ULTRAPAR PARTICIPAÇÕES S.A.

CNPJ Nr. 33.256.439/0001-39

NIRE 35.300.109.724

Minutes of the Extraordinary General Shareholders' Meeting

held on September 30, 2021

Date, Time and Location:

On September 30, 2021, at 2:00 pm, exclusively in digital form, pursuant to the terms of article 4, §2, item I, and article 21-C, §§2 and 3, of the CVM Instruction Nr. 481, of December 17, 2009, as amended ("ICVM 481"). In accordance with the terms of article 4, §3, of ICVM 481, this Extraordinary General Shareholders' Meeting of Ultrapar Participações S.A. ("Meeting" and the "Company", respectively) was considered as held at the Company's headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1,343, 9th floor, in the City and State of São Paulo, Zip Code 01317-910.

Attendance:

Shareholders representing 41.3% of the Company's capital stock attended this Meeting, as verified in the records of the electronic remote attendance system provided by the Company, pursuant to article 21-V, item III, of ICVM 481.

Also attended the meeting: (i) the Chairman of the Board of Directors of the Company, Mr. Pedro Wongtschowski; (ii) the Chief Executive Officer and the Chief Financial and Investor Relations Officer of the Company, Mr. Frederico Pinheiro Fleury Curado and Mr. Rodrigo de Almeida Pizzinatto, respectively, and (iii) Mr. Flávio Cesar Maia Luz, Chairman of the Fiscal Council of the Company.

Publications:

Call Notice: Published in the newspapers "Diário Oficial do Estado de São Paulo" (Official Gazette of the State of São Paulo) and "Valor Econômico" on August 30, September 1 and September 2, 2021.

Chairman and Secretary of the Meeting:

Chairman - Luiz Antonio de Sampaio Campos. Secretary - André Brickmann Areno.

Agenda:

(Minutes of the Extraordinary General Shareholders' Meeting held on September 30, 2021)

Formalize to holders of shares issued by the Company the offering of right of first refusal for purposes of the: (i) subscription of redeemable common shares, Classes A, B, C, D, E and F, all nominative and with no par value ("New Shares"), issued by Oxiteno S.A. - Indústria e Comércio ("Oxiteno"), a privately-held company, enrolled with the CNPJ under Nr. 62.545.686/0001-53, and (ii) acquisition of existing common and nominative shares, with no par value and without specific class issued by Oxiteno ("Existing Shares"), proportionally to the respective equity interests held in the Company's capital stock, at the same prices and under the same conditions set forth in the Share Purchase and Sale Agreement entered into on August 15, 2021 ("Agreement"), as described in the Material Notice disclosed by the Company on August 16, 2021.

Discussed Matters:

  1. The reading of the documents related to the matters to be discussed in this Meeting was unanimously waived by those in attendance, as they are fully known to the shareholders. Following, the drawing up of these minutes in summary form was approved by unanimous vote of those present, as authorized by article 130, §1, of Law Nr. 6,404/76 ("Brazilian Corporate Law"), and its publication was authorized with the omission of shareholders' signatures, pursuant to §2 of the same article, with the manifestations of the shareholders received by the Secretary of the Meeting and duly filed in the Company's headquarters.
  2. It was clarified that the shareholders of the Company, under the terms and for the purposes of article 253, items I and II, of the Brazilian Corporate Law, are entitled to the rights of first refusal in the (i) subscription of the New Shares, and (ii) acquisition of Existing Shares of Oxiteno, a wholly-owned subsidiary of the Company (the "Rights of First Refusal").
  3. The Company's shareholders will have 30 (thirty) days to, proportionally to their respective interest in the Company's capital stock at the end of the trading session on September 30, 2021, and under the provisions below, (i) subscribe to, at least, 36,457,574 and, at most, 42,891,264 New Shares; and (ii) acquire 35,102,127 Existing Shares.

Under the terms set forth in the Agreement, the subscription of the New Shares and the acquisition of the Existing Shares represent a single and undividable transaction, so that the shareholders shall not either subscribe the New Shares or acquire the Existing Shares nor determine the proportion of the exercise between the New Shares or Existing Shares, being obligated to exercise their Rights of First Refusal in relation to the New Shares and Existing Shares collectively and based on the proportion set forth below.

(Minutes of the Extraordinary General Shareholders' Meeting held on September 30, 2021)

Accordingly, the shareholders that chose to exercise their Rights of First Refusal shall acquire 0.818398054205164 Existing Share for each New Share subscribed by the shareholders and vice-versa, subject to preclusion of their Rights of First Refusal, and (i) subscribe to 0.039416139109966 New Share for each common share of the Company and (ii) acquire 0.032258091551877 Existing Share for each common share of the Company.

