Ultrapar Participações S A : Conflict of Interest Policy

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Conflict of Interest and Related Party Transactions Corporate

Policy

1

1. GENERAL RULES

The activities performed by Ultra Group and its several market players can be exposed to situations - real or potential - of conflict of interest, and may result in the performance of Related Party transactions.

This Policy establishes guidelines, rules and procedures to deal with situations of potential conflict of interest that may arise and to ensure transparency and independence in the relations between Ultra Group and its Related Parties.

The Policy applies to all Ultra Group's companies and any Ultra Group's Partner or Employee, without prejudice to additional regulations applicable to their activities.

External Representatives, Suppliers and Service Provider and Business Partners, for the duration of the relationship with Ultra Group, must comply with the guidelines and principles established in this Policy.

This Policy shall be read in conjunction with the Code of Ethics and other policies and rules defined by Ultra Group. In case of conflict, the DRCA shall be consulted.

All expressions in capital letters in this Policy that are not defined therein shall be elaborated on the Glossary found at the end of this document.

2.

CONFLICT OF INTEREST

2.1 CONCEPTS

A conflict of interest arises when a person does not have, or appears not to have, the independence necessary to perform its duties.

It is identified in situations that represent a confrontation between the particular interests of a Partner or Employee and the interests of Ultra Group, which may, in an effective or apparent way, affect the capacity for impartial judgment or compromise or improperly influence the performance of such person 's duties, to the detriment of Ultra Group 's interests, values, ethics or reputation. A conflict of interest may exist even if it does not cause any damage to Ultra Group 's tangible, intangible or financial assets and/or its reputation.

The use of the position or information, confidential or not, that may influence any decision of Ultra Group and that benefit in any way its particular interests can also be featured as a conflict of interest.

Employees must not act in a way that differs from Ultra Group 's objectives and interests, nor must they undertake conducts that may adversely affect the trust of stakeholders and other Employees regarding the integrity, principles and values adopted by Ultra Group.

All Employees must be aware of the potential configuration of a conflict of interest in the conduct of their activities, and must immediately report a potential conflict, as provided in this Policy, as soon as it is identified.

This Policy does not cover all conflict of interest situations that may exist, but highlights, by way of example, the most frequent situations of conflict of interest in the workplace and in the relationship with Customers, Suppliers and Service Providers, External Representatives and Business Partners, whether public or private entities.

A conflict of interest can arise when the exercise of the duties of a Partner or Employee can be influenced in some way:

(i) by its family, friendship or business relationship with other individuals

or entities;

• (ii) by its interests, those of its Relatives or Close Relationship Persons in relation to any individual or entity that contracts with Ultra Group or that, even without contracting, has any interest opposite to that of Ultra

  Group; or

• (iii) by any other relationship that may prevent it from working and fulfilling Ultra Group's interest.

Partners or Employees can suggest the contracting of Relatives, Close Relationship Persons, External Representatives, Business Partners, Suppliers and Service Providers, provided that the relationship is formally reported to the direct manager and that the contracting process is conducted in compliance with the conditions established by this Policy and the Code of Ethics, with transparency and within market standards, without any personal advantage.

The direct subordination of Relatives to the respective Employee is prohibited.

Employees' equity interest in other companies is allowed, but they must not:

• (i) hold any relevant interest capable of influencing Ultra Group decisions;

• (ii) hold any relevant interest in companies competing with Ultra Group;

• (iii) exercise executive duty equal to or similar to that performed at Ultra Group;

• (iv) use an amount of time that conflicts with its activities at Ultra Group; or

• (v) benefit the company in any way in contracting processes with Ultra Group.