UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of March, 2021
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue, 1343, 9th Floor
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ____X____ Form 40-F ________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ________ No ____X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ________ No ____X____
ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS
ITEM
Annual and Extraordinary General
Shareholders’ Meeting
of April 14, 2021
Digital-only meeting
|
Ultrapar – Shareholders’ Meeting Manual
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Dear Shareholders,
In 2020, our businesses began the year on a promising note, driven by the positive macroeconomic outlook in Brazil. However, as from March, the novel coronavirus pandemic brought severe consequences for the global economy, strongly affecting Brazil.
We were quick to adapt our operations at the first signs of the pandemic, allowing us to continue our role as a provider of essential products and services to the society, with no interruptions or discontinuity. We supported our resellers and business partners, took care of our employees’ health and safety, maintained our financial soundness, contributed to the national effort of providing a social safety net on different fronts, and we will continue to endeavor our best efforts to fight the pandemic in Brazil.
The year 2020 underscored the resilience of our portfolio, with growing results at all our businesses with the exception of Ipiranga, whose activity was directly impacted by social distancing measures and restrictions on mobility. We took important steps to accelerate the Company's growth and value creation and we started the year 2021 well positioned for the future. On the one hand, we believe that our strategic goal to prioritize the allocation of capital in the oil & gas downstream enables us to develop opportunities due to the opening of the refining market to private companies and the expansion of the natural gas chain in Brazil. On the other hand, we have improved our management and governance model, with businesses increasing their autonomy and accountability for results, with greater integration between the Executive Board and the Board of Directors, and a more agile and sound decision-making process.
It is worth highlighting that we have increased management attention and resources to environmental, social and governance (ESG) issues. In 2020, we developed our materiality matrix, approved our Sustainability Policy and issued our first Integrated Report following the GRI guidelines. In 2021, the ESG front gained momentum with the creation of the Sustainability and Corporate Affairs Executive position, which will accelerate and integrate the efforts and actions of the various businesses of the Ultra Group in a unified and objective agenda, including clearly defined goals to be released until the end of 2021.
For this year's general shareholders meeting, we present a slate of candidates to the Board of Directors with three new members, in continuity to the renovation initiated in the last election, in order to strengthen the skills, experiences and qualifications appropriate to the Ultra Group's growth and value creation strategy. Throughout this year, we will also start the transition, in a planned manner, in the leadership of our Board of Directors.
To conclude, we invite all our shareholders to participate in our meeting, whose details regarding attendance, as well as the necessary information for voting decisions, may be found throughout this Meeting Manual.
|
PEDRO WONGTSCHOWSKI
|
|
Chairman of the Board of Directors
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Dear Shareholders,
It is a pleasure to invite you to participate in the Annual and Extraordinary General Shareholders' Meeting ("Meeting") of Ultrapar Participações S.A. ("Ultrapar" or "Company"), to be held on April 14, 2021, at 2:00 pm (Brazil time), exclusively in digital form, pursuant to the terms of the respective call notice.
All Ultrapar shareholders (including holders of common shares in the form of ADRs) will be able to vote on all matters on the agenda. Each common share gives the right to one vote in the Meeting’s deliberation. ADR holders must vote as determined in a communication to be released by the depositary under the terms of the deposit agreement.
This document aims to clarify and guide the resolutions to be taken and the procedures necessary for your attendance or representation in the Meeting.
Ultrapar's Investor Relations department is available for further clarification on the e-mail invest@ultra.com.br or by phone +55 11 3177-7014.
We count on your participation.
|
Ultrapar – Shareholders’ Meeting Manual
|
ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company
CNPJ No. 33.256.439/0001-39
NIRE 35.300.109.724
ANNUAL AND EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
The Shareholders of Ultrapar Participações S.A. (“Ultrapar” or “Company”) are hereby invited to attend the Annual and Extraordinary General Shareholders’ Meeting that shall be held on April 14, 2021, at 2:00 p.m., exclusively in digital form, pursuant to the terms of CVM Instruction Nr. 481/2009, as amended, and by CVM Instruction Nr. 622/2020 (“ICVM 481”), without prejudice of use of remote voting form (“Meeting”), to discuss the following Agenda:
In Annual General Shareholders’ Meeting:
1. Analysis and approval of the report and accounts of the Management, as well as the financial statements of the fiscal year ended on 12.31.2020, together with the report from the Independent Auditors and the opinion from the Fiscal Council;
2. Allocation of net income for the fiscal year ended on 12.31.2020;
3. Setting of the number of members to be elected to the Board of Directors;
4. Election of the slate that will compose the Board of Directors;
5. Establishment of the Management's global compensation;
6. 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 Instruction No. 324/00; and
7. 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 2021.
In the Extraordinary General Shareholders’ Meeting:
1. Ratify 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.
|
Ultrapar – Shareholders’ Meeting Manual
|
Election of the Members of the Board of Directors - Procedure to request the adoption of cumulative vote
The minimum percentage of voting capital necessary for requesting the adoption of cumulative vote for the election of members of the Board of Directors is 5% (five percent) of the voting shares, according to CVM Instruction 165/91, amended by CVM Instruction 282/98.
Pursuant article 21 of the Company’s Bylaws currently in force, and article 141, paragraph 1 of the Brazilian Corporate Law, such option shall be exercised up to 48 (forty eight) hours prior at the Meeting.
Attendance at the Meeting
The shareholders, including holders of American Depositary Receipts (“ADRs”), of the Company may attend the Meeting in person or represented by proxies, upon the fulfillment of the requirements for attendance provided for in the Company’s Bylaws, presenting the documents listed under items Individual Shareholder, Corporate Shareholder and Investment Funds below.
Shareholder capacity will be evidenced upon submitting of the statement issued by the institution providing book-entry services or the custodian institution, with the number of shares included therein within up to three (3) days before the Meeting.
The Company will adopt for this General Shareholders’ Meeting the remote voting system in accordance with CVM Instruction 481, allowing its shareholders to send, through their respective custody agents or bookkeeping institution or directly to the Company, a remote voting form, as provided by the Company together with other documents to be discussed at the Meeting. The Company informs that the instructions for the exercise of the remote voting are described in the Annual and Extraordinary General Shareholders’ Meeting’s Manual. The remote voting forms submitted by the shareholders by virtue of the first call of the Meeting shall be deemed valid for the second call, pursuant to the terms of ICVM 481.
Considering the current scenario and the restrictions to the agglomeration of persons in effect by virtue of the COVID-19 pandemic in Brazil, the Meeting shall be exclusively held by digital means, pursuant to the terms of ICVM 481, through a digital platform (“Platform”); accordingly, the shareholders shall attend at the Meeting solely by means of the following:
(a) through remote voting form, which detailed guidelines with respect to the necessary documentation for remote voting are included in such form; and
(b) through digital platform, in person or by attorney-in-fact duly appointed, and the shareholder: (i) may solely attend at the Meeting, regardless of the submission of the form; or (ii) attend to and vote at the Meeting; in this case, provided that the eventual votes issued by the shareholder through the remote voting form shall be disregarded.
Holders of ADRs will be represented at the Meeting by the custodian of underlying shares of the ADRs, pursuant to the deposit agreement dated as of September 16, 1999, as amended (“Deposit Agreement”). Voting procedures with respect to the ADRs shall be specified in a communication to be sent to ADRs holders by the depositary, pursuant to the Deposit Agreement.
|
Ultrapar – Shareholders’ Meeting Manual
|
Under the terms of ICVM 481, in order to obtain the Company's authorization for virtual participation in the Meeting through the Platform, shareholders or their legal representatives or attorneys-in-fact must send an email to the Company at invest@ultra.com.br, on or before 2:00 pm on April 12, 2021, requesting participation, specifying the contact phone number and email address of the participant, and submitting the documents listed below:
Individual Shareholder
-
Copy of ID document with photograph (ID, driver´s license, foreign national’s residence ID, officially recognized professional class ID or passport, for foreigners); and
-
Copy of the power of attorney, if applicable, and identification document with picture of the attorney-in-fact.
Corporate Shareholder
-
Copy of the last restated bylaws or articles of association and the corporate documents granting representation powers (officers’ election minutes and/or power of attorney);
-
Copy of ID document(s) with picture of the legal representative(s); and
-
Copy of the power of attorney, if applicable, and identification document with picture of the attorney-in-fact.
Investment Funds
-
Evidence of capacity as manager of the fund granted to individual or legal entity representing the fund in the Meeting or who granted power to the attorney-in-fact;
-
Corporate act of the corporate manager granting powers to the representative attending the Meeting or to whom a power of attorney was granted; and
-
If the representative or attorney-in-fact is a legal entity, the documents listed on item “Corporate Shareholder” related to them shall be presented to the Company.
In addition, on an extraordinary basis, the Company may accept that the shareholders submit the necessary representation documents, as referred above, solely in digital means, without registry before the notary office or notarized copies, in PDF format. Ultrapar shall accept the powers of attorneys physically or digitally signed through digital certificate (ICP-Brazil).
Access to the Platform of shareholders who do not submit the necessary participation documents within the period provided herein will not be admitted.
Upon receipt of the request, accompanied by the necessary documents for the Meeting Attendance, the Company shall submit to the email indicated by the shareholder the link and the instructions to access the Platform to the shareholders or, however the case may be, the legal representatives or attorneys-in-fact thereof. Such information is personal and not transferrable, and shall not be shared, subject to attribution of responsibility.
Ultrapar shall not be responsible for any operational or connection issue faced by the shareholder, legal representative or attorney-in-fact, which would hamper or prevent his/her attendance at the Meeting.
Availability of Documents and Information
Under the terms of the Ultrapar’s Bylaws and CVM Instruction 481, the documents and information relating to the matters to be deliberated upon, as well as the Annual and Extraordinary General Shareholders’ Meeting’s Manual, the remote voting form for Meeting and other relevant documents for the exercise of the voting right at the Meeting were filed with the Brazilian Securities and Exchange Commission (“CVM”) and are available at the website of CVM (www.cvm.gov.br), Company’s head office, website of B3 – Brasil, Bolsa, Balcão (www.b3.com.br) and Company’s website (ri.ultra.com.br).
São Paulo, March 15, 2021.
PEDRO WONGTSCHOWSKI
Chairman of the Board of Directors
|
Ultrapar – Shareholders’ Meeting Manual
|
Ultrapar, aiming to facilitate the representation of its shareholders at the Meeting (excluding holders of common shares in the form of ADRs), provides in the end of this Manual a power-of-attorney model, through which shareholders may appoint the lawyers thereby indicated to represent them at the Meeting, at no cost and strictly in accordance with the powers granted. To the extent shareholders (excluding holders of common shares in the form of ADRs) opt to be represented at the Meeting using the model provided by the Company, the power of attorney must include all the attorneys-in-fact listed in the draft of the power-of-attorney .
Considering the current scenario and the restrictions to the agglomeration of persons in effect, due to the COVID-19 pandemic in Brazil, the Meeting shall be exclusively held by digital means, pursuant to the terms of article 21-C, paragraphs 2 and 3 of ICVM 481, through a digital platform (“Platform”); accordingly, the shareholders shall attend the Meeting solely by means of the following:
(a) through remote voting form, which detailed guidelines with respect to the necessary documentation for remote voting are included in such form; and
(b) through digital platform, in person or by attorney-in-fact duly appointed, and the shareholder: (i) may solely attend the Meeting, regardless of the submission of the form; or (ii) attend and vote at the Meeting; provided that, in this case, the eventual votes issued by the shareholder through the remote voting form shall be disregarded.
On an extraordinary basis, the Company may accept that the shareholders submit the necessary representation documents, as referred on the Call Notice, in digital means in PDF format, without registry before the notary office or notarized copies. Ultrapar shall accept the proxies physically or digitally signed through digital certificate (ICP-Brazil).
We clarify that in the case of non-Brazilian investment funds and shareholders, a sworn translation of the documents shall not be required if the documents are originally in English or Spanish.
Pursuant to the terms of article 5, paragraph 3, of IN CVM 481, the Platform shall not be accessed by the shareholders that have not provided the necessary documents specified in the Call Notice within the deadlines set forth on that document.
Upon receipt of the request, accompanied by the necessary documents for the Meeting attendance, the Company shall submit to the e-mail indicated by the shareholder the link and the instructions to access the Platform to the shareholders or, however the case may be, the legal representatives or attorneys-in-fact. Such information is personal and not transferrable, and shall not be shared, subject to attribution of responsibility.
|
Ultrapar – Shareholders’ Meeting Manual
|
The shareholder who participates through Platform will be considered present at the Meeting, being able to exercise his/her respective voting rights, and sign the respective Minutes of the Meeting, pursuant to article 21-V, Paragraph 1 of IN CVM 481.
If the shareholder who has duly requested his/her participation does not receive from the Company the e-mail with instructions for accessing and participating in the Meeting at least twenty four (24) hours prior to the Meeting (that is, until 2:00 p.m. on April 13, 2021), he/she must contact the Company by phone on number +55 (11) 3177-7014, in order to receive (by telephone or e-mail) their respective instructions to access.
Ultrapar shall not be responsible for any operational or connection issue faced by the shareholder, legal representative or attorney-in-fact, which would hamper or prevent his/her attendance to the Meeting.
Additionally, the Company asks for shareholders who will participate through the Platform to access the Platform at least thirty (30) minutes in advance of the time scheduled for the beginning of the Meeting in order to allow the validation of the access.
The Company reserves the right to use any information contained in the recording of the Meeting to: (i) registration of the shareholders’ statements and also for viewing the documents presented during the Meeting; (ii) registration of the authenticity and safety of communications during the Meeting; (iii) registration of the shareholders' attendance and votes; (iv) compliance with any legal orders from competent authorities; and (v) safeguard of the Company, its administrators and contracted third parties, in any judicial, arbitration, regulatory or administrative sphere.
Remote Voting Forms
If the shareholder opts to send the remote voting form of the Extraordinary General Shareholders’ Meeting to the Company, the Company requests that such voting form and other supporting documents shall be sent to the e-mail Invest@ultra.com.br or be filed at the Company within 7 days from the Annual and Extraordinary General Shareholders’ Meeting date, that is, until April 7, 2021.
|
Ultrapar – Shareholders’ Meeting Manual
|
ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company
CNPJ nº 33.256.439/0001-39
NIRE 35.300.109.724
Dear Shareholders,
The Management of Ultrapar Participações S.A. (“Ultrapar” or “Company”) hereby presents to the Company’s Shareholders the following Management Proposal, regarding the matters to be decided at the Annual and Extraordinary General Shareholders’ Meeting, to be held on April 14, 2021, at 02:00 p.m.
1) In the Annual General Shareholders’ 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 12.31.2020, together with the report from the Independent Auditors and the opinion from the Fiscal Council.
The Management’s Report and financial statements for the fiscal year ended on December 31, 2020 were filed with the Brazilian Securities and Exchange Commission - CVM on February 24, 2021 and published in wide-circulation newspapers on February 26, 2021. The Management's Report summarizes relevant information about the Company in 2020, 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 24, 2021, the respective minutes of which were also filed with the CVM on February 24, 2021; 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.
|
Ultrapar – Shareholders’ Meeting Manual
|
1.2) Allocation of net income for the fiscal year ended on 12.31.2020
Management proposes that the allocation of net income attributable to Ultrapar's Shareholders for the year ended on December 31, 2020, in the amount of R$893,383,505.12 (eight hundred ninety-three million, three hundred and eighty-three thousand, five hundred and five Reais and twelve cents), be as follows:
a) R$44,669,175.26 (forty-four million, six hundred and sixty-nine thousand, one hundred and seventy-five Reais and twenty-six cents) allocated to the legal reserve;
b) R$368,966,038.86 (three hundred and sixty-eight million, nine hundred and sixty-six thousand, thirty-eight Reais and eighty-six cents) allocated to the statutory reserve for investments; and
c) R$479,748,291.00 (four hundred and seventy-nine million, seven hundred and forty-eight thousand, two hundred and ninety-one Reais) allocated for payment of dividends to shareholders holding common shares, equivalent to R$0.44 (forty-four cents of Reais) per share.
We provide detailed information regarding the proposal for allocation of net income for the fiscal year ended on December 31, 2020 in Exhibit IV, under the terms of ICVM 481, as amended.
Management Recommendation: approval of the net income allocation proposed.
1.3) Setting of the number of members to be elected to the Board of Directors
The definition of the number of members of the Board of Directors, when the Bylaws provides for a minimum and maximum number, should be subject to a decision of the General Shareholders’ Meeting, in accordance with the understanding of the CVM. Article 18 of the Company’s Bylaws states that the Board of Directors is composed of at least 5 (five) and at most 11 (eleven) members. Therefore, shareholders must first vote on the number of members that shall compose the Board of Directors for the next term of office, and subsequently elect the Directors.
In April 2019, there was an important renewal in the Board of Directors, with the election of four new members, who brought further experiences and skills to the Company. In addition to the People Committee, which exists since 2011, the Strategy Committee was created and the Audit and Risks Committee was restructured. As from September 2020, the Board of Directors now has 11 (eleven) members. Such structure allowed a better organization of the strategic agenda and a deeper understanding of issues for the decision-making process.
