Ultrapar Participações S A : Preemptive Right - Oxiteno

ULTRAPAR PARTICIPAÇÕES S.A.

NOTICE TO SHAREHOLDERS

Rights of First Refusal - Oxiteno

São Paulo, September 30, 2021 - Ultrapar Participações S.A. (B3: UGPA3 / NYSE: UGP, "Company") informs that, on this date, at 2:00 p.m., the Company's extraordinary general shareholders' meeting was held to offer to its shareholders the rights of first refusal, proportionally to their respective interest in the Company's capital stock, for

1. the subscription of redeemable common shares, Classes A, B, C, D, E and F, all nominative and with no par value ("New Shares"), which rights are described in Exhibit I, 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) the acquisition of existing common and nominative shares, with no par value and without specific class issued by Oxiteno ("Existing Shares"), under the terms and for the purposes of article 253, items I and II, of the Law 6,404/76 ("Rights of First Refusal"), 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"), between the Company, as the seller, and Tereftálicos Indústria e Participações Ltda. and Indorama Ventures Spain Sociedad Limitada, subsidiaries of Indorama Ventures PLC, as the purchasers ("Purchasers"), which defined the terms and conditions for the subscription of new shares and the acquisition, by the Purchasers, of shares representing up to 100% (one hundred percent) of the total and voting capital stock of Oxiteno, a wholly-owned subsidiary of the Company (the
   "Transaction"), as described in the Material Notice disclosed by the Company on August 16, 2021.

Are offered to the Company's shareholders (i) at least, 36,457,574 and, at most, 42,891,264 New Shares; and (ii) 35,102,127 Existing Shares, equivalent, together, to 100% of the total and voting stock capital of Oxiteno. The Rights of First Refusal shall be ensured to the shareholders holding the shares issued by the Company at the end of the trading session of September 30, 2021, in which case the shares issued by the Company shall be traded ex-Rights of First Refusal as of October 1, 2021, including.

The Rights of First Refusal shall be ensured at the proportion of 0.071674230661843 share of Oxiteno for each common share issued (and existing on this date) by the Company, being: (i) 0.039416139109966 New Share for each common share issued by the Company and owned by the shareholders, with due regard to the apportionment into different

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classes as set forth in item 1.1 of Exhibit II; and (ii) 0.032258091551877 Existing Share for each common share issued by the Company and owned by the shareholders. Accordingly, the shareholders that choose to exercise their Rights of First Refusal shall acquire 0.818398054205164 Existing Share for each New Share by the shareholders and vice-versa, subject to preclusion of the Rights of First Refusal.

The possible fractions of New Shares and Existing Shares resulting from the exercise of the Rights of First Refusal shall be rounded (a) upwards, to the nearest whole number, if the resulting fraction is equal to or above 0.5 of share, or (b) 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.

The subscription price per share is of US$ 17.8358 per New Share, free and clear of all withholdings and/or deductions, by virtue of the taxes and/or costs of any nature for which the Purchasers are deemed responsible ("Final Subscription Price per Share"). On the other hand, the purchase price of the Existing Shares is of US$ 17.8358 per share issued by Oxiteno, subject to adjustments under the terms set forth in the Agreement and free and clear of all withholdings and/or deductions, by virtue of the taxes and/or costs of any nature for which the Purchasers are deemed responsible ("Final Purchase Price per Share"), of which, subject to the abovementioned adjustments, US$ 13.5626 per share of Oxiteno shall be paid on the closing date of the Transaction ("Closing Date") and US$ 4.2732 shall be paid on the second anniversary of the Closing Date ("Second Installment Date").

Considering that the Final Subscription Price per Share and the Final Purchase Price per Share were expressed in US dollars, to be converted into Brazilian Reais, under the terms set forth in Exhibit II, based, as applicable, on the Closing Exchange Date and the Exchange Rate of the Second Installment Date, which will not be known upon the exercise of the Rights of First Refusal, the shareholders that intend to exercise their Rights of First Refusal shall exercise such rights based on the exchange rate from US$ to R$ of 5.27594 ("Exchange Rate of the Rights of First Refusal").

