ULTRAPAR PARTICIPAÇÕES S.A .

Publicly Traded Company

CNPJ No. 33 .256.439/0001 -39

NIRE 35 .300 .109 .724

MANAGEMENT'S PROPOSAL

Dear Shareholders,

The Management of Ultrapar Participações S.A. ("Ultrapar" or "Company") hereby presents the Management Proposal, regarding the matters to be decided at the Annual and Extraordinary General Shareholders' Meeting, to be held on April 13, 2022, at 2:00 p.m. (Brazil time):

1) In the Annual General Sh areholders' Meeting:

1.1) Analysis and approval of the report and accounts of the Management, as well as the financial statements of the fiscal year ended on December 31, 2021, together with the report from the Independent Auditors and the report from the Fiscal Council

The Management's Report and financial statements for the fiscal year ended on December 31, 2021 were filed with the Brazilian Securities and Exchange Commission - CVM on February 23, 2022 and published in wide-circulation newspapers on February 25, 2022, pursuant to Law No. 6,404/76, as amended by Law No. 13,818/19. The Management's Report summarizes relevant information about the Company in 2021, including environmental, social and governance performance (ESG), information on innovation, people, operational and financial performance.

Such documents (i) were recommended by the Audit and Risks Committee for approval by the Board of Directors; (ii) obtained a favorable opinion from the Company's Fiscal Council at a meeting held on February 23, 2022, the respective minutes of which were filed with the CVM on February 24, 2022; and (iii) were approved by Ultrapar's Board of Directors.

In addition, the financial statements were audited and obtained an unqualified report by KPMG Auditores Independentes. Such documents are available in Exhibit II to this Proposal. Management's comments on the financial situation of the Company, pursuant to item 10 of the Reference Form, can be found in Exhibit III.

Management recommendation: approval of the Management's Report and accounts, as well as the Company's financial statements.

1.2) Allocation of net income for the fiscal year ended on December 31, 2021

Management proposes that the allocation of net income attributable to Ultrapar's Shareholders for the year ended on December 31, 2021, in the amount of R$ 850,463,948.89 (eight hundred and

fifty million, four hundred and sixty-three thousand, nine hundred and forty-eight Reais and eighty- nine cents of Real), be as follows:

  1. R$ 42,523,197.44 (forty-two million, five hundred and twenty-three thousand, one hundred and ninety-seven Reais and forty-four cents of Real) will be allocated to the legal reserve;
  2. R$ 403,970,375.73 (four hundred and three million, nine hundred and seventy thousand, three hundred and seventy-five Reais and seventy-three cents of Real) will be allocated to the statutory reserve for investments; and
  3. R$ 403,970,375.73 (four hundred and three million, nine hundred and seventy thousand, three hundred and seventy-five Reais and seventy-three cents of Real) will be allocated to the payment of dividends to holders of common shares, equivalent to R$ 0.37040 per share.

We provided detailed information regarding the proposal for allocation of net income for the fiscal year ended on December 31, 2021 in Exhibit IV, under the terms of ICVM 481.

Management recommendation: approval of the net income allocation proposed.

1.3) Establishment of the Management's global compensation

The proposal for the annual aggregate limit on Management compensation for the period between May 2022 and April 2023 is R$ 95,000,000.00 (ninety-five million Reais), of which R$ 12,000,000.00 (twelve million Reais) for members of the Board of Directors, and R$ 83,000,000.00 (eighty-three million Reais) for members of the Executive Board, including R$ 28,194,831.81 (twenty- eight million, one hundred and ninety-four thousand, eight hundred and thirty-one Reais and eighty-one cents of Real) for expenses with stock-based compensation plan and post-employment benefit.

The proposed amount is 22% higher than the amount of R$ 78,000,000.00 (seventy-eight million Reais) approved by the Annual and Extraordinary General Shareholders' Meeting held on April 14, 2021 ("2021 Meeting"), for the period from May 2021 to April 2022. Such increase arises from (i) the increase in the variable portion and Ultrapar's stock-based plan in the composition of the compensation, reinforcing the alignment of interests between executives and shareholders for long-term value creation and (ii) periodic readjustment for inflation, market conditions and meritocracy.