Therefore, we propose maintaining the number of 11 (eleven) members to compose the Board of Directors for the term of office that shall begin at the Meeting.
Management Recommendation: approval of the maintenance of 11 (eleven) members to compose the Board of Directors of Ultrapar for the term of office initiating in April 2021.
|
Ultrapar – Shareholders’ Meeting Manual
|
1.4) Election of the members of the Board of Directors
We propose the election of the following slate of candidates as members of the Board of Directors, with a term of office of 2 (two) years, under the terms of article 20 of the Company's Bylaws:
This slate combines candidates who are currently members of the Board of Directors, preserving the knowledge of the businesses and of Ultrapar, with three new candidates, who bring relevant and supplementary experiences to the Board. Mr. José Luiz Alquéres, independent member, and Messrs. Marcos Marinho Lutz and Otávio Lopes Castello Branco Neto, non-independent members, are included by Management for the first time in the proposed slate.
The Board of Directors identified the most relevant experiences and skills for representing and composing the Board, based on Ultrapar's strategy and future needs. The table below summarizes how such experiences and skills are related to the main characteristics of our business.
|
Ultrapar – Shareholders’ Meeting Manual
|
We believe that the proposed slate provides a balanced composition of candidates' qualifications, based on skills that together are relevant to the Company, and will contribute to the establishment of an active and skilled Board of Directors to decide on Ultrapar strategic issues. In addition, the proposed slate maintains the majority of independent members in its composition. The chart below summarizes the main experiences and qualifications of candidates to the Board.
The adherence of each candidate as member of the Board of Directors, to the Corporate Policy for Nomination of Members to the Board of Directors was analyzed and confirmed by the Board of Directors, which also verified the characterization of independence of each of them, considering the provisions set forth on the Regulations of the Novo Mercado and in the statement of independence presented by each candidate. The characterization of independence of the members shall be confirmed by the General Shareholders’ Meeting.
|
Ultrapar – Shareholders’ Meeting Manual
|
The information regarding the candidates' professional experience is available in Exhibit V, items 12.5 to 12.10 of the Reference Form.
The possibility of adopting a cumulative vote process for the election of members of the Board of Directors is also emphasized, as long as requested by shareholders representing at least 5% (five percent) of the voting shares, and provided that they do so, in writing, up to 48 hours prior to the Meeting, in accordance with CVM Instruction No. 165/91, as amended by CVM Instruction No. 282/98. In this case, there will be no election per slate as described in article 21 of the Company's Bylaws, and each voting share shall have as many votes as there are vacancies to be filled on the Board, and shareholders may cast their votes to one or more candidates.
Management Recommendation: approval of the slate proposed by Board of Directors.
1.5) Establishment of the Management’s aggregate compensation
The proposal for the annual aggregate limit on Management compensation for the period between May 2021 and April 2022 is R$78,000,000.00 (seventy-eight million Reais), of which R$12,000,000.00 (twelve million Reais) for members of the Board of Directors, and R$66,000,000.00 (sixty-six million Reais) for members of the Board of Executive Officers, including R$20,835,425.00 (twenty million, eight hundred and thirty-five thousand, four hundred and twenty-five Reais) for expenses with stock-based compensation plan and post-employment benefit.
The proposed amount is 4% higher than the amount of R$75,000,000.00 (seventy-five million Reais) approved by the Annual and Extraordinary General Shareholders’ Meeting held on April 15, 2020 (“2020 Meeting”), for the period from May 2020 to April 2021. Such increase arises from (i) periodic adjustment for inflation, market conditions and meritocracy, (ii) an increase in the average number of members of the Board of Directors, as approved at the Extraordinary General Shareholders’ Meeting held in September 2020, and (iii) changes in the Corporate Executive Compensation Policy of the Statutory Board of Officers, which increase the long-term variable portion of the compensation, reinforcing the alignment of interests between executives and shareholders. These effects were partially reduced by the exclusion – pursuant to a guidance under Official Letter/CVM/SEP/Nr. 1/2021, of February 26, 2021 – of social charges payable by employers that comprised the annual management compensation limit. On a comparable basis, that is, by removing such social charges from the limit approved at the 2020 Meeting, the proposed amount would be 18% higher year on year, explained by the effects mentioned above.
The aggregate compensation actually realized in the period between May 2020 and April 2021 is estimated at an amount 24% lower than that approved by the shareholders at the 2020 Meeting, mainly due to (i) the change in the Board of Executive Officers, which generated a reversal of expenses with the stock option plan, and the temporary reduction in the average number of members of such body, and (ii) variable compensation amounts below the maximum estimated amount, aligned with the results below expectations at Ipiranga, which were affected by the pandemic in 2020. 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 aggregate compensation limit.
|
Ultrapar – Shareholders’ Meeting Manual
|
1.6) Election of the Fiscal Council members and respective alternates, given the request for 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 art. 161 of Law No. 6,404/76 and CVM Instruction No. 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)
- William Bezerra Cavalcanti Filho (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.
1.7) Considering item 1.6 above, the determination of the compensation for the members of the Fiscal Council for the term of office that begins in April of 2021
We propose the approval of the aggregate compensation of the Fiscal Council members for their term of office (between May 2021 and April 2022) in the amount of R$64,750.00 (sixty-four thousand, seven hundred and fifty Reais) per month, being R$27,750.00 (twenty-seven thousand, seven hundred and fifty Reais) per month for the president of the Fiscal Council, and R$18,500.00 (eighteen thousand and five hundred Reais) per month for the other members. Such amounts include the guidance under Official Letter/CVM/SEP/Nr. 1/2021, of February 26, 2021, which determines that the social charges payable by the employer are not included in the aggregate compensation amounts, subject to approval by the general meeting. On a comparable basis, that is, without social charges payable by the employer in both periods, the proposed amount is 14% higher than the amount approved at the 2020 Meeting, for the period between May 2020 and April 2021. 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 actually 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 Board of Executive Officers 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 Annex VI as a result of different reference periods of the documents.
Management Recommendation: approval of the proposal of Fiscal Council compensation.
|
Ultrapar – Shareholders’ Meeting Manual
|
2) In the Extraordinary General Shareholders’ Meeting:
2.1) To ratify the change in the number of common shares into which the Company's stock capital is divided, due to the partial exercise of rights granted under 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 12, 2020 and on February 24, 2021, 157,917 (one hundred and fifty-seven thousand, nine hundred and seventeen) 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 1,115,076,651 (one billion, one hundred and fifteen million, seventy-six thousand, six hundred and fifty-one) 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, we also propose 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.
Access to documents and information
Under the terms of Ultrapar's Bylaws and ICVM 481, as amended, the documents and information relating to the matters to be approved, including the remote voting ballots for the Annual General Meeting and the Special 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 15, 2021.
PEDRO WONGTSCHOWSKI
Chairman of the Board of Directors
|
Ultrapar – Shareholders’ Meeting Manual
|
EXHIBIT I - REPORT ON THE SOURCE AND RATIONAL FOR THE PROPOSED AMENDMENT TO THE BYLAWS OF ULTRAPAR PARTICIPAÇÕES S.A.
|
Current version
|
Proposed version
|
Amended version
|
Comments/Justifications on Proposed Changes
|
|
CHAPTER II
Capital Stock and Shares
Article 5. The subscribed and paid-in capital stock is R$ 5,171,751,608.08 (five billion, one hundred seventy-one million, seven hundred fifty-one thousand, six hundred and eight Reais and eight cents), represented by one billion, one hundred and fourteen million, nine hundred and eighteen thousand, seven hundred and thirty-four (1,114,918,734) nominative common shares, with no par value, and with no issuance of preferred shares or founder’s shares permitted.
|
CHAPTER II
Capital Stock and Shares
Article 5. The subscribed and paid-in capital stock is R$ 5,171,751,608.08 (five billion, one hundred seventy-one million, seven hundred fifty-one thousand, six hundred and eight Reais and eight cents), represented by one billion, one hundred and fifteen million, seventy six thousand, six hundred and fifty one (1,115,076,651) nominative common shares, with no par value, and with no issuance of preferred shares or founder’s shares permitted.
|
CHAPTER II
Capital Stock and Shares
Article 5.The subscribed and paid-in capital stock is R$ 5,171,751,608.08 (five billion, one hundred seventy-one million, seven hundred fifty-one thousand, six hundred and eight Reais and eight cents), represented by The subscribed and paid-in capital stock is R$ 5,171,751,608.08 (five billion, one hundred seventy-one million, seven hundred fifty-one thousand, six hundred and eight Reais and eight cents), represented by one billion, one hundred and fifteen million, seventy six thousand, six hundred and fifty one (1,115,076,651) one billion, one hundred and fourteen million, nine hundred and eighteen thousand, seven hundred and thirty-four (1,114,918,734) nominative common shares, with no par value, and with no issuance of preferred shares or founder’s shares permitted.
|
Change of wording and to reflect the issuance of shares effective as of February 19, 2020, 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 by the Extraordinary General Meeting held on January 31, 2014.
|
|
§1 All of the Company shares are in book-entry form and held in a deposit account with a financial institution authorized by the Brazilian Securities and Exchange Commission – CVM, in the name of their holders, without certificates issued.
|
§1 All of the Company shares are in book-entry form and held in a deposit account with a financial institution authorized by the Brazilian Securities and Exchange Commission – CVM, in the name of their holders, without certificates issued.
|
§1 All of the Company shares are in book-entry form and held in a deposit account with a financial institution authorized by the Brazilian Securities and Exchange Commission – CVM, in the name of their holders, without certificates issued.
|
N/A
|
|
§2 The transfer and record cost, as well as the cost of the services relating to the book-entry shares, may be charged directly to the shareholder by the bookkeeping institution, as set forth in the stock bookkeeping agreement.
|
§2 The transfer and record cost, as well as the cost of the services relating to the book-entry shares, may be charged directly to the shareholder by the bookkeeping institution, as set forth in the stock bookkeeping agreement.
|
§2 The transfer and record cost, as well as the cost of the services relating to the book-entry shares, may be charged directly to the shareholder by the bookkeeping institution, as set forth in the stock bookkeeping agreement.
|
N/A
|
|
Ultrapar – Shareholders’ Meeting Manual
|
|
Ultrapar – Shareholders’ Meeting Manual
|
EXHIBIT III - MANAGEMENT DISCUSSION AND ANALYSIS ON THE FINANCIAL CONDITIONS OF THE COMPANY, UNDER THE TERMS OF ITEM 10 OF THE REFERENCE FORM
10.1 – Management discussion & analysis:
Introduction
The following comments should be read in the light of our consolidated financial statements, filed with the CVM on February 24, 2021, including the note thereto and other information included elsewhere in this document.
-
General financial and equity conditions
Company overview
Ultrapar’s origins goes back to 1937 when Ernesto Igel founded Ultragaz, a company which pioneered the use of Liquified Petroleum Gas (LPG) as cooking gas. Since then, Ultrapar has grown and expanded its markets transforming into one of the largest corporate groups in Brazil. The businesses of the Ultra Group occupy an outstanding position in all their respective segments of activity: the Oil & Gas sector through Ipiranga, UItragaz and Ultracargo, specialty chemicals through Oxiteno and retail pharmacy with Extrafarma.
Ultragaz is a pioneer and leader company in the domestic market for LPG distribution, besides being a reference in innovation and in the development of applications for the use of the product. It also has a modern research and development laboratory for special gases, a segment in which it also has a leadership position. Ultracargo is the largest private company of liquid bulk storage in Brazil and it is present in strategic locations in the Northeast, Southeast and South with six port terminals. In 2022, it is scheduled to begin operations at the new terminal in the port of Vila do Conde, Pará state, expanding its geographic spread to the North region of the country. Oxiteno is a leader company in the production of surfactants and specialty chemicals in Latin America with about 20% of the ethoxylation capacity in the Americas. It has eleven industrial units: six in Brazil, three in Mexico, one in the United States and one in Uruguay. Oxiteno also has commercial offices in Argentina, Belgium, China and Colombia and research and development centers in Brazil, Mexico, and the USA. Ipiranga is one of the largest fuels and lubricant distribution companies in the country, incorporating a network of more than 7 thousand service stations, each one of them increasingly more complete and digitized, in addition to the largest convenience store franchise, the AmPm network with 1.8 thousand stores. Extrafarma is a retail pharmacy network with its origins in the North region of Brazil, today with a presence in ten Brazilian states with 405 drugstores and four distribution centers. abastece aí, a digital payments company that has more than 2.3 million digital accounts, was established in 2020 to leverage the benefits of the Km de Vantagens (Km of Advantages Program) and the abastece aí (“fill up here”) app through the development of an ecosystem of advantages and benefits to the clients, focused on car drivers.
2020
In 2020, our businesses began the year on a promising note, driven by the positive macroeconomic outlook in Brazil. However, from March, the novel coronavirus pandemic brought severe consequences for the global economy, strongly affecting Brazil. In addition to the economic impacts, precautionary measures of social distancing and restrictions on personal mobility accelerated the tendency towards structural changes, among them remote working and virtual interconnectivity among people.
|
Ultrapar – Shareholders’ Meeting Manual
|
To ensure the maintenance of a high level of liquidity in light of the uncertainties caused by the pandemic in the first few months, we adopted greater selectivity in our investments, raised new lines of financing and negotiated more elastic payment terms with our suppliers. On the other side, we worked with our partners and clients, negotiating measures to ease pressures on their working capital, thus contributing to ensure the integrity and continuity of the value chains we are part of.
The year 2020 underscored the resilience of our portfolio, with growing results at all our businesses with the exception of Ipiranga, which the activity was directly impacted by social distancing measures and restrictions on mobility. The net revenue amounted to R$ 81.2 billion, 9% less than 2019, and was directly affected by the pandemic. Despite this, the Company recorded an EBITDA of R$ 3.5 billion, or 4.3% EBITDA margin, representing an improved margin compared to the 3.1% in 2019.
Net income increased from R$ 402.9 million in 2019 to R$ 927.7 million in 2020, R$ 479.7 million of which were distributed via dividends to the shareholders. The operational cash generation (after investments) was a record, totaling R$ 2.1 billion and contributing to the gradual reduction in our financial leverage in the year. We ended 2020 with a cash position of R$ 8.7 billion and duration of our debt standing at 4.6 years.
Finally, we have intensified our acting and dedication of resources to themes related to ESG. In 2020, we developed our materiality assessment, approved our Sustainability Policy, and published our first Integrated Report following the GRI guidelines.
2019
We began the year with an optimistic view in relation to the economic growth of Brazil and its positive effects on the business environment, an outlook which already proved unrealistic in the first few months of the year given the delay of executing the federal administration’s reform package. Despite this, even with lower growth than initially anticipated, there were important signs indicating a more dynamic macroeconomic environment, with lower interest rates, inflation under control and further announcements of additional privatizations and tender bids.
We ended 2019 with an Adjusted EBITDA of R$ 3.1 billion, practically stable in relation to 2018, with an operational cash generation after investments of R$ 1.7 billion and a net income of R$ 906.3 million, of which R$ 478.9 million were paid out via dividends to our shareholders. These amounts exclude IFRS 16, the impairment of R$ 593.3 million with respect to the goodwill generated on the acquisition of Extrafarma, and a further write down of R$ 14.0 million on the sale of Oxiteno Andina and the Conduct and Adjustment Agreement (“TAC”) of R$ 65.5 million at Ultracargo. Ultrapar closed 2019 with total assets of R$ 29.7 billion and total equity of R$ 9.9 billion, both excluding the effects of IFRS 16.
In 2019, we extended our debt profile, raising US$ 500.0 million in notes in the international market with a ten-year maturity, and using the proceeds for liability management. The reduction in our financial leverage remains an important objective and, in this context, we continue to be selective in the allocation of capital, albeit without sacrificing growth.
|
Ultrapar – Shareholders’ Meeting Manual
|
2018
A series of atypical events characterized 2018, reducing the stability and predictability of operations in several sectors. Our results in the first quarter of 2018 were impacted by the contractual fine following the Brazilian Anti-Trust Authority’s (CADE) rejection of the Liquigás acquisition. In addition, competition in the trading environment for the fuels distribution sector continued intense given fuel imports during the period. The second quarter saw both the truckers’ strike - which brought the country to a standstill and affected almost all the sectors of the economy weakening confidence among both consumers and business. However, following the outcome of the general elections, confidence levels resumed growth.
Economic recovery prior to the strike was enough to allow two further reductions of 0.25 p.p. each in the basic rate of interest, which was 7.0% at the end of 2017 and has remained stable at 6.5% per annum since March 2018. The average Real/Dollar rate in 2018 was R$ 3.65/US$ compared with R$ 3.19/US$ in 2017, a 14% increase.
The decision of members of OPEC+ to cut oil production was sufficient to drive up prices until September. From October, oil prices began to decline with the announcement of increased output in the United States and continuing high inventory levels. At the end of the year, a barrel of oil was priced at US$ 53/barrel (Brent), a 20% drop in the year.
In 2018, the number of registered light vehicles resumed growth totaling 2.5 million, a year-over-year increase of 14%. ABIQUIM data for chemicals for industrial applications recorded a drop of 1% in 2018 in National Apparent Consumption. In the retail pharmacy sector, Abrafarma members’ data shows that sales grew by 8% in 2018.
