TERM OF EXERCISE OF PREEMPTIVE RIGHT

  1. PURCHASER Name/Corporate Name: CPF/CNPJ:
    Address:
    Email:
    Phone:
    Attorney-in-Fact/Legal Representative:
  2. BANK ACCOUNT INFORMATION Bank:
    Branch:
    Account:
  3. NUMBER OF SHARES TO BE ACQUIRED Number of shares to be acquired:
  4. PAYMENT METHOD

As set forth in Exhibit I

5. GUARANTEE (check only one option)

Bank Guarantee Presentation (payment in installments, as per item 1.5 of Exhibit I): [ ]

Full Payment, in Cash: [ ]

BY SIGNING THIS TERM OF EXERCISE OF PREEMPTIVE RIGHT, THE SIGNATORY ACKNOWLEDGES AND REPRESENTS, IN AN IRREVOCABLE AND IRREVERSIBLE WAY, THAT: (I) THE PURPOSE OF THIS TERM OF EXERCISE OF PREEMPTIVE RIGHT REFERS TO THE SHARES OF IMIFARMA PRODUTOS FARMACÊUTICOS

  1. COSMÉTICOS S.A., A PRIVATELY-HELD COMPANY, CNPJ REGISTRATION NR. 04.899.316/0001-18
    ("EXTRAFARMA"), IN ACCORDANCE WITH AND FOR THE PURPOSES OF ARTICLE 253, ITEM I, OF LAW NR. 6.404/76 ("PREEMPTIVE RIGHT"), (II) THE PRICE OF ACQUISITION OF EACH SHARES ISSUED BY EXTRAFARMA IS R$ 0.4470911, TO BE PAID UNDER THE TERMS AND CONDITIONS PROVIDED FOR IN EXHIBIT I, AND MAY BE SUBJECT TO THE PRICE ADJUSTMENT PROCEDURES PROVIDED FOR IN SUCH

1 The total effective amount to be paid by the shareholders due to the exercise of their Preemptive Right will be rounded (i) up to the nearest amount of cents of Real, if the resulting fraction is equal to or greater than R$0.005 (five tenths of cents) of share, or (ii) down to the nearest whole number, if the resulting fraction falls below R$0.005 (five tenths of cents).

EXHIBIT, (III) THE PREEMPTIVE RIGHT WILL BE ASSURED IN THE PROPORTION OF 1.23352455546346 COMMON SHARES ISSUED BY EXTRAFARMA FOR EACH COMMON SHARE OF ULTRAPAR PARTICIPAÇÕES S.A. ("COMPANY"), PUBLICLY-HELD COMPANY, CNPJ REGISTRATION NR. 33.256.439/0001-39 OWNED BY THE COMPANY'S SHAREHOLDERS AT THE END OF THE TRADING DAY ON JUNE 25, 2021, (IV) THE SIGNATORY OF THIS TERM OF EXERCISE OF PREEMPTIVE RIGHT SHALL FULLY PAY THE 1st INSTALLMENT OF THE TOTAL EXERCISE PRICE OF THE PREEMPTIVE RIGHT IN CASH,

