate governance, taking another step towards constantly improving its corporate governance, by deciding to join Level 2 Corporate Governance. Joining the Level 2 reinforces the Company`s commitment with the capital markets, recognizing the significant increase of its shareholders base, as a result of the exchange offer of the Ipiranga`s shares, and it will be concluded after the last step of Ipiranga`s acquisition is finished.