To meet this scenario of challenges and uncertainties, Ultrapar revisited its investment plan seeking to be more selective and assertive in capital allocation, preserving its cash and adjusting its existing structures in readiness for a resumption in growth. As a consequence, the Company ended the year with increased liquidity ratios compared with 2017 and a reduction in leverage compared to the peak of 2.9x recorded in September 2018.
|
|
2018
|
|
2017
|
|
2016
|
|
Current liquidity ratio
|
2.6
|
|
2.2
|
|
2.4
|
|
Quick liquidity ratio
|
2.0
|
|
1.7
|
|
1.9
|
|
Net debt/ Adjusted EBITDA
|
2.7x
|
|
1.8x
|
|
1.4x
|
-
Capital structure and possibility of redemption of shares
Capital structure
The Company's capital stock subscribed and paid up on December 31, 2020 was R$ 5,171.8 million, composed by 1,115,005,712 common shares, without par value. On February 24, 2021, 70,939 new common shares were issued as a result of the partial exercising of the subscription warrants for the acquisition of Extrafarma, approved by the extraordinary general shareholders meeting of January 31, 2014. As a result, the Company’s capital stock is now divided into 1,115,076,651 common shares with no par value.
2020
Ultrapar reached year end 2020 with R$ 17,376.2 million in gross financial debt and R$ 8,672.2 million in total cash, getting to R$ 8,704.1 million net financial debt, practically in line in relation to 2019. Considering leases payable (IFRS 16) of R$ 1,833.3 million, the total net debt was R$ 10,537.3 million. On December 31, 2020, Ultrapar’s shareholders’ equity amounted to R$ 9,910.3 million, resulting in a net financial debt (ex-IFRS 16) to shareholders’ equity ratio of 88%.
|
Ultrapar – Shareholders’ Meeting Manual
|
2019
Ultrapar reached year end 2019 with R$ 14,392.7 million in gross financial debt and R$ 5,712.1 million in total cash, getting to R$ 8,680.6 million net financial debt, an increase of R$ 468.9 million in relation to 2018. Considering leases payable (IFRS 16) of R$ 1,588.7 million, the total net debt was R$ 10,269.3 million. On December 31, 2019, Ultrapar’s shareholders’ equity amounted to R$ 9,835.2 million, resulting in a net financial debt (ex-IFRS 16) to shareholders’ equity ratio of 88%.
2018
Ultrapar reached year end 2018 with R$ 15,206.1 million in gross financial debt and R$ 6,994.4 million in total cash, getting to R$ 8,211.7 million net financial debt, an increase of R$ 991.1 in relation to 2017. On December 31, 2018, Ultrapar’s shareholders’ equity amounted to R$ 9,800.0 million, resulting in a net financial debt to shareholders’ equity ratio of 84%.
|
(R$ million)
|
2020
|
% of
shareholders’
equity
|
2019
|
% of
shareholders’
equity
|
2018
|
% of
shareholders’
equity
|
|
Gross financial debt
|
17,376.2
|
175%
|
14,392.7
|
146%
|
15,206.1
|
155%
|
|
Cash and financial investments
|
8,672.2
|
88%
|
5,712.1
|
58%
|
6,994.4
|
71%
|
|
Net financial debt
|
8,704.1
|
88%
|
8,680.6
|
88%
|
8,211.7
|
84%
|
|
Leases payable
|
1,833.3
|
18%
|
1,588.7
|
16%
|
n/a
|
n/a
|
|
Total net debt
|
10,537.3
|
106%
|
10,269.3
|
104%
|
n/a
|
n/a
|
-
Capacity to honor our financial obligations
Our main sources of liquidity derive from (i) cash, cash equivalents and financial investments, (ii) cash flow from operations, and (iii) loans, financings, debentures, and international bonds. We believe that these sources are sufficient to meet our current funding requirements, including, without limitation, working capital, investments, debt amortization and payment of dividends.
We periodically review acquisition and investment opportunities. We consider different types of investment, both directly and through “joint ventures” or affiliates, and fund these investments with cash from operations, debt financing, capital increases, or a combination of the foregoing.
We believe we have sufficient working capital to meet our current needs. In addition to the cash flow from operations during the year, as of December 31, 2020, we had R$ 7,694.8 million in cash, cash equivalents and short-term financial investments. Gross debt maturing from January to December 2021, including estimated interest on financings, totals R$ 3,620.5 million. In addition, the 2021 investment plan is R$ 1,890.8 million.
We expect to spend approximately R$ 15.2 billion to meet contractual obligations over the next five years, including amortization and interest payments on existing financings.
|
Ultrapar – Shareholders’ Meeting Manual
|
|
(R$ million)
|
2021-2025
|
2021
|
2022-2023
|
2024-2025
|
|
Financings and interest on financing contracts (1)
|
12,082.2
|
3,620.5
|
6,716.2
|
1,745.5
|
|
Hedge instruments(2)
|
328.9
|
133.1
|
88.9
|
106.9
|
|
Leases payable
|
1,605.1
|
396.0
|
668.1
|
541.0
|
|
Low-value asset leases (3)
|
7.3
|
0.4
|
6.5
|
0.4
|
|
Estimated funds for financing the pension plan and other post-retirement benefits (4)
|
121.7
|
22.8
|
47.9
|
51.0
|
|
Procurement obligations – raw materials(5)
|
910.5
|
411.9
|
469.7
|
28.9
|
|
Procurement obligations – utilities(6)
|
138.1
|
36.4
|
71.9
|
29.8
|
|
Minimum handling obligations – load(7)
|
33.5
|
8.2
|
13.1
|
12.2
|
|
Total
|
15,227.3
|
4,629.4
|
8,082.2
|
2,515.7
|
(1) Includes estimated interest payments on short- and long-term debt. Excludes information on derivatives, whose fair value is disclosed in Note 31 of the Company’s financial statements. Calculation of the estimated interest on financings makes certain macroeconomic assumptions, including, averaged for the period: (i) DI at 2.29% in 2021, 3.74% in 2022 and 4.84% in 2023; (ii) Brazilian Real-to-US Dollar exchange rate at R$ 4.86 in 2021, R$ 4.33 in 2022, R$ 4.17 in 2023, R$ 4.20 in 2024, R$ 4.22 in 2025, R$ 4.24 in 2026, R$ 4.26 in 2027, R$ 4.28 in 2028 and R$ 4.30 in 2029; (iii) TJLP at 4.39%, and (iv) IPCA at 3.6% in 2021, 3.3% in 2022 and 3.0% from 2023. (Source: B3, Focus Bulletin, financial institutions).
(2) Hedge instruments were estimated based on US Dollar forwards and the forward curves of DI x Pré and Pré x IPCA contracts, at the B3 quote on December 31, 2020, and the LIBOR forward curve (ICE – Intercontinental Exchange) and commodities heating oil and RBOB contracts quoted at the New York Mercantile Exchange (“NYMEX”) on December 31, 2020. The table above considers only hedges with a negative forecast result upon liquidation.
(3) Subsidiaries Ultragaz, Bahiana, Extrafarma, Ipiranga, Serma and Oxiteno S.A. have low-value, short-term leases with variable payments associated with plant equipment, information technology equipment, vehicles and commercial real estate. The subsidiaries have the option to purchase information technology equipment at a price equivalent to fair value on the strike date and management does not intend to exercise the option. Recognized expenses in 2020 were R$ 17,749 thousand.
(4) The estimated payment amount was calculated based on: (i) 3.25% inflation assumption, (ii) average participant age on December 31, 2020 (39 years) and (iii) the Company’s contribution in December 2020.
(5) Oxiteno has a supply agreement with Braskem S.A. that stipulates a minimum annual level of ethylene consumption and conditions for the supply of ethylene until December 2021 at the Camaçari plant. The minimum purchase obligation is 205 thousand annual tons of ethylene and, if noncompliant, Oxiteno will owe a fine equivalent to 40% of the going price of ethylene times the amount not purchased. Oxiteno also has a supply agreement with Braskem S.A. at the Mauá plant that expires in 2023. The agreement provides and sets conditions for the supply of ethylene to Oxiteno based on the international market for the product. Minimum purchase obligation is 44,100 thousand annual tons of ethylene. If the minimum purchase obligation is noncompliant, Oxiteno will owe a fine equivalent to 30% of the going price of ethylene times the amount not purchased. In both cases, the minimum purchase obligation is subject to pro-rated reductions in the event of scheduled stops at the supplier’s and/or Oxiteno’s facilities.
(6) The purchase obligation refers to long-term contracts under which Oxiteno is required to purchase a minimum amount of energy annually.
(7) Tequimar has agreements with Companhia de Docas do Estado da Bahia, with Governador Eraldo Gueiros Industrial Port Complex, with Empresa Maranhense de Administração Portuária and with Companhia Docas do Pará, in connection with port facilities in Aratu, Suape, Itaqui and Vila do Conde (operational startup scheduled for 2022), respectively. The agreements provide for minimum cargo handling of (i) 397,000 annual tons until 2031, and 900,000 annual tons until 2022, in Aratu; (ii) 250,000 annual tons until 2027, and 400,000 annual tons until 2029, in Suape; (iii) 1,222,377 cubic meters annually until 2049, in Itaqui; and (iv) 343,625 annual tons starting in 2023, in Vila do Conde (quantity varies annually). If annual handling lies below the required minimum, the controlling entity must pay the difference between effective handling and the minimum per the agreement, based on the port fees in force on the agreed payment date. On December 31, 2020, these fees were R$ 6.21 and R$ 3.20 per ton in Aratu. In Suape, they were R$ 3.34 per ton for fuels and R$ 1.72 per ton for chemicals. In Itaqui, the price was R$ 0.78 per cubic meter.
See “Item 10.1.f. Indebtedness level and debt profile”, “Item 10.8.b. Other off-balance sheet items” and “Item 10.8.a.i. Quantitative and qualitative description of investments in progress and estimated investments”.
We expect to meet these cash needs by means of a combination of cash from operations and financing, including new debt financing and the refinancing of some of our debt.
|
Ultrapar – Shareholders’ Meeting Manual
|
-
Funding sources for working capital and investment in non-current assets
We reported cash flow from operations of R$ 3,138.1 million, R$ 2,924.9 million and R$ 2,889.0 million in 2020, 2019 and 2018, respectively. The 7% increase in 2020 compared to 2019 is manly a result of lower working capital consumption in the period. In 2019, the continuation of initiatives adopted to optimize working cash contributed to cash flow steadiness from 2018, despite the reduced income. The increase in 2018 from 2017 reflects initiatives to optimize the businesses’ cash flow as well as increased usage of tax credits that year, partially offset by payment of a contract penalty for not acquiring Liquigás.
Cash flow from investment activities was R$ 2,136.4 million in 2020, of which R$ 1,116.8 million concern financial investments net of redemptions and R$ 1,019.6 million concern investment in fixed and intangible assets and capital injections into jointly controlled projects, all net of divested assets. In 2019, cash flow from investment activities was R$ 1,835.3 million, of which R$ 555.4 million concern financial investments net of redemptions and R$ 1,279.9 million were invested in fixed and intangible assets, capital injections into jointly controlled projects, and direct startup costs of right-of-use assets (associated with bids for port terminals that Ultracargo and Ipiranga won), all net of divested assets. In 2018, cash flow from investment activities was R$ 3,177.6 million, of which R$ 1,669.9 million concern financial investments net of redemptions (increased migration from cash equivalents to financial investments, which continue to offer immediate liquidity) and R$ 1,507.7 million were invested in subsidiary acquisitions, fixed and intangible assets, and capital injections into jointly controlled projects, all net of divested assets. In addition, in 2020, 2019 and 2018, R$ 356.0 million, R$ 330.1 million and R$ 390.2 million, respectively, were invested in contract assets with customers – exclusive rights.
Cash flow from financing activities produced cash consumption of R$ 592.3 million, R$ 2,922.2 million and R$ 801.0 million in 2020, 2019 and 2018, respectively. In 2020, cash consumption by funding activities was down R$ 2,329.9 million compared to 2019, due mainly to funding from new loans, especially preventive fundraising carried out at the beginning of the pandemic in Brazil, and reduced interest and dividends payments. In 2019, cash consumption by funding activities was up R$ 2,121.2 million compared to 2018, due mainly to reduced funding from new loans and increased interest payments, particularly in connection with the financing taken in 2013, which featured a bullet payment upon maturity. In 2018, cash flow from funding activities was down R$ 1,141.3 million compared to 2017, due mainly to increased financing amortization.
Accordingly, cash and cash equivalents totaled R$ 2,661.5 million in 2020, R$ 2,115.4 million in 2019 and R$ 3,939.0 million in 2018.
-
Funding sources for working capital and investment in non-current activities to be used in the event of liquidity shortfalls
We had no liquidity shortfalls in 2020, 2019 and 2018. We believe that Ultrapar has sufficient own resources and operational cash generation to finance its needs for working capital and investments estimated for 2021. In addition, if necessary, we have access to third party financing resources.
-
Indebtedness level and debt profile
Total debt in 2020, including all current and non-current liabilities, was up 24%, from R$ 19,771.6 million on December 31, 2019, to R$ 24,506.6 million on December 31, 2020, excluding the effects of IFRS 16. Considering the effects of IFRS 16, the growth of the total debt was 23%, from R$ 21,360.3 million on December 31, 2019 to R$ 26,339.9 million on December 31, 2020.
Gross financial debt was up 21% in the fiscal year from R$ 14,392.7 million in the fiscal year ending December 31, 2019, to R$ 17,376.2 million on December 31, 2020. Considering IFRS 16 effects, the increase would have been 20%, from R$ 15.981.4 million in the fiscal year ending December 31, 2019, to R$ 19,209.5 million on December 31, 2020. Short-term financial debt was 19% of our gross financial debt (ex-IFRS 16) in the period ending December 31, 2020, and 8% in the period ending 2019.
|
Ultrapar – Shareholders’ Meeting Manual
|
The table next shows our financial debt in the indicated periods:
|
Loans
|
Currency
|
Weighted average
financial charges
on December 31, 2020
|
Principal and interest accrued as of
|
|
|
|
|
|
12/31/2020
|
12/31/2019
|
12/31/2018
|
|
Foreign currency – denominated loans:
|
|
|
|
|
Foreign loan (*)
|
US$
|
LIBOR (1) + 1.0%
|
261.3
|
608.7
|
582.1
|
|
Foreign loan (*)
|
US$
|
+ 3.9%
|
1,047.6
|
1,057.4
|
985.3
|
|
Foreign loan
|
US$
|
LIBOR (1)
|
-
|
243.8
|
234.4
|
|
Financial institutions
|
US$
|
LIBOR (1) + 1.4%
|
312.2
|
604.7
|
620.6
|
|
Advances on foreign exchange contracts
|
US$
|
+3.7%
|
105.6
|
-
|
11.7
|
|
Financial institutions
|
US$
|
+2.5%
|
154.8
|
132.4
|
127.3
|
|
Foreign currency advances delivered
|
US$
|
-
|
-
|
-
|
1.5
|
|
Financial institutions
|
MX$ (2)
|
+8.4%
|
39.4
|
41.2
|
27.8
|
|
Financial institutions
|
MX$ (2)
|
TIIE (2)
|
-
|
-
|
4.0
|
|
BNDES
|
US$
|
-
|
-
|
0.2
|
2.6
|
|
Notes in the foreign market (*)
|
US$
|
+5.3%
|
7,267.7
|
4,213.7
|
2,889.6
|
|
Brazilian Reais-denominated loans:
|
|
|
|
|
|
|
Debentures – Ipiranga
|
R$
|
105.0% of DI
|
1,679.0
|
1,868.6
|
2,039.7
|
|
Banco do Brasil floating rate
|
R$
|
110.9% of DI
|
407.4
|
611.3
|
2,614.7
|
|
Debentures – 6th issue
|
R$
|
105.3% of DI
|
1,734.1
|
1,752.1
|
1,757.0
|
|
Promissory note – Ultrapar
|
R$
|
DI + 3.1%
|
1,038.5
|
-
|
-
|
|
Debentures – CRA
|
R$
|
95.8% of DI
|
2,037.6
|
2,036.6
|
2,029.5
|
|
Debentures – CRA (*)
|
R$
|
IPCA + 4.6%
|
1,000.8
|
941.6
|
833.2
|
|
Debentures – Tequimar
|
R$
|
+6.5%
|
92.5
|
89.3
|
-
|
|
BNDES
|
R$
|
TJLP (3)
|
-
|
62.6
|
147.9
|
|
BNDES
|
R$
|
SELIC (5)
|
-
|
30.4
|
51.5
|
|
Financial lease
|
R$
|
IGP-M (5)
|
-
|
-
|
46.1
|
|
FINEP
|
R$
|
-
|
-
|
12.8
|
22.6
|
|
FINEP
|
R$
|
TJLP (3) + 1.6%
|
29.8
|
41.3
|
53.2
|
|
Bank credit bill
|
R$
|
DI + 3.5%
|
50.7
|
-
|
50.1
|
|
Banco do Nordeste do Brasil (4)
|
R$
|
-
|
-
|
10.0
|
15.8
|
|
BNDES
|
R$
|
-
|
-
|
3.9
|
14.1
|
|
FINAME
|
R$
|
TJLP (3)
|
-
|
0.0
|
0.0
|
|
Total loans
|
|
|
17,259.1
|
14,362.7
|
15,162.2
|
|
Currency and interest-rate hedging instruments (**)
|
|
|
117.2
|
30.0
|
43.9
|
|
Total
|
|
|
17,376.2
|
14,392.7
|
15,206.1
|
|
|
|
|
|
|
|
|
(*) Operation designated for hedge accounting (see Note 33.h of the 2020 consolidated financial statements).