The aggregate compensation actually realized in the period between May 2021 and April 2022 is estimated at an amount 12% lower than that approved by the shareholders at the 2021 Meeting, mainly due to (i) the change in the Executive Board, which generated a reversal of expenses with the stock option plan, and the temporary reduction in the average number of members of such body compared to the amount approved, and (ii) variable compensation amounts below the maximum estimated amount, aligned with the results below expectations at Ipiranga.

For a better understanding of the rationale for this Proposal, we provide detailed information about Management's compensation policies and practices in Exhibit VI, under the terms of item 13 of the Reference Form.

Management recommendation: approval of the proposal of Management's compensation.

1.4) Election of the members of the Fiscal Council and respective alternates, given the request for the installation of the Fiscal Council made by a shareholder representing more than 2% (two percent) of the voting shares issued by the Company, under the terms of Law No. 6,404/76 and CVM Instructio n 324/00

We propose the election of the following candidates as members to the Company's Fiscal Council, as well as their alternates:

  • Flávio Cesar Maia Luz (effective) / Márcio Augustus Ribeiro (alternate)
  • Geraldo Toffanello (effective) / Pedro Ozires Predeus (alternate)
  • Nilson Martiniano Moreira (effective) / Sandra Regina de Oliveira (alternate)

The detailed information regarding the candidates is available in Exhibit V, items 12.5 to 12.10 of the Reference Form.

Management recommendation: approval of candidates to members of the Fiscal Council.

1.5) Considering the item above, the establishment of the compensation of the members of the Fiscal Council for the term of office that begins in April 2022

The Management proposes the approval of the aggregate compensation of the Fiscal Council members for their term of office (between May 2022 and April 2023) in the amount of R$ 67,988.00 (sixty-seven thousand, nine hundred and eighty-eight Reais) per month, being R$ 29,138.00 (twenty- nine thousand, one hundred and thirty-eight Reais) per month for the president of the Fiscal Council, and R$ 19,425.00 (nineteen thousand, four hundred and twenty-five Reais) per month for the other members. The proposed amount is 5% higher than the amount approved at the 2021 Meeting, for the period between May 2021 and April 2022. The proposed increase aims to bring the body's compensation closer to market benchmark, according to research that includes companies in size, complexity and performance comparable to Ultrapar. The aggregate compensation for members of the Fiscal Council recorded in such period was in line with the approved amount.

For further information on compensation for the Board of Directors, the Statutory and Non-Statutory Executive Board and the Fiscal Council, see Exhibit VI (item 13 - Compensation of Managers). We highlight that the amounts included in this compensation proposal differ from those of Exhibit VI as a result of different reference periods of the documents.

Management recommendation: approval of the proposal of Fiscal Council compensation.

  1. In the Extraordinary General Shareholders' Meeting:

2.1) Change of the number of members that integrate the Board of Directors

Considering: (i) the resolution deliberated upon by the Annual and Extraordinary General Shareholders' Meeting held on April 14, 2021 that the Board of Directors, for the current term, shall be comprised of 11 members, (ii) the provision of the Company's Bylaws that determines that the Board of Directors shall be comprised of at least five (5) and at maximum eleven (11) members, all of whom shall be elected and removable at the Shareholders' Meeting and (iii) the succession plan of the Board of Directors disclosed through a Material Notice on September 22, 2021, which will take effect in April 2023, the Management proposes the change of the number of members that integrate the Board of Directors for this mandate, from eleven (11) to ten (10) members.

Management recommendation: approval of the reduction from 11 to 10 members of the Board of Directors.

2.2) Election of member of the Board of Directors

Pursuant to article 27 of the Company's Bylaws currently in force, in the event of a vacancy in a position of member of the Board of Directors, a substitute shall be appointed by the remaining

directors and shall hold the office until the subsequent Shareholders' Meeting, at which a new director shall be elected for the remaining term of office of the replaced director.