Accordingly, considering the Exchange Rate of the Rights of First Refusal and in accordance with the subsequent adjustment referred to below, the shareholders that choose to exercise their Rights of First Refusal, shall, initially, on the exercise date:

1. For the subscription of a New Share, deposit, on behalf of Oxiteno, in the current account indicated in Exhibit IIIof the Term of Exercise of Rights of First Refusal available on the Company's website, the amount of R$ 94.1006, free and clear of all withholdings and/or deductions, by virtue of the taxes and/or costs of any nature for which the shareholder is deemed responsible ("Initial Subscription Price per Share"); and
2. For the acquisition of an Existing Share, deposit, on behalf of the Company (as described below), in the current account(s) indicated in Exhibit IIIof the Term of

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Exercise of Rights of First Refusal available on the Company's website, the amount of R$ 94.1006, free and clear of all withholdings and/or deductions, by virtue of the taxes and/or costs of any nature for which the shareholder is deemed responsible ("Initial Purchase Price per Share"), of which R$ 71.5555 shall correspond to the upfront installment ("Upfront Initial Purchase Price per Share") and R$ 22.5451 shall correspond to the deferred installment ("Initial Deferred Purchase Price per Share").

The total effective amount to be paid by the shareholders due to the exercise of their Rights of First Refusal shall be rounded (i) upwards, to the nearest amount of cents of Brazilian Real, if the resulting fraction is equal to or above R$ 0.005, or (ii) downwards, to the nearest whole number, if the resulting fraction is below R$ 0.005.

Under the terms and conditions applicable to the Transaction, including the indication of guarantors in relation to the payment of the price (including the Final Deferred Purchase Price per Share, as defined in item 2.2 of Exhibit II), the shareholders that have exercised the Rights of First Refusal shall: (i) deposit 100% of the Initial Purchase Price per Share in cash, in which case the portion corresponding to the Initial Deferred Purchase Price per Share will be held in an escrow account to guarantee the payment of the Final Deferred Purchase Price per Share, or (ii) deposit the Upfront Initial Purchase Price per Share in cash and provide a bank guarantee in the amount equivalent to the Initial Deferred Purchase Price per Share in order to guarantee the payment of the Final Deferred Purchase Price per Share on the Second Installment Date.

In addition, the Company clarifies that, considering that the value of the Final Subscription Price per Share and the Upfront Estimated Purchase Price per Share (as defined in Exhibit II) are subject to (a) the variation of the US dollar against the Brazilian Real on the date of definition of the Exchange Rate of the Rights of First Refusal and the completion of the Transaction and the payment of the Upfront Estimated Purchase Price per Share and the Final Subscription Price per Share, as well as (b) the terms, conditions, deadlines and adjustment procedures set forth in the Agreement and summarized in Exhibit II, in the event: (i) the Final Subscription Price per Share is higherthan the Initial Subscription Price per Share; and/or (ii) the Upfront Estimated Purchase Price per Share is higherthan the Upfront Initial Purchase Price per Share (as defined in Exhibit II), the shareholders shall, within five (5) business days counted from the disclosure date of the Final Subscription Price per Share and the Upfront Estimated Purchase Price per Share,

1. supplement, as applicable, the Initial Subscription Price per Share and/or the Upfront Initial Purchase Price per Share, by paying the difference, respectively, to Oxiteno and/or the Company, subject to forfeit the preclusion of the respective Rights of First Refusal ("Additional Exercise Price"), or (b) waive the exercise of the Rights of First Refusal (failure to supplement according to item "a" above shall constitute waiver).

Similarly, in the event: (i) the Final Subscription Price per Share is lowerthan the Initial Subscription Price per Share; and/or (ii) the Upfront Estimated Purchase Price per Share is lowerthan the Upfront Initial Purchase Price per Share, Oxiteno and the Company,

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respectively, shall return the difference to the shareholders that have exercised the Rights of First Refusal, as timely informed.

The lack of full payment of the Final Subscription Price per Share or the Upfront Estimated Purchase Price per Share, as applicable, by any shareholder that has declared the intention to exercise the Rights of First Refusal under the terms informed in this Notice to Shareholders or the non-compliance with any of the applicable terms and conditions for the exercise of the Rights of First Refusal, as informed in the Management's Proposal for the Extraordinary General Shareholders' Meeting held on September 30, 2021, or in this Notice to Shareholders, shall imply in the preclusion of the Rights of First Refusal granted to the respective shareholder, with the refund of any paid amounts.

The other terms and conditions for the payment of the Final Subscription Price per Share and the Final Purchase Price per Share set forth in the Agreement, in addition to the price adjustment procedures adopted in the calculation of the Final Subscription Price per Share and the Final Purchase Price per Share, are summarized in Exhibit II.