(**) Accumulated losses (see Note 33.i of the 2020 consolidated financial statements).
(1) LIBOR – London Interbank Offered Rate.
(2) MX$ is the Mexican currency (Mexican Peso) and TIIE is the Mexican equilibrium interfinancial interest rate.
(3) TJLP (Long-term Interest Rate) is the basic cost of financing for BNDES and is set by the National Monetary Council. On December 31, 2020, the TJLP was set at 4.55% per year.
(4) Contract linked to the rate of FNE fund (Northeast Constitutional Financing Fund) whose purpose is to promote the development of the industrial sector, managed by Banco do Nordeste do Brasil. As of December 31, 2020, the FNE interest rate was 10% per year, on which the FNE offers a non-delinquency bonus of 15%.
(5) SELIC = Sistema Especial de Liquidação e Custódia, the Central Bank of Brazil’s funds rate
|
Ultrapar – Shareholders’ Meeting Manual
|
Changes in loans, financing and debentures are shown below:
|
Balance as of 12/31/2019
|
14,362,7
|
|
New loans and debentures with cash effect
|
3,591.6
|
|
Interest accrued
|
757.2
|
|
Principal payments
|
(2,795.0)
|
|
Interest payments
|
(740.9)
|
|
Monetary and exchange rate variation
|
2,048.7
|
|
Change in fair value
|
34.7
|
|
Balance as of 12/31/2020
|
17,259.1
|
Our consolidated debt as of December 31, 2020 had the following maturity schedule:
|
Year
|
Maturity
|
|
|
(R$ million)
|
|
2021
|
3,255.9
|
|
2022
|
2,702.6
|
|
2023
|
3,091.6
|
|
2024
|
784.8
|
|
2025
|
231.3
|
|
2026 and later
|
7,310.0
|
|
Total
|
17,376.2
|
See “Item 10.1.c. Capacity to honor our financial obligations”.
-
Relevant loan and financing contracts
Notes in the foreign market
On October 6, 2016, the subsidiary Ultrapar International issued US$ 750 million (equivalent to R$ 3,897.5 million on December 31, 2020) in notes in the foreign market, maturing in October 2026, with interest rate of 5.25% per year, paid semi-annually. The issue price was 98.097% of the face value of the note. The notes were guaranteed by Ultrapar and its subsidiary IPP. Ultrapar has designated hedging instruments for this transaction (see Note 33.h.3 of the consolidated financial statements).
On June 6, 2019, the Ultrapar International subsidiary issued US$ 500 million (equivalent to R$ 2,598.4 million as of December 31, 2020) in notes in the foreign market, maturing in June 2029 with an interest rate of 5.25% per year, paid semi-annually. The issue price was 100% of the face value of the note. The notes were guaranteed by Ultrapar and its subsidiary IPP. Ultrapar has designated hedging instruments for this transaction (see Note 33.h.3 of the consolidated financial statements).
On June 21, 2019, subsidiary Ultrapar International repurchased US$ 200 million (equivalent to R$ 1,039.3 million as of December 31, 2020) of the notes in the foreign market maturing October 2026.
On July 13, 2020, subsidiary Ultrapar International reopened sales of the notes in the foreign market issued in 2019, in the amount of US$ 350 million (equivalent to R$ 1,818.8 million on December 31, 2020) maturing in June 2029 and at an interest rate of 5.25% p.a., paid semi-annually. The issue price was 99.994% of the note’s face value. The notes were secured by Ultrapar and its subsidiary IPP.
Because of the notes issued in the foreign market, Ultrapar and its subsidiaries are subject to certain commitments, including:
-
Restriction on sale of all, or substantially all assets of Ultrapar and its subsidiaries Ultrapar International and IPP.
-
Restriction on encumbrance of assets exceeding US$ 150 million (equivalent to R$ 779.5 million as of December 31, 2020), or 15% of Ultrapar’s consolidated tangible net assets.
Ultrapar and its subsidiaries are in compliance with the levels of covenants required by this debt. The restrictions imposed on Ultrapar and its subsidiaries are customary in transactions of this nature and have not limited their ability to conduct their business to date.
|
Ultrapar – Shareholders’ Meeting Manual
|
Foreign loans
1) Subsidiary IPP has foreign loans in the amount of US$ 235.0 million (equivalent to R$ 1,221.2 million as of December 31, 2020). IPP has hedged against floating interest rates in U.S. dollar and exchange rate variations, replacing the charges on foreign loans for an average 104.1% of CDI. IPP designated these hedging instruments as a fair-value hedge (see Note 33.h.1). Therefore, loans and hedging instruments are both recognized at fair value from inception, with changes in fair value recognized as profits or losses. The foreign loans are secured by Ultrapar.
The maturity of the foreign loans is distributed as follows:
|
Maturity
|
US$ (million)
|
|
R$ (million)
|
|
Cost as % of DI
|
|
Charges¹
|
16.9
|
|
87.7
|
|
—
|
|
Jul/21
|
60.0
|
|
311.8
|
|
101.8
|
|
Jun/22
|
50.0
|
|
259.8
|
|
105.0
|
|
Sep/23
|
60.0
|
|
311.8
|
|
105.0
|
|
Sep/23
|
65.0
|
|
337.8
|
|
104.8
|
|
Total / average cost
|
251.9
|
|
1,308.9
|
|
104.1
|
¹ Includes interest, transaction cost and market-to-market
In 2020, Subsidiary IPP carried out an early redemption of these financing in the amount of US$ 160.0 million. Starting from 2020, subsidiary IPP no longer has foreign loan contracts with covenant clauses.
2) Subsidiary Global Petroleum Products Trading Corporation (“GPPTC”) took a foreign loan in the amount of US$ 60.0 million, maturing on June 22, 2020 and financial charges at LIBOR + 2.0% per year, paid quarterly. Ultrapar, through its subsidiary Ultragaz, took a hedge against floating interest rates in US Dollars and foreign exchange variations, replacing the financial charges on foreign loans with 105.9% of DI. The loan was settled on maturity by subsidiary GPPTC.
Debêntures
1) In November 2019, the subsidiary Tequimar made its first issuance of debentures, in a single series of 90,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:
Quantity: 90,000
Face value util: R$ 1,000
Final maturity: November 19, 2024
Payment of the face value: Lump sum at final maturity
Interest: 6.47%
Payment of interest: Semi-annually
Reprice: Not applicable
The subsidiary Tequimar contracted hedging instruments subjected interest rate variation, changing the debentures fixed for 99.94% of the DI. Tequimar designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss.
|
Ultrapar – Shareholders’ Meeting Manual
|
2) In December 2018, the subsidiary IPP carried out its eighth issuance of debentures in the amount of R$ 900.0 million, in two series, being one of 660,000 and another of 240,000, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP. The debentures were subscribed with the purpose to bind the issuance of CRA. The financial settlement occurred on December 21, 2018. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:
First serie
Quantity: 660,000
Face unit value: R$ 1,000
Final maturity: December 18, 2023
Payment of the face value: Lump sum at final maturity
Interest: 97.5% of DI
Payment of interest: Semi-annually
Reprice: Not applicable
Second serie
Quantity: 240,000
Face unit value: R$ 1,000
Final maturity: December 15, 2025
Payment of the face value: Lump sum at final maturity
Interest: IPCA + 4.61%
Payment of interest: Annually
Reprice: Not applicable
The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 97.1% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
3) In March 2018, the Company made its sixth issuance of public debentures, in a single series of 1,725,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:
Quantity: 1,725,000
Face unit value: R$ 1,000
Final maturity: March 5, 2023
Payment of the face value: Lump sum at final maturity
Interest: 105.25% of DI
Payment of interest: Semi-annually
Reprice: Not applicable
|
Ultrapar – Shareholders’ Meeting Manual
|
4) In October 2017, the subsidiary IPP carried out its seventh issuance of debentures in the amount of R$ 944,077 thousand, in two series, being on of 730,384 and another of 213,693, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.
The debentures were later assigned and transferred to Vert Créditos Ltda., that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The financial settlement occurred on November 1, 2017. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:
First serie
Quantity: 730,384
Face unit value: R$ 1,000
Final maturity: October 24, 2022
Payment of the face value: Lump sum at final maturity
Interest: 95.0% of DI
Payment of interest: Semi-annually
Reprice: Not applicable
Second serie
Quantity: 213,693
Face unit value: R$ 1,000
Final maturity: October 24, 2024
Payment of the face value: Lump sum at final maturity
Interest: IPCA + 4.34%
Payment of interest: Annually
Reprice: Not applicable
The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 97.3% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
5) In July 2017, the subsidiary IPP made its sixth issuance of public debentures, in one single series of 1,500,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:
Quantity: 1,500,000
Face unit value: R$ 1,000
Final maturity: July 28, 2022
Payment of the face value: Annual as from July 2021
Interest: 105.0% of DI
Payment of interest: Annually
Reprice: Not applicable
6) In April 2017, the subsidiary IPP carried out its fifth issuance of debentures, in two series, being one of 660,139 and another of 352,361, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Eco Consult – Consultoria de Operações Financeiras Agropecuárias Ltda. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.
|
Ultrapar – Shareholders’ Meeting Manual
|
The debentures were later assigned and transferred to Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:
First serie
Quantity: 660,139
Face unit value: R$ 1,000
Final maturity: April 18, 2022
Payment of the face value: Lump sum at final maturity
Interest: 95.0% of DI
Payment of interest: Semi-annually
Reprice: Not applicable
Second serie
Quantity: 352,361
Face unit value: R$ 1,000
Final maturity: April 15, 2024
Payment of the face value: Lump sum at final maturity
Interest: IPCA + 4.68%
Payment of interest: Annually
Reprice: Not applicable
The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 93.9% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
7) In May 2016, the subsidiary IPP made its fourth issuance of public debentures, in one single series of 500 simple, nominative, registered debentures, nonconvertible into shares and unsecured, which main characteristics are as follows:
Quantity: 500
Face unit value: R$ 1 million
Final maturity: May 25, 2021
Payment of the face value: Annual as from May 2019
Interest: 105.0% of DI
Payment of interest: Semi-annually
Reprice: Not applicable
The debentures have maturity dates distributed as shown below (includes accrued interest through December 31, 2020):
|
Maturity
|
R$ million
|
|
Charges¹
|
205.5
|
|
May/21
|
166.7
|
|
Jul/21
|
750.0
|
|
Apr/22
|
660.1
|
|
Jul/22
|
750.0
|
|
Oct/22
|
730.4
|
|
Mar/23
|
1,725.3
|
|
Dec/23
|
660.0
|
|
Apr/24
|
352.4
|
|
Oct/24
|
213.7
|
|
Nov/24
|
90.0
|
|
Dec/25
|
240.0
|
|
Total
|
6,544.1
|
¹Includes interest, transaction cost and market to market.
|
Ultrapar – Shareholders’ Meeting Manual
|
BNDES
Ultrapar’s subsidiaries had BNDES financing for some of their investments and for working capital needs.
Ultrapar’s subsidiaries settled these loans in full early in 2020.
Financial institutions
The subsidiaries Oxiteno Mexico S.A. de C.V., Oxiteno USA LLC (“Oxiteno USA”) and Oxiteno Uruguay have loans for investments and working capital.
Subsidiary Oxiteno USA’s loans are at an average cost of LIBOR + 1.4% and mature as shown below:
|
Maturity
|
US$ (million)
|
|
R$ (million)
|
|
Charges¹
|
0.0
|
|
0.0
|
|
Mar/21
|
60.0
|
|
312.2
|
|
Total
|
60.0
|
|
312.2
|
¹ Including interest.
Proceeds from this loan were used for working capital funding and the construction of a new alkoxylation plant in the state of Texas.
Subsidiary Oxiteno USA carried out early settlement of US$ 70.0 million from these loans in 2020. From the third quarter of 2020, subsidiary Oxiteno USA has had no loan contracts including financial covenant clauses.
Banco do Brasil
Subsidiary IPP has floating rate loans with Banco do Brasil intended for the trading, processing or industrialization of farming products (ethanol).
The loans mature as follows (includes interest accrued as of December 31, 2020):
|
Maturity
|
|
|
May/21
|
204.3
|
|
May/22
|
203.1
|
|
Total
|
407.4
|
-
Other long-term relations with financial institutions
In addition to the relationships mentioned in items “10.1.f.i. Relevant loan and financing contracts” and “10.1.g. Limits of use of contracted loans and financing”, Ultrapar maintains long term relationships with financial institutions (i) in connection with the ordinary course of the business, such as the payroll of its employees, credit and collection, acquisition, payments and currency and interest rate hedging instruments and (ii) through a long-term contract between Ipiranga and Itaú Unibanco for the provision of financial services and management of the Ipiranga-branded credit cards.
|
Ultrapar – Shareholders’ Meeting Manual
|
-
Subordination of debt
For financing, real guarantees in the amount of R$ 75.0 million are maintained in 2020. Except for secured debt, there is no subordination among our existing debt contracts.
-
Any restrictions on the obligor, in particular as concerns indebtedness and contracting new debt, distribution of dividends, assets disposal, new securities issues, and disposal of a controlling equity stake, and whether or not the issuer has been in compliance therewith
Ultrapar and its subsidiaries have accepted covenants in connection with loans taken. The covenants applicable to Ultrapar and its subsidiaries are ordinary for operations of this type and have not limited to the companies’ ability to conduct their business to date.
Because of the notes issued in the overseas market, Ultrapar and its subsidiaries are subject to certain covenants, including:
-
Restriction on sale of all or substantially all assets of Ultrapar and its subsidiaries Ultrapar International and IPP;
-
Restriction on encumbrance of assets exceeding US$ 150 million (equivalent to R$ 779.5 million as at December 31, 2020), or 15% of Ultrapar’s consolidated tangible assets.
Ultrapar does not have loan agreements with financial covenant clauses.
The company abides by the covenants as provided in its loan contracts.
-
Limits of use of contracted loans and financings and percentages already used
Not applicable.
|
Ultrapar – Shareholders’ Meeting Manual
|
-
Main changes in each term of the financial statements
Ultrapar – Consolidated
|
|
12/31/2020
IFRS 16
|
12/31/2019
IFRS 16
|
12/31/2019
|
12/31/2018
|
12/31/2020
vs.
12/31/2019
(IFRS 16)
|
12/31/2019
vs.