AS PROVIDED IN EXHIBIT I, IN NATIONAL CURRENCY AND IN IMMEDIATELY AVAILABLE FUNDS, ANDSUBMIT A BANK GUARANTEE IN ACCORDANCE WITH THE TERMS AND CONDITIONS PROVIDED FOR IN EXHIBIT IION THE DATE OF SUBMISSION OF THIS TERM, OR, ALTERNATIVELY, ANTICIPATE THE PAYMENT FOR THE FULL EXERCISE PRICE OF THE PREEMPTIVE RIGHT IN A SINGLE INSTALLMENT, FULLY AND IN CASH ON THIS DATE, (V) IF THE PRICE OF ACQUISITION ADJUSTED UNDER THE TERMS OF EXHIBIT IIS HIGHER THAN THE PRICE PAID BY THE SIGNATORY, THE LATTER SHOULD COMPLEMENT THE PAYMENT WITHIN FIVE (5) DAYS FROM THE DATE OF DISCLOSURE OF THE ADJUSTED PRICE OF ACQUISITION BY THE COMPANY, UNDER THE PENALTY OF LOSING THE PREEMPTIVE RIGHT, (VI) IF THE PRICE OF ACQUISITION ADJUSTED UNDER THE TERMS IF EXHIBIT IIS LESS THAN THE PRICE PAID BY THE SIGNATORY, IPIRANGA PRODUTOS DE PETRÓLEO S.A., A WHOLLY OWNED SUBSIDIARY OF THE COMPANY AND SELLER OF THE SHARES OBJECT OF THE PREEMPTIVE RIGHT, WILL PAY TO THE SIGNATORY THE SURPLUS AMOUNT ON A DATE TO BE TIMELY DISCLOSED BY THE COMPANY THROUGH NOTICE TO SHAREHOLDERS, (VII) HAS READ AND AGREES WITH THE CONTENTS OF THE MANAGEMENT PROPOSAL REGARDING THE COMPANY'S SHAREHOLDERS' MEETING HELD ON JUNE 25, 2021 AND THE NOTICE TO THE SHAREHOLDERS RELEASED BY THE COMPANY ON JUNE 28, 2021, (VII) HAS EVALUATED ALL ECONOMIC, FINANCIAL, LEGAL AND TAX IMPACTS REGARDING THE EXERCISE OF THE PREEMPTIVE RIGHT, (VIII) IS AWARE THAT EXTRAFARMA IS A PRIVATELY-HELD COMPANY AND THAT ITS SHARES DO NOT HAVE LIQUIDITY AND THERE IS NO INDICATION THAT THEY WILL HAVE LIQUIDITY, (IX) FAILURE TO COMPLY WITH ANY OF THE CONDITIONS PROVIDED FOR IN THE NOTICE TO SHAREHOLDERS ISSUED BY THE COMPANY ON JUNE 28, 2021 FOR THE EXERCISE OF THE PREEMPTIVE RIGHT WILL IMPLY THAT THE RESPECTIVE PREEMPTIVE RIGHT IS LOST, IN CASE SAID NON-COMPLIANCE IS NOT CURED WITHIN THE PERIOD ESTABLISHED FOR THE EXERCISE OF THE PREEMPTIVE RIGHT AS PROVIDED IN SAID NOTICE TO SHAREHOLDERS, (X) ALL NOTICES TO BE DIRECTED BY THE COMPANY TO THE SIGNATORY OF THIS TERM WILL BE ADDRESSED TO THE EMAIL STATED BY THE SIGNATORY ABOVE, (XI) THE PRESENTATION

OF THIS TERM OF EXERCISE OF PREEMPTIVE RIGHT STATING A NUMBER OF SHARES GREATER THAN THOSE TO WHICH THE SHAREHOLDER IS ENTITLED ON THE BASIS OF SAID PREEMPTIVE RIGHT WILL RESULT IN THIS TERM OF EXERCISE OF PREEMPTIVE RIGHT BEING DISREGARDED BY BANCO BRADESCO S.A. AND CONSEQUENTLY IN THE NON-EXERCISE OF SUCH PREEMPTIVE RIGHT, AND (XI) NEITHER THE COMPANY NOR BANCO BRADESCO S.A. ARE RESPONSIBLE FOR NOTIFYING THE SIGNATORIES OF THIS AGREEMENT IN THE EVENT OF ANY INCONSISTENCE, INCORRECT DATA, UNFULFILLED CONDITION, OR ANY OTHER FACT THAT MAY CAUSE THIS TERM OF EXERCISE OF PREEMPTIVE RIGHT TO BE DISREGARDED, THE SIGNATORIES BEING SOLELY AND EXCLUSIVELY RESPONSIBLE FOR SUBMITTING THIS TERM OF EXERCISE OF PREEMPTIVE RIGHT IN THE FORMAT, TERMS, CONDITIONS AND TERMS REQUIRED BY THE COMPANY.

__________________ , ____ , 2021.

_____________________________________________________

Shareholder:

This document shall not be considered an offer for the sale or request for the purchase of the marketable securities held by the Company or Extrafarma, as well as the marketable securities held by the Company or Extrafarma shall not be sold in any jurisdiction where such offer, request or sale is deemed unlawful .

The preemptive right in relation to the shares issued by Extrafarma was not, and shall not be registered in the context of the Securities Act of 1933, as amended ("Securities Act") or any other federal or state law of the United States, and such marketable securities may not be offered, sold, pledged or otherwise transferred in the United States or to other persons resident or domiciled in the United States or established in accordance with the laws of the United States (U.S. persons), except if such offer or sale is exempt or is not subject to registr y in the context of the Securities Act and any applicable securities law enacted by the states of the United States.

