ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company

CNPJ nr 33.256.439/0001-39

NIRE 35.300.109.724

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

Date, Time and Location:

February 24, 2021, at 10:00 a.m., at the Company's headquarters, located at Av. Brigadeiro Luís Antônio, nr 1343, 9th floor, in the City of and State of São Paulo, also contemplating participation through Microsoft Teams.

Attendance:

(i) Members of the Board of Directors undersigned; (ii) secretary of the Board of Directors, Mr. André Brickmann Areno; (iii) Chief Executive Officer, Mr. Frederico Pinheiro Fleury Curado; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; (v) in relation to item 1 of the agenda, other executive officers of the Company, Mrs. Décio de Sampaio Amaral, João Benjamin Parolin, Marcelo Pereira Malta de Araújo and Tabajara Bertelli Costa; (vi) in relation to items 1 and 9 of the agenda, the coordinator of the Audit and Risks Committee, Mr. Flávio Cesar Maia Luz; and (vii) in relation to item 1 of the agenda, the president of the Fiscal Council, Mr. Geraldo Toffanello.

Agenda and decisions:

1.

The Board members approved, after being examined and discussed, the financial statements of the Company, including the balance sheet and management report for the fiscal year ended on December 31, 2020, as well as the destination of net earnings for the year and the distribution of dividends, supported by the independent auditors'

report, and recommend their approval by the General Shareholders'

Meeting.

2.

The Board of Directors approved, ad referendum to the Annual General Shareholders' Meeting, the following destination of net earnings for the year ended on December 31, 2020, in the amount of R$ 893,383,505.12 (eight hundred ninety-three million, three hundred eighty-three thousand, five hundred and five Reais and twelve cents of Real), as described below:

  • a) R$ 44,669,175.26 (forty-four million, six hundred sixty-nine thousand, one hundred seventy-five Reais and twenty-six cents of Real) will be allocated to the legal reserve;

  • b) R$ 368,966,038.86 (three hundred sixty-eight million, nine hundred sixty-six thousand, thirty-eight Reais and eighty-six cents of Real) will be allocated to the statutory reserve for investments; and

  • c) R$ 479,748,291.00 (four hundred seventy-nine million, seven hundred forty-eight thousand, two hundred ninety-one Reais) will be allocated to the payment of dividends to holders of common shares, equivalents to R$ 0.44 (forty-four cents of Real) per share, which shall be paid to the shareholders as of March 12, 2021, without remuneration or monetary adjustment.

    The record dates for receiving the dividend approved herein will be March 4, 2021 in Brazil and March 8, 2021 in the United States of America. The Company's shares will be traded "ex-dividends" on B3 S.A. - Brasil, Bolsa e Balcão and on the New York Stock Exchange from and including March 5, 2021 onwards.

  • 3. The members of the Board of Directors of the Company confirmed the issuance of 70,939 (seventy thousand, nine hundred thirty-nine) common shares within the limits of the authorized capital stock pursuant to Article 6 of the Company's Bylaws, due to partial exercise of 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 on the Extraordinary Shareholders' Meeting held in January 31, 2014. The management of the Company shall provide the necessary subscription bulletins for signing and formalization of the new shares' subscription by the referred subscription warrants holders. The common shares will have the same rights assigned to the other shares previously issued by the Company.

    The Company's capital stock will therefore be represented by 1,115,076,651 (one billion, one hundred and fifteen million, seventy-six thousand, six hundred fifty-one) common shares, all of them nominative with no par value. The adaptation of Article 5 of the Company's Bylaws to reflect the new number of shares in which the capital stock of the Company is divided shall be subject to a resolution of the Extraordinary General Shareholders' Meeting, to be called in due course.

  • 4. The members of the Board of Directors were updated on the proposals that will be submitted for shareholders' approval upon the calling of the Annual General and Extraordinary Shareholders' Meeting and manifested positively to these proposals.

  • 5. Pursuant to Article 28, item "i" of the Company's Bylaws, the members of the Board of Directors discussed and defined the composition of the slate of candidates, to be proposed by this Board, for election of

the members of the Board of Directors to be held at the next Annual General Shareholders' Meeting of the Company.

The Board of Directors, after analysis and confirmation of the adherence by each candidate to the position of member of the Board of Directors to the Corporate Nomination Policy for members of the Board of Directors; and the reasons, in light of the provisions of the Novo Mercado Regulation and declaration of independence presented by each candidate, whereby the qualification of each candidate as independent director is verified, proposes the following slate:

Independent candidates:

Ana Paula Vitali Janes Vescovi

Flávia Buarque de Almeida

Jorge Marques de Toledo Camargo

José Galló

José Luiz Alquéres

José Mauricio Pereira Coelho

Non-independent candidates:

Alexandre Teixeira de Assumpção Saigh

Lucio de Castro Andrade Filho

Marcos Marinho Lutz

Otávio Lopes Castello Branco Neto

Pedro Wongtschowski

6.

Considering the provisions of Article 20, paragraph 2, of the Company's Bylaws, the Board of Directors authorizes the disclosure of the appointed slate and of the qualification and experience of the candidates, as well as all the documents required by the applicable legislation and by the Company's Bylaws, along with the other

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Ultrapar Participações SA published this content on 24 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 February 2021 03:35:08 UTC.