12/31/2018
|
|
ASSETS
|
|
|
|
|
|
|
|
Cash, cash equivalents and financial investments
|
7,694.8
|
5,205.6
|
5,205.6
|
6,792.1
|
48%
|
-23%
|
|
Trade accounts receivable and reseller financing
|
3,868.1
|
4,072.0
|
4,072.0
|
4,436.6
|
-5%
|
-8%
|
|
Inventories
|
3,846.2
|
3,715.6
|
3,715.6
|
3,354.5
|
4%
|
11%
|
|
Recoverable taxes
|
1,410.9
|
1,447.7
|
1,447.7
|
896.9
|
-3%
|
61%
|
|
Contractual assets with customers – exclusive rights
|
478.9
|
465.5
|
465.5
|
484.5
|
3%
|
-4%
|
|
Other
|
190.2
|
151.8
|
197.8
|
247.2
|
25%
|
-20%
|
|
Total Current Assets
|
17,489.1
|
15,058.1
|
15,104.1
|
16,211.7
|
16%
|
-7%
|
|
Investments
|
167.5
|
181.6
|
181.6
|
129.1
|
-8%
|
41%
|
|
Property, plant and equipment
|
8,005.9
|
7,572.8
|
7,578.9
|
7,278.9
|
6%
|
4%
|
|
Intangibles assets
|
1,782.7
|
1,762.6
|
1,871.1
|
2,369.4
|
1%
|
-21%
|
|
Right to use assets
|
2,150.3
|
1,980.9
|
0.0
|
0.0
|
9%
|
n/a
|
|
Financial investments
|
977.4
|
506.5
|
506.5
|
202.3
|
93%
|
150%
|
|
Trade accounts receivable and reseller financing
|
491.5
|
418.4
|
418.4
|
429.8
|
17%
|
-3%
|
|
Deferred income tax
|
974.7
|
653.7
|
634.7
|
514.2
|
49%
|
23%
|
|
Taxes recoverable
|
1,736.0
|
872.3
|
872.3
|
747.2
|
99%
|
17%
|
|
Escrow deposits
|
949.8
|
921.4
|
921.4
|
881.5
|
3%
|
5%
|
|
Contractual assets with customers – exclusive rights
|
1,227.4
|
1,000.5
|
1,000.5
|
1,034.0
|
23%
|
-3%
|
|
Other
|
298.0
|
266.6
|
600.9
|
701.3
|
12%
|
-14%
|
|
Total Non-Current Assets
|
18,761.1
|
16,137.4
|
14,586.5
|
14,287.7
|
16%
|
2%
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
36,250.2
|
31,195.5
|
29,690.5
|
30,499.4
|
16%
|
-3%
|
|
LIABILITIES
|
|
|
|
|
|
|
|
Loans, financing and debentures
|
3,255.9
|
1,117.4
|
1,117.4
|
2,271.1
|
191%
|
-51%
|
|
Leases payable
|
260.2
|
206.4
|
3.2
|
2.8
|
26%
|
14%
|
|
Trade payables
|
4,040.7
|
2,700.1
|
2,700.1
|
2,731.7
|
50%
|
-1%
|
|
Salaries and related charges
|
468.6
|
405.6
|
405.6
|
428.2
|
16%
|
-5%
|
|
Taxes payable
|
286.0
|
269.9
|
269.9
|
268.0
|
6%
|
1%
|
|
Other
|
929.4
|
495.6
|
495.6
|
634.9
|
88%
|
-22%
|
|
Total Current Liabilities
|
9,240.8
|
5,195.1
|
4,991.9
|
6,336.8
|
78%
|
-21%
|
|
Loans, financing and debentures
|
14,120.3
|
13,275.3
|
13,275.3
|
12,888.9
|
6%
|
3%
|
|
Leases payable
|
1,573.1
|
1,382.3
|
43.7
|
43.2
|
14%
|
1%
|
|
Provisions for tax, civil and labor contingencies
|
854.4
|
884.1
|
884.1
|
865.2
|
-3%
|
2%
|
|
Post-employment benefits
|
257.6
|
243.9
|
243.9
|
204.2
|
6%
|
19%
|
|
Other
|
293.7
|
379.6
|
379.6
|
361.0
|
-23%
|
5%
|
|
Total Non-Current Liabilities
|
17,099.1
|
16,165.2
|
14,826.7
|
14,362.6
|
6%
|
3%
|
|
TOTAL LIABILITIES
|
26,339.9
|
21,360.3
|
19,818.6
|
20,699.4
|
23%
|
-4%
|
|
EQUITY
|
|
|
|
|
|
|
|
Capital stock
|
5,171.8
|
5,171.8
|
5,171.8
|
5,171.8
|
0%
|
0%
|
|
Reserves
|
5,006.7
|
4,542.3
|
4,542.3
|
4,646.2
|
10%
|
-2%
|
|
Treasury shares
|
(489.1)
|
(485.4)
|
(485.4)
|
(485.4)
|
1%
|
0%
|
|
Other
|
(155.6)
|
229.5
|
266.3
|
115.5
|
n/a
|
131%
|
|
Non-controlling interests
|
376.5
|
376.9
|
376.9
|
351.9
|
0%
|
7%
|
|
TOTAL EQUITY
|
9,910.3
|
9,835.2
|
9,872.0
|
9,800.0
|
1%
|
1%
|
|
TOTAL LIABILITIES AND EQUITY
|
36,250.2
|
31,195.5
|
29,690.5
|
30,499.4
|
16%
|
-3%
|
|
Ultrapar – Shareholders’ Meeting Manual
|
As from January 1, 2019, the Company adopted the IFRS 16 standard issued by the IASB. The Company chose the modified retrospective approach transition method, with the cumulative effect of the initial application of this new accounting pronouncement registered as an adjustment to the opening balance of shareholders’ equity but without restating comparative periods.
As from 1Q19, the Company adopted a new form of reporting for the holding company’s expenses, that include areas which expenses were previously recognized in the five businesses, enabling through the new form of reporting more transparency and comparability with peer companies. The separated expenses of Holding concern Ultrapar’s main governance bodies (including the Presidency, Board of Directors, Fiscal Council, and advisory committees to the Board of Directors), in addition to areas specific to a holding-company framework, such as investor relations and M&A.
As from January 1, 2018, the IFRS 9 and 15 standards issued by the IASB were adopted. In order to provide a comparative basis for the financial statements of 2018 compared to 2017 shown in this document, the numbers of 2017 incorporate these accounting changes, consequently differing from the values previously reported in the respective publications of results. In order to understand the effects of the new accounting rules, item 10.4.b contain explanations of the impacts on the principal accounts of the financial statements for fiscal year ended on December 31, 2017. Additional information can be found in Note 2.y of the financial statements of December 31, 2018.
Main changes in the consolidated balance sheet accounts as of December 31, 2020 compared to December 31, 2019.
To maintain comparability between the 2020 and 2019 information, profit/loss discussions are provided with adjustments in connection with IFRS 16 and segregation of the Holding expenses.
Assets
Current assets
Current assets totaled R$ 17,489.1 million on December 31, 2020, up R$ 2,431.0 million from December 31, 2019, due mainly to an increase in cash, cash equivalents and financial investments.
Cash, cash equivalents and financial investments (current assets)
Cash, cash equivalents and financial investments as part of current assets were R$ 7,694.8 million on December 31, 2020, up R$ 2,489.2 million from December 31, 2019, because of increased preventive funding in the period, mainly for the purposes of liquidity reinforcement in the face of the uncertainty arising from the pandemic.
Non-current assets
Non-current assets totaled R$ 18,761.1 million on December 31, 2020, up R$ 2,623.7 million from December 31, 2019, due mainly to an increase in property, plant and equipment, financial investments and taxes recoverable.
Property, plant & equipment
Property, plant & equipment totaled R$ 8,005.9 million on December 31, 2019, up R$ 433.1 million from December 31, 2019, due to investments made in fiscal year 2020, intended for production units maintenance and safety. These investments were partly offset by depreciation and amortization in the period.
Financial investments (non-current assets)
Financial investments totaled R$ 977.4 million on December 31, 2020, up R$ 470.9 million from December 31, 2019, due mainly to the appreciation of dollar on currency hedges.
Taxes recoverable (non-current assets)
Taxes recoverable totaled R$ 1,736.0 million on December 31, 2020, up R$ 863.7 million from December 31, 2019, due mainly to the constitution of extraordinary PIS/Cofins credits at Oxiteno and Ipiranga over the course of 2020.
|
Ultrapar – Shareholders’ Meeting Manual
|
Liabilities
Current liabilities
Current liabilities as of December 31, 2020 were R$ 9,240.8 million, up R$ 4,045.8 million from December 31, 2019, due mainly to an increase in loans, financing and debentures, and trade obligations.
Loans, financing and debentures (current liabilities)
Loans financing and debentures totaled R$ 3,255.9 million on December 31, 2020, up R$ 2,138.5 million from December 31, 2019, due mainly to a transfer of amounts coming due in 2021 from non-current to current liabilities and to new short-term funding.
Trade payables
The trade payables account was R$ 4,040.7 million on December 31, 2020, up R$ 1,340.6 million from December 31, 2019, with increases at Ipiranga and Oxiteno arising from initiatives embraced to lengthen trade payables periods and improve working capital.
Non-current liabilities
Non-current liabilities were R$ 17,099.1 million on December 31, 2020, up R$ 933.8 million from December 31, 2019. The increase in non-current liabilities reflects that in long-term loans, financing and debentures.
Loans, financing and debentures (non-current liabilities)
Loans, financing and debentures totaled R$ 14,120.3 million on December 31, 2020, up R$ 845.0 million from December 31, 2019, due mainly to new long-term funding arrangements and the devaluation of the Real on foreign financing.
Equity
Ultrapar’s equity totaled R$ 9,910.3 million on December 31, 2020, up R$ 75.1 million from December 31, 2019, due mainly to the effect of foreign exchange rate variations on overseas subsidiaries, and an increase in capital reserves and profit reserves. These effects were mitigated by the exchange rate variation of the cash flow hedge (equity income adjustment) and a reduction in additional dividends to the minimum required.
Main changes in the consolidated balance sheet accounts as of December 31, 2019 compared to December 31, 2018.
To maintain comparability between the 2019 and 2018 information, profit/loss discussions are provided without adjustments in connection with IFRS 16 and segregation of the Holding expenses.
Assets
Current assets
Current assets totaled R$ 15,104.1 million on December 31, 2019, a decrease of R$ 1,107.6 million in relation to December 31, 2018, principally due to a decrease in cash, cash equivalents and financial investments and trade receivables, partially offset by the an increase in inventories and recoverable taxes.
Cash, cash equivalents and financial investments (current assets)
Cash, cash equivalents and financial investments of current assets totaled R$ 5,205.6 million on December 31, 2019, a reduction of R$ 1,586.5 million in relation to December 31, 2018, mainly due to an increase in cash used to the amortization of loans in 2019.
|
Ultrapar – Shareholders’ Meeting Manual
|
Trade receivables and resellers’ financing (current assets)
Trade receivables amounted to R$ 4,072.0 million on December 31, 2019, a decrease of R$ 364.5 million in relation to December 31, 2018, mainly a function of a reduction in Ipiranga and Oxiteno.
Inventories
Inventories amounted to R$ 3,715.6 million on December 31, 2019, an increase of R$ 361.0 million in relation to December 31, 2018, largely a function of an increase in the levels of fuel inventory at Ipiranga.
Recoverable taxes (current assets)
Recoverable taxes amounted to R$ 1,447.7 million on December 31, 2019, an increase of R$ 550.8 million in relation to December 31, 2018, largely a function of an increase in non-recurring credits and credits to be compensated.
Non-current assets
Non-current assets totaled R$ 14,586.5 million on December 31, 2019, an increment of R$ 298.8 million in relation to December 31, 2018, largely a function of an increase in property, plant and equipment and intangible assets.
Property, plant and equipment
Property, plant and equipment amounted to R$ 7,578.9 million on December 31, 2019, an increase of R$ 300.0 million in relation to December 31, 2018, a reflection of investments undertaken during 2019, principally in Ultracargo, allocated to the expansion of the Itaqui and Santos terminals. These investments were partially offset by depreciation and amortization in the period.
Liabilities
Current liabilities
Current liabilities on December 31, 2019 were R$ 4,991.9 million, a decline of R$ 1,344.9 million in relation to December 31, 2018, mainly due to the payment of loans.
Loans, financing and debentures (current liabilities)
Loans, financing and debentures totaled R$ 1,120.7 million on December 31, 2019, a decline of R$ 1,153.3 million in relation to December 31, 2018, largely due to the amortization of loans due in 2019, besides the amortization in advance in the amount of R$ 400.0 million of loans with Banco do Brasil, and a lower amount of loans maturing in 2020.
Non-current liabilities
Non-current liabilities were R$ 14,826.7 million on December 31, 2019, an increase of R$ 464.1 million in relation to December 31, 2018. The increase in non-current liabilities is due to an increase in long-term loans.
Loans, financing and debentures (non-current liabilities)
Loans, financing and debentures totaled R$ 13,319.0 million on December 31, 2019, an increase of R$ 386.9 million in relation to December 31, 2018, principally due to new funding of long-term loans and lower transfer of loans from long-term to short-term.
|
Ultrapar – Shareholders’ Meeting Manual
|
Equity
Ultrapar’s equity totaled R$ 9,872.0 million on December 31, 2019, an increase of R$ 71.9 million in relation to December 31, 2018, due to an increase in additional dividends to the minimum mandatory, partially offset by the lower profit reserves and FX variation of the cash flow hedge.
Main changes in the consolidated balance sheet accounts as of December 31, 2018 compared to December 31, 2017.
Assets
Current assets
Current assets totaled R$ 16,221.7 million on December 31, 2018, an increase of R$ 721.6 million in relation to December 31, 2017, principally due to increased cash, cash equivalents and financial investments and trade receivables.
Cash, cash equivalents and financial investments (current assets)
Cash, cash equivalents and financial investments totaled R$ 6,792.1 million on December 31, 2018, an increase of R$ 506.6 million in relation to December 31, 2017, mainly due to increase in operating cash flow.
Trade receivables and resellers’ financing (current assets)
Trade receivables amounted to R$ 4,436.6 million on December 31, 2018, an increase of R$ 288.7 million in relation to December 31, 2017, mainly a function of an increase in net revenues.
Non-current assets
Non-current assets totaled R$ 14,287.7 million on December 31, 2018, an increment of R$ 1,493.5 million in relation to December 31, 2017, largely a function of increases in property, plant and equipment and intangible assets, as a consequence of investments made, and recoverable taxes.
Property, plant and equipment
Property, plant and equipment amounted to R$ 7,278.9 million on December 31, 2018, an increase of R$ 641.0 million in relation to December 31, 2017, a reflection of investments undertaken during 2018 principally in Oxiteno, which unveiled its new plant in the United States in September 2018. These investments were partially offset by depreciation and amortization in the period.
Recoverable taxes (non-current assets)
Recoverable taxes amounted to R$ 852.8 million on December 31, 2018, an increase of R$ 539.5 million in relation to December 31, 2017, mainly due to the increase in extemporaneous credits and credits to be offset.
|
Ultrapar – Shareholders’ Meeting Manual
|
Liabilities
Current liabilities
Current liabilities on December 31, 2018 were R$ 6,336.8 million, a decline of R$ 672.9 million in relation to December 31, 2017, mainly due to the decrease in loans, financing and debentures, albeit partially offset by increases in trade payables.
Loans, financing and debentures (current liabilities)
Loans, financing and debentures totaled R$ 2,274.0 million on December 31, 2018, a decline of R$ 1,229.7 million in relation to December 31, 2017, largely due to the amortization of loans falling due in 2018, partially offset by the transfer of an amount due in 2019 from non-current liabilities to current liabilities, and preserving Ultrapar’s debt profile. See “Non-current liabilities – Loans, debentures and financial leases”.
Trade payables
Trade payables amounted to R$ 2,731.7 million on December 31, 2018, an increase of R$ 576.2 million in relation to December 31, 2017, mainly due to increases in suppliers accounts at Ipiranga and Oxiteno, consequence of increase in costs during 2018 and an increase in days payables outstanding in Ipiranga and Oxiteno.
Non-current liabilities
Non-current liabilities were R$ 14,362.6 million on December 31, 2018, an increase of R$ 2,711.9 million in relation to December 31, 2017. The increase in non-current liabilities is due to a higher figure for loans, financing and debentures.
Loans, financing and debentures (non-current liabilities)
Loans, financing and debentures totaled R$ 12,932.2 million on December 31, 2018, an increase of R$ 2,845.2 million in relation to December 31, 2017, principally due to new funding, but attenuated by the transfer of an amount falling due in 2019 from non-current to current liabilities, Ultrapar’s debt profile being preserved.