In this sense, considering that Mr. Frederico Pinheiro Fleury Curado was appointed by the Board of Directors to occupy the position previously held by Mr. Lucio de Castro Andrade Filho, the Management proposes the election of Mr. Frederico Pinheiro Fleury Curado, continuing his work on the Company's Board of Directors, with a mandate for the remaining term of the other members of the Board of Directors currently in office, that is, until the Annual Shareholders' Meeting of 2023.

Mr. Curado was CEO at Ultrapar for 4 years and had solid experience as CEO at another publicly traded company considered a benchmark in Brazil and abroad. His professional career has a focus on innovation and industrial production, careful cost management, the pursuit of competitiveness and governance.

The proposal to elect Mr. Curado to the Board of Directors is part of the succession plan for the leadership of the Company's Board of Directors, as announced in the Material Notice mentioned above. For more information about Mr. Curado's professional experience, see Exhibit V.

Management recommendation: approval of the appointment of Mr. Frederico Pinheiro Fleury Curado as a member of the Company's Board of Directors.

2.3) Resolution on the following amendments to the Company's Bylaws as detailed

in this Management Proposal

The Management proposes the approval of the changes to Ultrapar's Bylaws, as described in the following items:

  1. change in the percentage of independent members of the Board of Directors;
  2. change in the composition of the advisory committees of the Board of Directors;
  3. adaptation of the statutory devices applicable to the Audit and Risks Committee, in order to adapt it to the requirements of CVM Resolution 23/21; and
  4. reduction of the percentage of net income to be allocated to the payment of mandatory dividends to shareholders, with the consequent adjustment in the percentage to be allocated to the investment reserve.

The information related to this item and the justifications for these amendments are available in the comparative table of the Bylaws in Exhibit I of this Proposal, pursuant to ICVM 481.

Management recommendation: approval of changes of Ultrapar's Bylaws.

2.4) Ratification on the change in the number of common shares into which the Company's capital stock is divided, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company as of the approval of the merger of shares issued by Imifarma Produtos Farmacêuticos e Cosméticos S.A . by the Company, approved by the Extraordinary General Shareholders' Meeting held on January 31, 2014

Due to the partial exercise of such warrants on August 11, 2021 and on February 23, 2022, 74,957 (seventy-four thousand, nine hundred and fifty-seven) common shares were issued within the authorized capital limit, as provided for in article 6 of the Company's Bylaws. As a result of such

issuance, the Company's capital stock is now represented by 1,115,151,608 (one billion, one hundred and fifteen million, one hundred and fifty-one thousand, six hundred and eight) common shares, all nominative and with no par value. In view that no additional payment is due for the exercise of subscription warrants, the issuance did not result in a change in the stock capital value.

In order to reflect the issuances already effected as mentioned above, the Management also proposes the ratification of the amendment to the language of the caput of Article 5 of the Company's Bylaws, according to the comparative table of the Bylaws contained in Exhibit I to this Proposal.

2.5) Approval of the consolidation of the Bylaws, in order to reflect the changes proposed in the items above.

The Management proposes the consolidation of Ultrapar's Bylaws in order to reflect the modifications described in items 2.3 and 2.4 of this Proposal. Exhibit I of this document includes the comparative table of the proposed amendments of the Bylaws, in addition to the respective justifications for the said amendments, pursuant to ICVM 481.

Access to documents and information

Under the terms of Ultrapar's Bylaws and ICVM 481, the documents and information relating to the matters to be approved, including the remote voting ballots for the Annual General Meeting and the Extraordinary General Meeting, and any other matters relevant to the exercise of the right to vote at the Meeting, were filed with the CVM, and are available on the CVM website (www.cvm.gov.br), at the Company's headquarters, on the B3 website (www.b3.com.br) and on the Company website (ri.ultra.com.br).

São Paulo, March 11, 2022.

PEDRO WONGTSCHOWSKI

Chairman of the Board of Directors

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Ultrapar Participações SA published this content on 11 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2022 00:03:00 UTC.