The possible fractions of New Shares and Existing Shares resulting from the exercise of Rights of First Refusal shall be rounded (i) upwards, to the nearest whole number, if the resulting fraction is equal to or above 0.5 of share, or (ii) downwards, to the nearest whole number, if the resulting fraction is below 0.5 of share. There will be no rights of subscription or acquisition of leftovers (i.e. non-subscribed New Shares and non-acquired Existing Shares through the Rights of First Refusal) of New Shares and Existing Shares, respectively.

4. All information related to the exercise of the Rights of First Refusal, such as deadlines, terms, conditions and price, were made available to shareholders in the Management Proposal for this Meeting, were clarified within the scope of the Meeting and/or will be timely disclosed to shareholders by means of a Notice to Shareholders or a Market Announcement, as applicable.

General Notes and Closing:

The Chairman of the Meeting registered that the proceedings of the Meeting have been recorded, and the recording will be filed at the Company's headquarters, pursuant to the terms of article 21-E, sole paragraph, of ICVM 481.

There being no further matters to discuss, the Meeting was concluded and these Minutes were drawn up, which were approved by those in attendance, through the digital platform for remote participation, who are considered signatory to these minutes pursuant to the terms of article 21-V, §1 and §2 of ICVM 481.

CHAIRMAN AND SECRETARY ATTENDING BY DIGITAL PARTICIPATION, PURSUANT TO THE TERMS OF ARTICLE 21-C,§5, OF ICVM 481:

Chairman: Mr. Luiz Antonio de Sampaio Campos.

Secretary: Mr. André Brickmann Areno.

SHAREHOLDERS ATTENDING BY DIGITAL PARTICIPATION, PURSUANT TO THE TERMS OF ARTICLE 21-V,§1, OF ICVM 481:

(Minutes of the Extraordinary General Shareholders' Meeting held on September 30, 2021)

ULTRA S.A. PARTICIPAÇÕES

PARTH DO BRASIL PARTICIPAÇÕES LTDA. BETTINA IGEL HOFFENBERG

JENNINGS LUIS IGEL HOFFENBERG PEDRO IGEL DE BARROS SALLES

THE BANK OF NEW YORK ADR DEPARTMENT PATRIA PRIVATE EQUITY VI FIP MULTIESTRATEGIA PATRIA PRIVATE EQUITY VI FEEDER - FIP MULTIESTRATEGIA PATRIA PIPE MASTER FUNDO DE INVESTIMENTO EM AÇÕES ASCESE FUNDO DE INVESTIMENTO EM ACOES

DYNAMO COUGAR MASTER - FIA

DYNA III FUNDO DE INVESTIMENTO EM ACOES - INVESTIMENTO NO EX DYNAMO BRASIL III LLC

DYNAMO BRASIL VI LLC

DYNAMO BRASIL I LLC

DYNAMO BRASIL V LLC

DYNAMO BRASIL VIII LLC

DYNAMO BRASIL IX LLC

DYNAMO BRASIL XIV LLC DYNAMO BRASIL XV LP

CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM

CHANG HWA CO BANK, LTD IN ITS C AS M CUST OF N B FUND COMMONWEALTH SUPERANNUATION CORPORATION CUSTODY B. OF J. LTD. RE: STB D. E. E. F. I. M. F.

EMERGING MARKETS EQUITY FUND FUTURE FUND BOARD OF GUARDIANS QSUPER

SCHWAB EMERGING MARKETS EQUITY ETF

SCHWAB FUNDAMENTAL EMERG0ING MARKETS LARGE COMPANY INDEX ETF SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX FUND STICHTING PENSIOENFONDS ING

STICHTING PENSIOENFONDS RAIL AND OPENBAAR VERVOER

(Minutes of the Extraordinary General Shareholders' Meeting held on September 30, 2021)

FLORIDA RETIREMENT SYSTEM TRUST FUND

OTHER ATTENDANCES:

Pedro Wongtschowski, as Chairman of the Board of Directors of the Company.

Frederico Pinheiro Fleury Curado, as Chief Executive Officer of the Company.

Rodrigo de Almeida Pizzinatto, as Chief Financial and Investor Relations Officer of the Company.

Flávio Cesar Maia Luz, as Chairman of the Fiscal Council of the Company.

This document should not be construed as an offer to sell or solicitation of an offer to purchase securities issued by the Company or Oxiteno, or an offer, solicitation or sale of securities issued by the Company or Oxiteno in any state or jurisdiction in which such an offer, solicitation or sale will be unlawful.

The Rights of First Refusal in relation to the shares issued by Oxiteno have not been, and will not be, registered under the Securities Act of 1933, as amended ("Securities Act") or any other U.S. federal or state securities laws, and such securities may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. persons, unless such offer or sale is exempt from, or not subject to, registration under the Securities Act and any applicable securities laws of the states of the United States.

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Ultrapar Participações SA published this content on 30 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 September 2021 22:01:12 UTC.