Equity
Ultrapar’s equity totaled R$ 9,800.0 million on December 31, 2018, an increase of R$ 176.0 million in relation to December 31, 2017 due to the increase in profit reserves, reflecting 2018 earnings.
|
Ultrapar – Shareholders’ Meeting Manual
|
Main change in the consolidated income statements for the fiscal year ending December 31, 2020 compared to the fiscal year ending December 31, 2019
|
|
Year ending December 31, 2020 IFRS 16
|
|
% of revenues net of services
|
|
Year ending December 31, 2019 IFRS 16
|
|
% of revenues net of services
|
|
∆(%) 2020 vs. 2019
|
|
Net revenue from sales and services
|
81,241.1
|
|
100%
|
|
89,298.0
|
|
100%
|
|
-9%
|
|
Cost of goods and services sold
|
(75,628.2)
|
|
93%
|
|
(83,187.1)
|
|
93%
|
|
-9%
|
|
Gross profit
|
5,612.9
|
|
7%
|
|
6,110.9
|
|
7%
|
|
-8%
|
|
General, administrative, sales, and commercial expenses
|
(4,098.4)
|
|
5%
|
|
(4,366.6)
|
|
5%
|
|
-6%
|
|
Other operating results, net
|
221.4
|
|
0%
|
|
179.6
|
|
0%
|
|
23%
|
|
Proceeds from the disposal of assets
|
76.1
|
|
0%
|
|
(30.0)
|
|
0%
|
|
n/a
|
|
Impairment
|
-
|
|
n/a
|
|
(593.3)
|
|
1%
|
|
n/a
|
|
Operating income
|
1,812.1
|
|
2%
|
|
1,300.6
|
|
1%
|
|
39%
|
|
Financial results
|
(269.4)
|
|
0%
|
|
(506.9)
|
|
1%
|
|
-47%
|
|
Equity income
|
(43.6)
|
|
0%
|
|
(12.1)
|
|
0%
|
|
259%
|
|
Income tax and social contribution
|
(571.4)
|
|
1%
|
|
(378.6)
|
|
0%
|
|
51%
|
|
Net income
|
927.7
|
|
1%
|
|
402.9
|
|
0%
|
|
130%
|
|
Net income attributable to
|
|
|
|
|
|
|
|
|
|
|
Shareholders of Ultrapar
|
893.4
|
|
1%
|
|
373.5
|
|
0%
|
|
139%
|
|
Non-controlling shareholders of subsidiaries
|
34.3
|
|
0%
|
|
29.4
|
|
0%
|
|
17%
|
|
Depreciation and amortization ¹
|
1,556.6
|
|
2%
|
|
1,500.0
|
|
2%
|
|
4%
|
|
Adjusted EBITDA
|
3,478.5
|
|
4%
|
|
2,800.3
|
|
3%
|
|
24%
|
¹ Includes amortization of contractual assets with clients – exclusive rights
EBITDA – Earnings Before Interest, Taxes, Depreciation and Amortization; Adjusted EBITDA – adjusted for amortization of contractual assets with customers - exclusive rights and results of cash flow hedge from bonds; and EBIT – Earnings Before Interest and Taxes, are presented in accordance with CVM Instruction 527, issued by CVM on October 4, 2012. The calculation of Adjusted EBITDA from net income is shown below:
|
(R$ million)
|
2020 IFRS 16
|
|
2019 IFRS 16
|
|
∆(%) 2020 vs 2019
|
|
Net Income
|
927.7
|
|
402.9
|
|
130%
|
|
(+) Income tax and social contribution
|
571.4
|
|
378.6
|
|
|
|
(+) Net financial revenue (expense)
|
269.4
|
|
506.9
|
|
|
|
(+) Depreciation and amortization
|
1,267.2
|
|
1,144.7
|
|
|
|
EBITDA
|
3,035.6
|
|
2,433.1
|
|
25%
|
|
Adjustments
|
|
|
|
|
|
|
(+) Amortization of contractual assets with clients – exclusive rights (Ipiranga)
|
287.8
|
|
355.1
|
|
|
|
(+) Amortization of contractual assets with clients – exclusive rights (Ultragaz)
|
1.6
|
|
0.2
|
|
|
|
(+) Cash flow hedge (bonds)
|
153.5
|
|
11.9
|
|
|
|
Adjusted EBITDA
|
3,478.5
|
|
2,800.3
|
|
24%
|
|
Ultrapar – Shareholders’ Meeting Manual
|
The purpose of including Adjusted EBITDA information is to provide a measure used by the management for internal assessment of our operating results, besides being a directly or indirectly related measure to a portion of our employee profit sharing plan. It is also a financial indicator widely used by investors and analysts to measure our ability to generate cash from operations and our operating performance. We believe Adjusted EBITDA allows a better understanding not only of our financial performance but also of our capacity of meeting the payment of interest and principal from our debt and of obtaining resources for our investments and working capital. Our definition of Adjusted EBITDA may differ from similarly titled measures used by other companies, and may not be comparable, thereby limiting its usefulness as a comparative measure. Because Adjusted EBITDA excludes net financial expenses (income), income tax and social contribution and depreciation and amortization, it provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or changes in income and social contribution taxes, depreciation and amortization. Adjusted EBITDA is not a measure of financial performance under accounting practices adopted in Brazil or IFRS. Adjusted EBITDA should not be considered in isolation, or as a substitute for net income, as a measure of operating performance, as a substitute for cash flows from operations or as a measure of liquidity. Adjusted EBITDA has material limitations that impair its value as a measure of a company’s overall profitability since it does not address certain ongoing costs of our business that could significantly affect profitability such as financial expenses, income taxes and depreciation and amortization.
Overview of sales volume
|
|
2020
|
|
2019
|
|
∆ (%) 2020 - 2019
|
|
Ultragaz (000 tons)
|
1,732
|
|
1,706
|
|
2%
|
|
Ultracargo (000 m³)
|
12,244
|
|
10,779
|
|
14%
|
|
Oxiteno (000 tons)
|
753
|
|
734
|
|
3%
|
|
Ipiranga (000 m³)
|
21,461
|
|
23,494
|
|
-9%
|
|
Extrafarma (stores at yearend)
|
405
|
|
416
|
|
-3%
|
Sales volume at Ultragaz was up 2% in 2020, reflecting market growth in the period. In the bottled segment, volume was up 2% because of increased household consumption, which was boosted by pandemic-related restrictions. In the bulk segment, volume remained steady, with increased industrial and special gases (propellants) sales, mitigated by a reduced volume of sales to retail and services, which were hit hardest by pandemic-related isolation measures. Ultracargo’s cubic meters sold was up 14%, due to capacity expansions at Santos and Itaqui in 2H19 and 1H20 and to improved efficiency using the existing tankage. Oxiteno’s sales volume was up 3% in 2020. Specialty chemicals volume was up 6%, due to strong sales to the hygiene & cleaning and agribusiness segments on the domestic front, increased sales in the United States, and increased exports. The commodities volume was down 10% YoY, due to reduced market demand. Ipiranga’s sales volume was down 9% in 2020 because of the effects of the coronavirus pandemic, which had a material impact on fuels consumption in Brazil, particularly in the second quarter of 2020, with a gradual recovery since then. For additional information on the pandemic, see “Item 10.9. Comments on other material facts affecting operating performance”. The Otto cycle, which was the hardest hit segment, was down 14% in the fiscal year, whereas Diesel was down 3%. Extrafarma opened 2 new stores and closed down 13 in 2020, a 3% reduction to the chain, which reached yearend at 405 stores. At yearend, maturing stores (those in operation for up to three years) represented 25% of the chain, due to more selective expansion and increased strictness regarding poorly performing stores.
|
Ultrapar – Shareholders’ Meeting Manual
|
Net revenues
|
(R$ million)
|
2020
|
|
2019
|
|
∆(%) 2020 - 2019
|
|
Ultragaz
|
7,408.3
|
|
7,094.8
|
|
4%
|
|
Ultracargo
|
644.2
|
|
540.8
|
|
19%
|
|
Oxiteno
|
5,210.7
|
|
4,254.2
|
|
22%
|
|
Ipiranga
|
66,133.0
|
|
75,452.5
|
|
-12%
|
|
Extrafarma¹
|
2,106.4
|
|
2,174.2
|
|
-3%
|
¹ Gross revenue
Ultrapar reported net revenues from sales and services of R$ 81,241.1 million in 2020, down 9% from 2019, due mainly to decreasing revenues at Ipiranga. Net revenues at Ultragaz were up 4%, due mainly to the increased sales volume and LPG price adjustments on the part of Petrobras. Ultracargo’s net revenues were up 19%, boosted by increased fuels handling because of expansions and spot handling jobs, as well as higher fees arising from contract readjustments. At Oxiteno, net revenues were up 22%, due to the average 31% depreciation of the Brazilian Real (R$ 1.21/US$) and increased sales volume, partially offset by the 6% decrease in average US Dollar-denominated prices, following the drop in the international prices of petrochemicals. Ipiranga’s net revenues were down 12%, due mainly to the reduced sales volume and shifts in average fuel prices. Gross revenues at Extrafarma were down 3%, due to the smaller number of stores (-3%) and the temporary closing of 7% of shopping-mall stores in some months of the year and reduced customer flow because of the pandemic. These effects were mitigated by increased sales at the same stores while operational (+4%), driven by the increased average ticket and the reinforcement and expansion of online channel sales.
Cost of goods and services sold
|
(R$ million)
|
2020 IFRS 16
|
|
2019 IFRS 16
|
|
∆ (%) 2020 - 2019
|
|
Ultragaz
|
6,310.2
|
|
6,105.0
|
|
3%
|
|
Ultracargo
|
270.0
|
|
261.0
|
|
3%
|
|
Oxiteno
|
4,188.7
|
|
3,537.6
|
|
18%
|
|
Ipiranga
|
63,609.9
|
|
71,962.7
|
|
-12%
|
|
Extrafarma
|
1,399.1
|
|
1,462.3
|
|
-4%
|
Ultrapar´s cost of goods and services sold was R$ 75,628.2 million in 2020, down 9% from 2019 because of reduced costs at Ipiranga and Extrafarma. Ultragaz’s cost of goods sold was up 3% because of the increased sales volume and LPG cost readjustments on the part of Petrobras, in addition of increased freight expenses because of the need to collect LPG in more remote supply points and of increased storage costs. The cost of services provided at Ultracargo was up 3% because of YoY capacity increases. At Oxiteno, the cost of goods sold was up 18% because of the average 31% depreciation of the Brazilian Real (R$ 1.21/US$) and increased sales volume, partially offset by the 12% decrease in average unit costs in US Dollars. Ipiranga’s cost of goods sold was down 12% because of the smaller sales volume (as a result of the pandemic) and of shifts in average fuel prices. The cost of goods sold at Extrafarma was down 4% due mainly to reduced sales.
Gross profit
Ultrapar recognized R$ 5,612.9 million in gross profit in 2020, down 8% from 2019, because of Ipiranga’s decreased gross profit stemming from the reasons discussed above.
General, administrative, sales and commercial expenses
|
(R$ million)
|
2020 IFRS 16
|
|
2019 IFRS 16
|
|
∆ (%) 2020 - 2019
|
|
Ultragaz
|
620.2
|
|
636.5
|
|
-3%
|
|
Ultracargo
|
129.9
|
|
133.4
|
|
-3%
|
|
Oxiteno
|
819.6
|
|
724.2
|
|
13%
|
|
Ipiranga
|
1,707.7
|
|
2,002.1
|
|
-15%
|
|
Extrafarma
|
653.6
|
|
738.5
|
|
-11%
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Ultrapar recognized general, administrative, selling and commercial expenses of R$ 4,098.4 million in 2020, down 6% from 2019, due to reduced expenses at Ultragaz, Ultracargo, Ipiranga and Extrafarma. At Ultragaz, general, administrative and selling expenses were down 3%. Despite the increase on freight expenses as a result of increased volume and inflation, and higher expenses with consulting for operational efficiency gains, Ultragaz adopted several initiatives to reduce expenses, particularly as concerns the payroll line, in addition to reduced materials expenses and reduced provisions for doubtful accounts. Utracargo’s general, administrative and selling expenses were down 3% because of reduced payroll expenses, mitigated by increased spending on information systems to strengthen the technology platform, and conceptual engineering plans for expansion studies. At Oxiteno, general, administrative and selling expenses were up 13% because of increased freight spending (increased volume and exchange rate effect on overseas freight), the effect of foreign exchange variations on the expenses of international units, and expense-reduction efforts. Ipiranga’s general, administrative and selling expenses were down 15%, due mainly to reduced payroll and freight spending (lower sales volume), and smaller provisions for doubtful accounts and withholding expenses on several fronts. Extrafarma’s general, administrative and selling expenses were down 11%, reflecting the reduced number of stores and initiatives in the areas of expense withholding, productivity gains, and logistics optimization.
Depreciation and amortization
Total costs and expenses with depreciation and amortization in 2020 were R$ 1,556.6 million, up 4% from 2019 because of investments made over the period and increased software amortization.
Other operating income
Ultrapar recognized net operating income of R$ 221.4 million in 2020, up 23% from 2019, reflecting the constitution of tax credits at Oxiteno and Ultracargo in 2020. This was partly offset by the appropriation of costs associated with Renovabio targets at Ipiranga in the same period. In addition, 2019 had the Consent Decree recognition at Ultracargo and tax credits at Extrafarma.
Income from the disposal of assets
The R$ 106.2 million increase in the income from the disposal of assets line is mainly due to the sale of Ipiranga real estates in 2020, the pruning of Extrafarma stores, and the write-off of Oxiteno Andina assets in 2019.
Impairment
The R$ 593.3 million entry on this line in 2019 concerns impairment associated with the Extrafarma goodwill acquisition premium.
Operating income
Ultrapar posted R$ 1,812.1 million in operating income in 2020, up 39% from 2019, due mainly to the 2019 recognition of impairment at Extrafarma.
Financial results
Ultrapar’s financial results were a net expense of R$ 269.4 million in 2020, down 47% from 2019 due mainly to the appropriation of interest on non-recurring tax credits in the amount of R$ 238.3 million that year.
Net income for the fiscal year
Ultrapar’s consolidated net income was R$ 927.7 million in 2020, up 130% from 2019, due mainly to the period’s increased EBITDA and reduced financial expenses, partially offset by higher taxes and higher depreciation and amortization costs and expenses.
|
Ultrapar – Shareholders’ Meeting Manual
|
Adjusted EBITDA
|
Reported (R$ million)
|
2020 IFRS 16
|
|
2019 IFRS 16
|
|
∆ (%) 2020 - 2019
|
|
Ultragaz
|
729.1
|
|
586.7
|
|
24%
|
|
Ultracargo
|
337.5
|
|
164.8
|
|
105%
|
|
Oxiteno
|
784.9
|
|
221.6
|
|
254%
|
|
Ipiranga
|
1,711.7
|
|
2,486.6
|
|
-31%
|
|
Extrafarma
|
84.3
|
|
(565.9)
|
|
n/a
|
|
Ex- non-recurring (R$ million)
|
2020 IFRS 16
|
|
2019 IFRS 16
|
|
∆ (%) 2020 - 2019
|
|
Ultragaz
|
729.1
|
|
586.7
|
|
24%
|
|
Ultracargo
|
325.7
|
|
230.4
|
|
41%
|
|
Oxiteno
|
629.2
|
|
235.6
|
|
167%
|
|
Ipiranga
|
1,711.7
|
|
2,486.6
|
|
-31%
|
|
Extrafarma
|
84.3
|
|
27.4
|
|
208%
|
For better comparability between 2020 and 2019 results and an analysis of the effective performance of Ultrapar and its businesses, we have excluded the following non-recurring effects: in 2019, the impairment of Extrafarma, in the amount of R$ 593.3 million; the Consent Decree at Ultracargo, in the amount of R$ 65.5 million; and the write-off of Oxiteno Andina assets in the amount of R$ 14.0 million; and, in 2020, tax credits in the amount of R$ 155.7 million and R$ 11.7 million at Oxiteno and at Ultracargo, respectively.
Ultrapar’s adjusted EBITDA was R$ 3,478.5 million in 2020, up 24% from 2019. Ex- the non-recurring effects above, Ultrapar’s Adjusted EBITDA would have been R$ 3,311.1 million, down 5% from 2019. Ultragaz’s EBITDA set a new record, totaling R$ 729.1 million, up 24%, due mainly to the increased sales volume, improved operating efficiency, and reduced expenses. Ultracargo’s EBITDA also set a new record, at R$ 337.5 million, up 41% ex the effects named above, due to capacity expansions and efficiency gains at the terminals, contract readjustments, and productivity gains. Oxiteno was the third business to post new record EBITDA levels, at R$ 784.9 million, up 167%, ex non-recurring effects, due mainly to (i) increased sales volume, (ii) improved US Dollar-denominated contribution margins, (iii) ramp-up of the US Plant, and (iv) average 31% depreciation of the Brazilian Real (R$ 1.21/US$). Ipiranga’s EBITDA was R$ 1,711.7 million, down 31% because of the lower sales volume and narrower margins, aggravated by oscillating fuel costs and the reduction in other operating results. Extrafarma’s EBITDA was R$ 84.3 million, up a sharp 208% ex the 2019 impairment, due to (i) the maturity of chain elements in the past 3 years, (ii) the pruning process and improved return on the chain, (iii) improved margins; and (iv) initiatives for productivity gains and expenses reduction.
