ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company
CNPJ nº 33.256.439/0001- 39
NIRE 35.300.109.724

MATERIAL NOTICE

São Paulo, Brazil - March 6th, 2012 - ULTRAPAR PARTICIPAÇÕES S.A. ("Ultrapar" or "Company") - (BM&FBOVESPA: UGPA3 / NYSE: UGP) hereby informs that it will issue R$800,000,000.00 (eight hundred million Reais) in debentures, simple, non-convertible into shares and unsecured, all nominative, in the book-entry form, in one single tranche, with par value unit of R$1,000,000.00 (one million Reais), with a 3-year term starting from the issuance date ("Issuance").
The debentures will have yearly interest payments, amortization in one single tranche at the final maturity date and remuneration corresponding to 108.25% of the accumulated variation of the average DI rates - Inter-financial deposits, daily calculated and published by CETIP ("CDI"). Ultrapar may, at any time, by advance notice, early redeem the outstanding debentures.
The Issuance constitutes the 4th public distribution of debentures of the Company and is placed pursuant to the terms of CVM Instruction nr 476, of January 16th, 2009, on a firm commitment basis for the total amount issued, provided by the lead manager.
Banco Bradesco BBI S.A was mandated as lead manager and Banco Bradesco S.A. was mandated as co-manager of this issuance.
The proceeds of the Issuance will be used for the partial redemption of the 3rd issuance of the debentures of Ultrapar, with maturity in December 2012 and remuneration corresponding to 108.5% of the accumulated variation of the CDI.
As a result, the Issuance allows the Company to extend its debt profile, providing higher financial flexibility and increase in soundness and liquidity.

André Covre
Chief Financial and Investor Relations Officer
ULTRAPAR PARTICIPAÇÕES S.A.




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