The shareholders shall exercise the Rights of First Refusal within 30 (thirty) days, from October 5, 2021, inclusive, to November 3, 2021, inclusive. The Rights of First Refusal will be credited to shareholders under the ticker UGPA1 and may be freely assigned by the Company's shareholders to third parties, under the terms of article 171, §6, of Law No. 6,404/76, therefore, it is recommendable that the shareholders who wish to negotiate such Rights of First Refusal need to proceed in advance with the necessary measures to allow that any acquired rights may still be exercised within the legal term.

The shareholders under the custody of B3 S.A. - Brasil, Bolsa, Balcão ("B3"), whose shares are deposited in the Central Depositary of Assets , shall receive the respective Rights of First Refusal through the custody agents, in accordance with the rules defined by the Central Depositary of Assets and in conformity with the terms and conditions defined in this Notice to Shareholders. The Rights of First Refusal may be traded in the stock exchange, from October 5, 2021, inclusive, to October 28, 2021, inclusive ("Negotiation Period of the Rights of First Refusal").

The shareholders may voluntarily transfer the Rights of First Refusal to Banco Bradesco S.A. until November 1, 2021. In any case, after the close of trading session of such date, B3 shall automatically transfer the Rights of First Refusal granted to all shareholders to Banco Bradesco S.A., in conformity with the procedure described below.

The shareholders holding the Company's shares under the custody of Banco Bradesco S.A., which intend to negotiate the Rights of First Refusal, shall request to Banco Bradesco S.A. the issuance of the respective term of assignment of Rights of First Refusal. The term of assignment of Rights of First Refusal shall be delivered to Banco Bradesco S.A., duly registered with the notary office, accompanied by the Documents referred to below.

Whatever the case may be, the Rights of First Refusal shall be exercised by the shareholders exclusively through the bookkeeping by Banco Bradesco S.A., which is the

depositary of the Company's shares, in any of the Brazilian branches of Banco Bradesco

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S.A., upon presentation of the exercise term of the Rights of First Refusal (available at the Company's website), duly signed and registered with the notary office, accompanied by the documents below ("Documents"), as applicable ("Term for the Exercise of the Rights of First Refusal"):

• Individual: (i) identity card (RG or RNE); and (ii) CPF.
• Legal entity: (i) registered copy of the agreement or restated bylaws; (ii) CNPJ; (iii) registered copy of the corporate documents that prove the powers of the signatory of the subscription bulletin; and (iv) registered copy of RG or RNE, CPF and proof of residence of the signatory(ies). Additional documents may be required from foreign investors.
• Representation by Proxy: power-of-attorney with specific powers, accompanied by the abovementioned documents, as the case may be, of the grantor and attorney-in-fact.

The addresses of the branches of Banco Bradesco S.A. may be obtained in the bank's website: www.bradescocustodia.com.bror by telephone [phone].

The signature of the Term for the Exercise of the Rights of First Refusal shall represent the irrevocable and unconditional intention of the signatory to, respectively, subscribe and acquire New Shares and Existing Shares under such term, in which case the signatory shall be subject to the irrevocable and unconditional obligation to perform the payment of the corresponding amount on the date of the signature and comply with the other obligations for the exercise of the Rights of First Refusal, under the terms and conditions defined in this Notice to the Shareholders.

The shareholders shall fill in the Term for the Exercise of the Rights of First Refusal and inform the number of New Shares and Existing Shares to be subscribed and acquired, respectively, based on the respective equity interest held in the Company's capital stock at the end of the trading session of September 30, 2021 and/or any rights acquired by the exerciser, as applicable. Any eventual requests for the exercise of the Rights of First Refusal stating a number of shares greater than those to which the signatory of the Term for the Exercise of the Rights of First Refusal is entitled to shall be disregarded, and it shall legally operate as a waiver and forfeiture by the exerciser of its Rights of First Refusal.

The Rights of First Refusal shall not be exercised by the holders of the American Depositary Receipts ("ADRs"), under the custody of Bank of New York Mellon, in accordance with the deposit agreement of September 16, 1999, entered into by the Company and the Bank of New York Mellon.

The effective receipt of the New Shares and Existing Shares, in connection with the exercise of the Rights of First Refusal, is subject to the completion of the Transaction, and will be carried out on the date to be subsequently disclosed by the Company through a Notice to the Shareholders.

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