|
Ultrapar – Shareholders’ Meeting Manual
|
Main change in the consolidated income statements for the fiscal year ending December 31, 2019 compared to the fiscal year ending December 31, 2018
|
(R$ million)
|
Year ending December 31, 2019 IFRS 16
|
|
|
% of net sales and services
|
|
Year ending December 31, 2019
|
|
|
% of net sales and services
|
|
Year ending December 31, 2018
|
|
|
% of net sales and services
|
|
Percent change 2019-2018
|
|
Net revenue from sales and services
|
89,298.0
|
|
|
100%
|
|
89,298.0
|
|
|
100%
|
|
90,698.0
|
|
|
100%
|
|
-2%
|
|
Cost of products and services sold
|
(83,187.1
|
)
|
|
93%
|
|
(83,201.4
|
)
|
|
93%
|
|
(84,537.4
|
)
|
|
93%
|
|
-2%
|
|
Gross profit
|
6,110.9
|
|
|
7%
|
|
6,096.6
|
|
|
7%
|
|
6,160.6
|
|
|
7%
|
|
-1%
|
|
Selling, marketing, general and administrative expenses
|
(4,366.6
|
)
|
|
5%
|
|
(4,421.3
|
)
|
|
5%
|
|
(4,296.7
|
)
|
|
5%
|
|
3%
|
|
Other operating income, net
|
179.6
|
|
|
0%
|
|
179.6
|
|
|
0%
|
|
57.5
|
|
|
0%
|
|
212%
|
|
Income from disposal of assets
|
(30.0
|
)
|
|
0%
|
|
(31.7
|
)
|
|
0%
|
|
(22.1
|
)
|
|
0%
|
|
243%
|
|
Impairment
|
(593.3
|
)
|
|
1%
|
|
(593.3
|
)
|
|
1%
|
|
-
|
|
|
n/a
|
|
n/a
|
|
Operating income
|
1,300.6
|
|
|
1%
|
|
1,229.9
|
|
|
1%
|
|
1,899.4
|
|
|
2%
|
|
-35%
|
|
Financial results
|
(506.9
|
)
|
|
1%
|
|
(380.2
|
)
|
|
0%
|
|
(113.5
|
)
|
|
0%
|
|
235%
|
|
Equity in earnings (losses) of affiliates
|
(12.1
|
)
|
|
0%
|
|
(12.1
|
)
|
|
0%
|
|
(14.8
|
)
|
|
0%
|
|
-18%
|
|
Income and social contribution taxes
|
(378.6
|
)
|
|
0%
|
|
(397.7
|
)
|
|
0%
|
|
(638.7
|
)
|
|
1%
|
|
-38%
|
|
Net income
|
402.9
|
|
|
0%
|
|
440.0
|
|
|
0%
|
|
1,132.3
|
|
|
1%
|
|
-61%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of Ultrapar
|
373.5
|
|
|
0%
|
|
410.1
|
|
|
0%
|
|
1,150.4
|
|
|
1%
|
|
-64%
|
|
Non-controlling shareholders of the subsidiaries
|
29.4
|
|
|
0%
|
|
29.8
|
|
|
0%
|
|
(18.1
|
)
|
|
0%
|
|
-265%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization²
|
1,500.0
|
|
|
2%
|
|
1,206.5
|
|
|
1%
|
|
1,184.3
|
|
|
1%
|
|
2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
2,800.3
|
|
|
3%
|
|
2,436.2
|
|
|
3%
|
|
3,068.9
|
|
|
3%
|
|
-21%
|
¹ Includes amortization of contractual assets with clients – exclusive rights
EBITDA – Earnings Before Interest, Taxes, Depreciation and Amortization; Adjusted EBITDA – adjusted for amortization of contractual assets with customers - exclusive rights and results of cash flow hedge from bonds; and EBIT – Earnings Before Interest and Taxes, are presented in accordance with CVM Instruction 527, issued by CVM on October 4, 2012. The calculation of Adjusted EBITDA from net income is shown below:
|
(R$ million)
|
2019 IFRS 16
|
|
2019
|
|
2018
|
|
∆(%) 2019 vs 2018
|
|
Net income
|
402.9
|
|
440.0
|
|
1,132.3
|
|
- 61%
|
|
(+) Income and social contribution taxes
|
378.6
|
|
397.7
|
|
638.7
|
|
|
|
(+) Financial result, net
|
506.9
|
|
380.2
|
|
113.5
|
|
|
|
(+) Depreciation and amortization
|
1,144.7
|
|
851.2
|
|
812.5
|
|
|
|
EBITDA
|
2,433.1
|
|
2,069.0
|
|
2,697.1
|
|
- 23%
|
|
Adjustments
|
|
|
|
|
|
|
|
|
(+) Cash flow hedge from bonds
|
11.9
|
|
11.9
|
|
-
|
|
|
|
(+) Amortization of contractual assets with customers – exclusive rights (Ipiranga and Ultragaz)
|
355.2
|
|
355.2
|
|
371.8
|
|
|
|
Adjusted EBITDA
|
2,800.3
|
|
2,436.2
|
|
3,068.9
|
|
- 21%
|
The purpose of including Adjusted EBITDA information is to provide a measure used by the management for internal assessment of our operating results, besides being a directly or indirectly related measure to a portion of our employee profit sharing plan. It is also a financial indicator widely used by investors and analysts to measure our ability to generate cash from operations and our operating performance. We also calculate EBITDA in connection with covenants related to some of our financing, as described in item 10.1.iv and in Note 16 of the financial statements. We believe Adjusted EBITDA allows a better understanding not only of our financial performance but also of our capacity of meeting the payment of interest and principal from our debt and of obtaining resources for our investments and working capital. Our definition of Adjusted EBITDA may differ from similarly titled measures used by other companies, and may not be comparable, thereby limiting its usefulness as a comparative measure. Because Adjusted EBITDA excludes net financial expenses (income), income tax and social contribution and depreciation and amortization, it provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or changes in income and social contribution taxes, depreciation and amortization. Adjusted EBITDA is not a measure of financial performance under accounting practices adopted in Brazil or IFRS. Adjusted EBITDA should not be considered in isolation, or as a substitute for net income, as a measure of operating performance, as a substitute for cash flows from operations or as a measure of liquidity. Adjusted EBITDA has material limitations that impair its value as a measure of a company’s overall profitability since it does not address certain ongoing costs of our business that could significantly affect profitability such as financial expenses, income taxes and depreciation and amortization.
|
Ultrapar – Shareholders’ Meeting Manual
|
Overview of sales volume
|
|
2019
|
|
2018
|
|
∆ (%) 2019 - 2018
|
|
Ipiranga (000 m³)
|
23,494
|
|
23,680
|
|
-1%
|
|
Oxiteno (000 tons)
|
734
|
|
769
|
|
-5%
|
|
Ultragaz (000 tons)
|
1,706
|
|
1,725
|
|
-1%
|
|
Ultracargo (000 m³)
|
782
|
|
757
|
|
3%
|
|
Extrafarma (stores at yearend)
|
416
|
|
433
|
|
-4%
|
Ipiranga’s sales volume fell 1% in 2019, reflecting greater competition in the market, especially in the large customers segment, with a decline in diesel volumes of 4%, attenuated by an increase of 3% in fuel for light vehicles (Otto cycle). For Oxiteno, specialty chemicals sales volume dropped 4% with lower sales across various segments due to the modest performance of the economy in Oxiteno’s Latin American markets, in addition to a decrease in exports. Commodities’ sales volume was 7% lower compared with 2018, when Oxiteno posted above average sales in this segment. Ultragaz’s total sales volume fell 1% in 2019, reflecting weaker demand and the temporary interruption in the supply of LPG, partially offset by the addition of new resellers and growth in the sale of special gases. Ultracargo’s average storage in 2019 increased 3% year-over-year mainly due to greater fuel handling at Suape, Itaqui and Santos terminals. Extrafarma opened 29 new stores and closed 46 in 2019, a reduction of 4% in the network. At the end of the period maturing stores (with three years or less of operations) accounted for 45% of the network, a reflection of the pace of expansion in recent years.
Net revenues
|
(R$ million)
|
2019
|
|
2018
|
|
∆(%) 2019 - 2018
|
|
Ipiranga
|
75,452.5
|
|
76,473.4
|
|
-1%
|
|
Oxiteno
|
4,254.2
|
|
4,748.4
|
|
-10%
|
|
Ultragaz
|
7,094.8
|
|
7,043.2
|
|
1%
|
|
Ultracargo
|
540.8
|
|
493.6
|
|
10%
|
|
Extrafarma¹
|
2,174.2
|
|
2,141.0
|
|
2%
|
¹ Gross revenue
Ultrapar reported net revenues from sales and services of R$ 89,298 million in 2019, a decline of 2% compared with 2018, mainly the result of a decrease in revenues at Ipiranga and Oxiteno. Ipiranga’s net revenues fell 1% in 2019, principally due to lower sales volume. Oxiteno reported net revenues 10% lower due to a 13% decline in average dollar prices, combined with lower sales volume and in spite of the 8% devaluation of the Real against the US Dollar (R$ 0.29/US$). Net revenues at Ultragaz increased 1% in 2019, mainly due to LPG price readjustments. Ultracargo’s net revenues grew 10% in 2019, driven by the increase in handling and contractual readjustments. Extrafarma’s gross revenues increased by 2% in 2019 as a result of sales growth both in the wholesale and retail segments due mainly to the annual readjustment in medicine prices and a greater average number of stores, partially offset by the intensely competitive trading environment and the closing down of underperforming stores.
Cost of products and services sold
|
(R$ million)
|
2019 IFRS 16
|
|
2019
|
|
2018
|
|
∆ (%) 2019 - 2018
|
|
Ipiranga
|
71,962.7
|
|
71,962.7
|
|
73,053.2
|
|
-1%
|
|
Oxiteno
|
3,537.6
|
|
3,538.9
|
|
3,757.7
|
|
-6%
|
|
Ultragaz
|
6,105.0
|
|
6,107.6
|
|
6,153.0
|
|
-1%
|
|
Ultracargo
|
261.0
|
|
271.3
|
|
245.1
|
|
11%
|
|
Extrafarma
|
1,462.3
|
|
1,462.3
|
|
1,421.1
|
|
3%
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Ultrapar’s cost of goods sold and services provided was R$ 83,201 million in 2019, a reduction of 2% in relation to 2018, due to the decrease in costs at Ipiranga, Oxiteno and Ultragaz. Ipiranga’s cost of goods sold was also down by 1%, due to oscillations in the average unit prices of fuels. The cost of goods sold at Oxiteno decreased 6% in 2019 due to a decline in US Dollar costs of raw materials particularly ethylene and palm kernel oil combined with a reduction in sales volume, attenuated by the 8% devaluation of the Real against the US Dollar (R$ 0.29/US$). Ultragaz’s cost of goods sold registered a reduction of 1%, due to lower sales volume in the period. The cost of services provided by Ultracargo was up 11% due to higher one-off expenditures with maintenance, materials, services and payroll linked to the expansion in capacity at the Santos terminal. The cost of goods sold at Extrafarma rose 3% in 2019 due to sales growth and the annual readjustment in medicine prices.
Gross profit
Ultrapar registered a gross profit of R$ 6,097 million in 2019, a 1% reduction compared to 2018, due to lower gross profit at Oxiteno and Extrafarma.
General, administrative, sales and commercial expenses
|
(R$ million)
|
2019 IFRS 16
|
|
2019
|
|
2018
|
|
∆ (%) 2019 - 2018
|
|
Ipiranga
|
2,002.1
|
|
2,092.5
|
|
2,149.8
|
|
-3%
|
|
Oxiteno
|
724.2
|
|
738.2
|
|
735.5
|
|
0%
|
|
Ultragaz
|
636.5
|
|
654.4
|
|
575.7
|
|
14%
|
|
Ultracargo
|
133.4
|
|
137.7
|
|
116.7
|
|
18%
|
|
Extrafarma
|
738.5
|
|
762.9
|
|
716.7
|
|
6%
|
Ultrapar’s general, administrative expenses with sales and marketing recorded an increase of 3%, due to the effects of inflation on expenses and specific factors of each one of the businesses. Ipiranga’s selling, general and administrative expenses fell 3%, due mainly to management initiatives to reduce costs and expenses, notably freight, provisioning for losses on doubtful accounts and marketing programs in addition to lower expenses at ICONIC, where additional expenses were incurred in 2018 with the integration of the businesses. Oxiteno’s selling, general and administrative expenses were flat in 2019, due to lower payroll expenses and international freight charges, in line with the decline in volumes in the period, attenuated by the effect of the 8% devaluation of the Real against the US Dollar on expenses of the international operations. Ultragaz’s selling, general and expenses recorded an increase of 14% in the year due to provisions for losses on doubtful accounts in 2019 compared to a reversal in 2018. Ultracargo’s selling, general and administrative expenses were 18% up due mainly to higher payroll expenses and the non-recurring effect of receipt of credits in 2018 relating to the incorrect collection of a port management fee in the amount of R$ 8 million. Extrafarma’s selling, general and administrative expenses increased 6% in 2019, reflecting higher levels of depreciation, following investments made in recent years and the impact of closing down underperforming stores.
Depreciation and amortization
Total costs and expenses with depreciation and amortization in 2019 was R$ 1,206 million, a growth of 2% compared with 2018, due to investments in the period.
|
Ultrapar – Shareholders’ Meeting Manual
|
Other operating income
Ultrapar reported net revenue of R$ 180 million in 2019, an increase of 212% compared with 2018, reflecting the booking of tax credits, attenuated by the TAC at Ultracargo.
Income from the disposal of assets
A total of R$ 32 million with expenses on the sale of plant, property and equipment due mainly to the write-off of investments due to the closing of stores in the amount of R$ 19 million and to the asset write-off at Oxiteno Andina of R$ 14 million in 2019.
Impairment
A total of R$ 593 million related to the impairment of the goodwill generated on the acquisition of Extrafarma, with no cash effect, a function of lower results than initially planned.
Operating income
Ultrapar posted R$ 1,230 million in operating income in 2019, down 35% from 2018 because of the lower operating income reported by Ipiranga, Ultragaz and Extrafarma.
Financial results
Ultrapar’s financial result was a net expense of R$ 380 million in 2019, R$ 267 million greater than recorded in 2018, due principally to the booking in 2018 of interest on tax credits with respect to the exclusion of ICMS from the PIS/COFINS tax calculation, in the amount of R$ 153 million, and the effects of FX variation.
Net income for the fiscal year
For a better comparability of 2019 and 2018 results and an analysis of the actual performance of Ultrapar and its businesses, we excluded the following non-recurring items: in 2018; penalty fee of R$ 286 million following the rejection of the proposed acquisition of Liquigás and tax credits due to the exclusion of ICMS from the PIS/COFINS tax calculation base at Oxiteno for the net amount of R$ 186 million in EBITDA and R$ 153 million in financial result; in 2019: TAC of R$ 66 million at Ultracargo, impairment at Extrafarma of R$ 593 million and asset write-off at Oxiteno Andina of R$ 14 million. Excluding these items, Ultrapar posted net income, of R$ 906 million in 2019, a year-over-year reduction of 13%, mainly reflecting the reduction in EBITDA in the period and higher financial expenses. Considering IFRS 16, Ultrapar’s net income excluding non-recurring items in 2019 was R$ 869 million.
Adjusted EBITDA
|
(R$ million)
|
2019 IFRS 16
|
|
2019
|
|
2018
|
|
∆ (%) 2019 - 2018
|
|
Ipiranga
|
2,486.6
|
|
2,231.1
|
|
2,052.4
|
|
9%
|
|
Oxiteno
|
221.6
|
|
196.6
|
|
625.4
|
|
-69%
|
|
Ultragaz
|
586.7
|
|
535.8
|
|
258.1
|
|
108%
|
|
Ultracargo
|
164.8
|
|
130.1
|
|
178.5
|
|
-27%
|
|
Extrafarma
|
(565.9)
|
|
(660.3)
|
|
(46.8)
|
|
na
|
Adjusted EBITDA excluding non-recurring items (described above) was R$ 3,109 million in 2019, a reduction of 2% in relation to 2018. Considering the IFRS 16, Adjusted EBITDA excluding non-recurring items in 2019 was R$ 3,473 million.