EXHIBIT I

Price per Share, Final Price per Share and Conditions Precedent

Capitalized words, expressions and abbreviations not expressly defined in this Exhibit I will have the meanings assigned to them at the Management's Proposal for the Extraordinary General Shareholders' Meeting to be held on June 25, 2021.

1. Extrafarma's Price per Share

1.1. Price per Share Amount

Extrafarma's Price per Share is R$ 0.4470912.

The Price per Share was based on an enterprise value of Extrafarma of R$ 700,000,000.00, which, discounting the amount of existing indebtedness as of December 31, 2020, totaling R$ 99,896,614.12, resulted at an equity value of R$ 600,103,385.88.

1.2. Number of Shares Offered

A total of 1,342,240,000 (one billion, three hundred and forty-two million, two hundred and forty thousand) shares issued by Extrafarma shall be offered, corresponding to 100% of its share capital.

1.3. Interest ratio between Ultrapar/Extrafarma shares for the exercise of the Preemptive Rights

Each share issued by Ultrapar will give the right to acquire 1.23352455546346 shares issued by Extrafarma, upon the exercise of the Preemptive Rights. Any fractions of shares issued by Extrafarma resulting from the exercise of the Preemptive Rights will be rounded (i) up, to the nearest whole number, if the resulting fraction is equal to or greater than 0.5 (five tenths) of share; or (ii) down, to the nearest whole number, if the resulting fraction is less than 0.5 (five tenths) of share.

1.4. Payment Method

The Price per Share shall be paid in Brazilian national currency, in 3 (three) installments, as described in item 1.5 below, except for the possibility of payment in cash provided for in item 4 below.

1.5. Installments

2 The total effective amount to be paid by the shareholders due to the exercise of their Preemptive Right will be rounded (i) up to the nearest amount of cents of Real, if the resulting fraction is equal to or greater than R$0.005 (five tenths of cents) of share, or (ii) down to the nearest whole number, if the resulting fraction falls below R$0.005 (five tenths of cents).

The first installment shall have the amount of R$ 0.223545 ("1st Installment"); the second installment shall have the historical amount of R$ 0.111773 per share, subject to monetary correction and, as the case may be, also to adjustments ("2nd Installment"); and the third installment shall have the historical amount of R$ 0.111773 per share, subject to monetary correction and, as the case may be, also to adjustments ("3rd Installment")3.

1.6. Payment Term

1st Installment: Immediate payment.

2nd Installment: Term of 12 (twelve) months as of the Closing Date (as defined below).

3rd Installment: Term of 24 (twenty-four) months as of the Closing Date (as defined below).

1.7. Adjustment

The amounts of the 2nd Installment and the 3rd Installment will be adjusted by the positive variation of the CDI plus 0.5% (zero point five percent) per year, with the Closing Date as the initial term and the effective payment date of the respective installment term as the final term.

2. Final Price per Share

The Price per Share set out above may be adjusted according to the adjustment mechanisms provided for in the SPA and described below ("Price Adjustment Mechanisms"), resulting in the Final Price per Share.

2.1.

Defined Terms

"Reference Working Capital"

means the Extrafarma's working capital assumed for the

establishment of the Acquisition Price.

"Final Working Capital"

means the Extrafarma's Working Capital at the Closing

Date, calculated based on the Closing Balance Sheet.

"Closing Date"

means the date of completion of the Transaction.

"Adjustment Payment Date"

means the date on which the payment of the Acquisition

Price adjustment will be due, pursuant to the SPA, which

will be informed by the Company to the market in due

course.

"Final Adjustment Statement of the means the statement that shall be delivered to Ipiranga

Acquisition Price"

by the Purchaser within 90 (ninety) days after the

3 The total effective amount to be paid by the shareholders due to the exercise of their Preemptive Right will be rounded (i) up to the nearest amount of cents of Real, if the resulting fraction is equal to or greater than R$0.005 (five tenths of cents) of share, or (ii) down to the nearest whole number, if the resulting fraction falls below R$0.005 (five tenths of cents).

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Ultrapar Participações SA published this content on 28 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 July 2021 14:37:05 UTC.