Ultrapar Participacoes S A : Corporate Governance Presentation (Apenas em Inglês)

ULTRAPAR PARTICIPAÇÕES S.A.

Corporate Governance

February 2021

Corporate governance and capital markets: key events

30's to 60's

70's

80's

90's

• Foundation and establishment of Ultragaz by Ernesto Igel - Family-owned Company
• Growth of Ultragaz and expansion to several other businesses
• Beginning of the implementation of professional management in the Company
• Structuring of Pery Igel's succession - beginning of Paulo Cunha's tenor as CEO
• First stock ownership program, turning key executives into shareholders, with a 20-year vesting period
• Restructuring process - divestment of noncore businesses, focusing on businesses with long-term competitive advantages
• Stock ownership granted to a second group of executives
• Key executives joined the controlling shareholders (founding family)
• Transformation of a privately-held Company into a listed Company

1999	✓ First Brazilian Company to carry on simultaneous IPOs in B3 and the NYSE
✓ ADR level III - the highest standards of transparency and disclosure
2000	✓ First Brazilian Company to grant 100% tag along rights to all shareholders
2002	✓ Variable compensation linked to EVA (Economic Value Added) performance
✓ Corporate restructuring - Ultrapar becomes owner of 100% of all its businesses
2003	✓ Stock ownership granted to a new generation of executives
2007	✓ Separation of the role of CEO and Chairman of the Board of Directors
2011	✓ New corporate governance structure after joining Novo Mercado

2019

✓ Renewal of 40% of the Board of Directors - more diversity (gender, experience, age)

✓ Strengthening of corporate governance bodies (committees and supervisory boards)

Organizational and shareholder structure

			Board of Directors
People Committee		Audit and Risks Committee		Strategy Committee
			Ultra Group
			Holding
Ultragaz	Ultracargo	Oxiteno	Ipiranga	Extrafarma	Shared Services	Affiliates and Joint-
Center (SSC)	Ventures
Advisory	Advisory	Advisory	Advisory	Advisory
Committee	Committee	Committee	Committee	Committee

Key Shareholders1				New Shareholder's Agreement
					✓Agreement dated August 2020 between Ultra S.A. and Parth, the two groups
	Ultra S.A. Participações		25,1%	of Igel's family, totaling 34,2% of the Company's shares, which also includes
					Patria Investimentos as a shareholder of 20% of Ultra S.A.'s capital stock
	Parth do Brasil Participações LTDA		7,7%
					Advisory Committees
	BlackRock Inc.		5,0%
					✓Created in 2019 as business advisory bodies to improve the quality of
	Others2		62,2%
					supervision and to monitor each business through deeper analysis of strategy,

1. As of January/2021
2. Shareholders under 5%

investments, people and results.

Highlights in the corporate governance practices

One share, one vote

Board of Directors

• Important renewal in the Board, with the election of five new members in 2019 and 2020, with diversity in terms of gender, age, skills and experience
• 11 members, 73% of which are independent (30% independent members guaranteed in the Company's Bylaw)
• 100% non-executivedirectors, with relevant experience and complementary skills
• Election of Board members through a slate of candidates
• 2-yearterm
• Any candidate for the Board of Directors, supported by the Company or not, will be guaranteed the same treatment and publicity benefits in an election
• Specialized committees in relevant subjects

2020 Updates

Implementation of a new performance evaluation

process for its members and its committees

• Carried out by a specialized consultancy, recognized in the market
• Evaluation process will take place every two years (one term)

Corporate Nomination Policy

• The Nomination Policy will apply to the Board members, its advisory bodies and the Executive Board

Mandatory tender offer in the event of relevant acquisition (20% of the capital stock)

• Offer price equal to the maximum price paid by the acquirer during the 6-month period prior to reaching 20% stake
• Mechanism in line with EU Directives, well-testedin the UK