|
Ultrapar – Shareholders’ Meeting Manual
|
Main change in the consolidated income statements for the fiscal year ending December 31, 2018 compared to the fiscal year ending December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(R$ million)
|
|
Year ending
December 31
|
|
|
% of net
sales and services
|
|
|
Year ending
December 31
|
|
|
% of net
sales and services
|
|
|
Percent change
2018-2017
|
|
|
|
|
2018
|
|
|
20171
|
|
|
|
|
|
Net revenue from sales and services
|
|
|
90,698.0
|
|
|
|
100%
|
|
|
|
79,230.0
|
|
|
|
100%
|
|
|
|
14%
|
|
|
Cost of products and services sold
|
|
|
(84,537,4
|
)
|
|
|
93%
|
|
|
|
(72,431.5
|
)
|
|
|
91%
|
|
|
|
17%
|
|
|
Gross profit
|
|
|
6,160.6
|
|
|
|
7%
|
|
|
|
6,798.5
|
|
|
|
9%
|
|
|
|
-9%
|
|
|
Selling, marketing, general and administrative expenses
|
|
|
(4,296.7
|
)
|
|
|
5%
|
|
|
|
(4,062.9
|
)
|
|
|
5%
|
|
|
|
6%
|
|
|
Other operating income, net
|
|
|
57.5
|
|
|
|
0%
|
|
|
|
59.4
|
|
|
|
0%
|
|
|
|
-3%
|
|
|
Income from disposal of assets
|
|
|
(22.1
|
)
|
|
|
0%
|
|
|
|
(2.2
|
)
|
|
|
0%
|
|
|
|
885%
|
|
|
Operating income
|
|
|
1,899.4
|
|
|
|
2%
|
|
|
|
2,792.7
|
|
|
|
4%
|
|
|
|
-32%
|
|
|
Financial results
|
|
|
(113.5
|
)
|
|
|
0%
|
|
|
|
(474.3
|
)
|
|
|
1%
|
|
|
|
-76%
|
|
|
Equity in earnings (losses) of affiliates
|
|
|
(14.8
|
)
|
|
|
0%
|
|
|
|
20.7
|
|
|
|
0%
|
|
|
|
-171%
|
|
|
Income and social contribution taxes
|
|
|
(638.7
|
)
|
|
|
1%
|
|
|
|
(813.3
|
)
|
|
|
1%
|
|
|
|
-21%
|
|
|
Net income
|
|
|
1,132.3
|
|
|
|
1%
|
|
|
|
1,525.9
|
|
|
|
2%
|
|
|
|
-26%
|
|
|
Net income attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of Ultrapar
|
|
|
1,150.4
|
|
|
|
1%
|
|
|
|
1,526.5
|
|
|
|
2%
|
|
|
|
-25%
|
|
|
Non-controlling shareholders of the subsidiaries
|
|
|
(18.1
|
)
|
|
|
0%
|
|
|
|
(0.6
|
)
|
|
|
0%
|
|
|
|
2729%
|
|
|
Adjusted EBITDA
|
|
|
3,068.9
|
|
|
|
3%
|
|
|
|
3,981.0
|
|
|
|
5%
|
|
|
|
-23%
|
|
|
Depreciation and amortization²
|
|
|
1,184.3
|
|
|
|
1%
|
|
|
|
1,167.6
|
|
|
|
1%
|
|
|
|
1%
|
|
¹ Information for 2017 restated according to accounting standards IFRS 9 and 15 issued by IASB (International Accounting Standards Board) and adopted from 2018. Readjustment of 2017 figures made for comparability with 2018 figures
² Includes amortization of contractual assets with clients – exclusive rights
EBITDA – Earnings Before Interest, Taxes, Depreciation and Amortization; Adjusted EBITDA – adjusted for amortization of contractual assets with customers - exclusive rights; and EBIT – Earnings Before Interest and Taxes, are presented in accordance with CVM Instruction 527, issued by CVM on October 4, 2012. The calculation of Adjusted EBITDA from net income is shown below:
|
(R$ million)
|
2018
|
|
2017
|
|
∆(%) 2018 v 2017
|
|
Net income
|
1,132.3
|
|
1,525.9
|
|
-26%
|
|
(+) Income and social contribution taxes
|
638.7
|
|
813.3
|
|
|
|
(+) Financial result, net
|
113.5
|
|
474.3
|
|
|
|
(+) Depreciation and amortization
|
812.5
|
|
704.5
|
|
|
|
EBITDA
|
2,697.1
|
|
3,518.0
|
|
-23%
|
|
Adjustments
|
|
|
|
|
|
|
(+) Amortization of contractual assets with customers – exclusive rights (Ipiranga)
|
371.8
|
|
463.0
|
|
|
|
Adjusted EBITDA
|
3,068.9
|
|
3,981.0
|
|
-23%
|
Information for 2017 restated according to accounting standards IFRS 9 and 15 issued by IASB (International Accounting Standards Board) and adopted from 2018. Readjustment of 2017 figures made for comparability with 2018 figures
|
Ultrapar – Shareholders’ Meeting Manual
|
The purpose of including Adjusted EBITDA information is to provide a measure used by the management for internal assessment of our operating results, besides being a directly or indirectly related measure to a portion of our employee profit sharing plan. It is also a financial indicator widely used by investors and analysts to measure our ability to generate cash from operations and our operating performance. We also calculate EBITDA in connection with covenants related to some of our financing, as described in item 10.1.iv and in Note 15 to the financial statements. We believe Adjusted EBITDA allows a better understanding not only of our financial performance but also of our capacity of meeting the payment of interest and principal from our debt and of obtaining resources for our investments and working capital. Our definition of Adjusted EBITDA may differ from similarly titled measures used by other companies, and may not be comparable, thereby limiting its usefulness as a comparative measure. Because Adjusted EBITDA excludes net financial expense (income), income tax and social contribution, depreciation and amortization and amortization of contractual assets with customers - exclusive rights (Ipiranga) it provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or changes in income tax and social contribution, depreciation and amortization. Adjusted EBITDA is not a measure of financial performance under accounting practices adopted in Brazil or IFRS. Adjusted EBITDA should not be considered in isolation, or as a substitute for net income, as a measure of operating performance, as a substitute for cash flows from operations or as a measure of liquidity. Adjusted EBITDA has material limitations that impair its value as a measure of a company’s overall profitability since it does not address certain ongoing costs of our business that could significantly affect profitability such as financial expenses, income taxes and depreciation and amortization.
Overview of sales volume
|
|
2018
|
|
2017
|
|
∆ (%) 2018 - 2017
|
|
Ipiranga (000 m³)
|
23,680
|
|
23,458
|
|
1%
|
|
Oxiteno (000 tons)
|
769
|
|
790
|
|
-3%
|
|
Ultragaz (000 tons)
|
1,725
|
|
1,746
|
|
-1%
|
|
Ultracargo (000 m³)
|
757
|
|
724
|
|
5%
|
|
Extrafarma (stores at yearend)
|
433
|
|
394
|
|
10%
|
Sales volume at Ipiranga rose 1% in 2018, with diesel increasing 2%, in line with the gradual recovery in the economy. Conversely, fuel volume for light vehicles (Otto cycle) was 1% less year-over-year, declining until July before resuming growth during the second half. Record ethanol production in 2018 contributed to the reduction in its prices and, consequently, drove the 45% increase in sales while gasoline sales volume recorded a decline of 14%. For Oxiteno, an increase in the demand for commodities, whose volumes rose 8%, together with the 5% reduction in specialty chemical volumes, resulted in an overall reduction of 3% in sales volume compared with 2017, a year Oxiteno reported record sales. Despite the increase in sales volume from the new plant in the USA following its startup in September, export volumes fell 4% in 2018 due to reduced demand from Mercosur countries, notably Argentina. Sales volume in the domestic market also fell 2% compared with 2017. Ultragaz’s total sales volume was down 1% in 2018, in line with the decline in the overall Brazilian market. While volume was flat year-over-year in the bottled segment, the bulk segment posted a reduction of 3%, principally due to the programmed reduction of an industrial client. Total average storage at Ultracargo was up 5% due to increased handling activity in Santos, reflecting a partial resumption of its operations in June 2017, and increased ethanol handling in Brazilian ports, notwithstanding the reduction in fuel imports in 2018. Extrafarma opened 68 new stores and closed 29 in 2018, a 10% expansion (a net increase of 39 stores) in the network.
Net revenues
|
(R$ million)
|
2018
|
|
2017
|
|
∆(%) 2018 - 2017
|
|
Ipiranga
|
76,473.4
|
|
66,950.5
|
|
14%
|
|
Oxiteno
|
4,748.4
|
|
3,959.4
|
|
20%
|
|
Ultragaz
|
7,043.2
|
|
6,071.0
|
|
16%
|
|
Ultracargo
|
493.6
|
|
438.4
|
|
13%
|
|
Extrafarma¹
|
2,141.0
|
|
1,980.5
|
|
8%
|
¹ Gross revenue
|
Ultrapar – Shareholders’ Meeting Manual
|
Ultrapar reported net revenues from sales and services of R$ 90,698 million in 2018, a year-over-year growth of 14%, as a consequence of the increase in revenues at all businesses. Ipiranga posted an increase of 14% in net revenues, due principally to: (i) movements in the average costs of diesel and gasoline which recorded consecutive increases from January through September, in line with international benchmark prices and the devaluation of the Real against the US dollar; (ii) an increase in fuel value-added taxes (PIS/COFINS) in July 2017; and (iii) the strategy of constant innovation in services and convenience at the service station, creating greater customer satisfaction and loyalty. Oxiteno’s net revenues were up 20%, principally due to the 14% devaluation in the Real against the US dollar as well as an increase in the average price in US dollars of 8%, in line with the year-over-year increase in the cost of raw materials. These factors offset the effect of lower sales volumes and the greater share of commodities in the sales mix. Ultragaz’s net revenues were up 16% in 2018, largely due to readjustments in bottled and bulk LPG costs in the refineries and the differentiation and innovation strategies adopted. Ultracargo’s net revenues rose 13% in 2018, due to: (i) increased average storage following the partial resumption of activities at the Santos terminal; (ii) improved productivity at Ultracargo; and (iii) contractual readjustments for inflation. Extrafarma’s gross revenues were up 8% in 2018 due to an 11% increase in retail sales, the result of an expanded store network and the higher average number of stores. This growth was partially compensated by a 21% drop in revenues from the wholesale segment and an increase in competition in the sector. In June 2018, the Company replaced its retail IT system, temporarily affecting both retail and wholesale operations during the implementation and stabilization period.
Cost of products and services sold
|
(R$ million)
|
2018
|
|
2017
|
|
∆ (%) 2018 - 2017
|
|
Ipiranga
|
73,053.2
|
|
62,697.2
|
|
17%
|
|
Oxiteno
|
3,757.7
|
|
3,200.3
|
|
17%
|
|
Ultragaz
|
6,153.0
|
|
5,096.5
|
|
21%
|
|
Ultracargo
|
245.1
|
|
218.5
|
|
12%
|
|
Extrafarma
|
1,421.1
|
|
1,277.3
|
|
11%
|
Ultrapar’s cost of goods sold and services provided was R$ 84,537 million in 2018, up 17% from 2017 as a result of growth in all businesses. Ipiranga’s cost of goods sold was up 17%, due mainly to shifts in the costs of diesel and gasoline. The cost of goods sold at Oxiteno rose 17% in 2018, due to: (i) the increase in the cost of raw materials, principally ethylene; (ii) the 14% devaluation in the Real relative to the US dollar; and (iii) costs relating to the startup of the new industrial unit in the USA. Ultragaz’s cost of goods sold was up 21%, mainly due to the higher cost of LPG in the refineries. The cost of services provided by Ultracargo was up 12%, principally due to higher expenditures with rentals, payroll, contracting of third party services in Santos and tankage maintenance services at the terminals in addition to the payment of higher property taxes in 2018. The cost of goods sold at Extrafarma increased by 11% in 2018, mainly due to higher sales volume and the annual readjustment in pharmaceutical prices authorized by the CMED.
Gross profit
Ultrapar posted a gross profit of R$ 6,161 million in 2018, down 9% compared with 2017 due to a decline in aggregate gross profits at Ipiranga and Ultragaz.
|
Ultrapar – Shareholders’ Meeting Manual
|
General, administrative, sales and commercial expenses
|
(R$ million)
|
2018
|
|
2017
|
|
∆(%) 2018 - 2017
|
|
Ipiranga
|
2,149.8
|
|
2,018.0
|
|
7%
|
|
Oxiteno
|
735.5
|
|
668.0
|
|
10%
|
|
Ultragaz
|
575.7
|
|
644.5
|
|
-11%
|
|
Ultracargo
|
116.7
|
|
112.7
|
|
4%
|
|
Extrafarma
|
716.7
|
|
623.3
|
|
15%
|
Ultrapar’s general, administrative, sales and commercial expenses totaled R$ 4,297 million in 2018, 6% up on 2017 due to the effects of inflation on expenses and specific factors from each business unit. Ipiranga’s selling general and administrative expenses rose 7%, principally due to the consolidation of expenses relating to ICONIC (addition of expenses from Chevron’s lubricants operation and extraordinary expenses relating to the startup of the joint operation itself), which initiated in December 2017. If the expenses with the ICONIC business were excluded then sales, general and administrative expenses would have remained flat compared to 2017, as a result of initiatives adopted for reducing expenses in the light of the unfavorable operating environment in 2018. Oxiteno’s selling, general and administrative expenses increased 10%, principally due to the effect of the devaluation of the Real on expenses with international operations as well as higher payroll expenses. Ultragaz’s selling, general and administrative expenses fell 11% in 2018, the result of initiatives for reducing expenses and improved efficiencies such as lower marketing and freight expenses, mainly due to the gradual shift from CIF to FOB delivery method among its clients, as well as lower expenses with strategic consultancies and lower loss provisions. Ultracargo’s selling, general and administrative expenses were up 4% in 2018. The increase reflected: (i) higher payroll expenses due to annual salary adjustments and increased variable remuneration, in line with improved results; and (ii) higher outlays with strategic consultancies and operational safety, but attenuated by reimbursement of an incorrectly charged port management fee in previous fiscal years. Extrafarma’s selling, general and administrative expenses were up 15% in 2018, due to the 19% greater average number of stores. Excluding the effect of the new stores, sales, general and administrative expenses would have declined by 3%, principally due to the Company’s initiatives implemented for productivity gains and reducing expenses, notably in payroll and travel expenses as well as acquiring fees.
Depreciation and amortization
Total costs and expenses with depreciation and amortization in 2018 amounted to R$ 1,184 million, up 1% from 2017 due to the investments made in the period. The above-mentioned amount includes amortization of contractual assets with clients – exclusive rights.
Other operating income
In 2018, Ultrapar recorded net revenues of R$ 58 million, 3% down on 2017, due to: (i) the break-up fee due after CADE’s rejection of the proposed acquisition of Liquigás, and (ii) recognition of tax credits in favor of Oxiteno with respect to the exclusion of the ICMS sales tax from the calculation base for PIS and COFINS taxes.
Income from the disposal of assets
In 2018, Ultrapar registered a net expense on property disposals of R$ 22 million compared to a net expense of R$ 2 million in 2017, the result of the writing down of IT assets at all the businesses and a more rigorous selection of non-performing drugstores at Extrafarma for closure, attenuated by the sale of real estate by Ipiranga.
Operating income
Ultrapar posted R$ 1,899 million in operating income in 2018, down 32% from 2017 because of the lower operating income reported by Ipiranga, Ultragaz and Extrafarma.
|
Ultrapar – Shareholders’ Meeting Manual
|
Financial results
Ultrapar’s financial result was a net expense of R$ 114 million in 2018, down R$ 361 million from the net expenses registered in 2017 despite the increase in net debt, due mainly to (i) the lower Interbank (CDI) interest rate in the period, (ii) the financial income from the constitution of tax credits at Oxiteno with the exclusion of the ICMS sales tax from the PIS/COFINS taxes calculation base, and (iii) the effects of the depreciation of Ultrapar’s share over the subscription warrants issued in the association with Extrafarma.
Net income for the fiscal year
Ultrapar’s consolidated net income in 2018 was R$ 1,132 million, a reduction of 26% in relation to 2017, principally due to the decline in EBITDA for the period, partially compensated by the lower net financial expense.
Adjusted EBITDA
|
(R$ million)
|
2018
|
|
2017
|
|
∆(%) 2018 - 2017
|
|
Ipiranga
|
2,052.4
|
|
3,066.8
|
|
-33%
|
|
Oxiteno
|
625.4
|
|
295.9
|
|
111%
|
|
Ultragaz
|
258.1
|
|
440.0
|
|
-41%
|
|
Ultracargo
|
178.5
|
|
124.3
|
|
44%
|
|
Extrafarma
|
(46.8)
|
|
23.1
|
|
na
|
Ultrapar’s consolidated Adjusted EBITDA reached R$ 3,069 million in 2018, a reduction of 23% compared to 2017. Ipiranga’s Adjusted EBITDA in 2018 amounted to R$ 2,052 million, 33% lower than 2017, principally due to: (i) the truckers’ strike and its impact on sales volumes, variation in margins and higher costs and non-recurring expenses in the period; (ii) the extraordinary expenses with consolidation and startup of the ICONIC operations; and (iii) the movements in fuel costs during 2018. Oxiteno’s EBITDA amounted to R$ 625 million in 2018, an increase of 111% compared with 2017, in spite of lower sales volume. The increase is largely explained by (i) the constitution of tax credits, with a net effect of R$ 186 million in EBITDA, and (ii) the depreciation of R$ 0.46/US$ in the average Real/US dollar exchange rate in 2018. If the tax credits were excluded, Oxiteno would have still reported 48% growth in EBITDA in 2018. Ultragaz’s EBITDA was R$ 258 million, 41% lower than 2017. Excluding the impact of the above-mentioned break-up fee and TCC, the Company’s EBITDA would have grown by 4%, largely reflecting the initiatives for reducing costs and expenses despite lower sales volumes. Ultracargo’s EBITDA was up 44% to R$ 178 million in 2018 due to: (i) greater handling activity at the terminals; (ii) contractual readjustments; and (iii) residual effects of the fire in April 2015 at the Santos Port terminal with a negative impact of R$ 39 million in 2017. Extrafarma recorded a R$ 47 million negative EBITDA compared with R$ 23 million in 2017 due to: (i) the impacts caused by the implementation and stabilization of the new retail management system; (ii) the non-recurring event involving a more rigorous selection of stores for closure in the third quarter of 2018; (iii) the greater number of new and still maturing stores and (iv) increased competition in the sector.
10.2 – Comments on:
-
Company’s operating results, especially:
-
description of major components of revenues
Over the past three years, more than 90% of consolidated net revenues of Ultrapar was generated by the fuel and LPG distribution businesses. Therefore, the main components of these revenues come from diesel, gasoline and ethanol sales by Ipiranga and from LPG sales by Ultragaz. See “Item 10.2.c. Effect of inflation, changes in prices of main inputs and products, foreign exchange and interest rates on the Company’s operating results and financial results”.
|
Ultrapar – Shareholders’ Meeting Manual
|
-
factors that materially affected operating results
See “Item 10.1.h. Main changes in each item of the financial statements – Main changes in consolidated income statement”.
-
Changes in revenues attributable to changes in prices, exchange rates, inflation, changes in volumes and introduction of new products and services
See “Item 10.1.h. Main changes in each item of the financial statements – Main changes in consolidated income statement” and See “Item 10.2.c. Effect of inflation, changes in prices of main inputs and products, foreign exchange and interest rates on the Company’s operating results and financial results”.
-
Effect of inflation, changes in prices of main inputs and products, foreign exchange and interest rates on the Company’s operating results and financial results, if relevant
LPG business
Between 2003 and the end of 2007, LPG prices charged to LPG distributors in Brazil have been stable, despite increases in oil and LPG prices in the international markets, which were partially offset by the appreciation of the Real compared to the U.S. dollar. Since 2008, Petrobras has increased LPG refinery price for commercial and industrial usage sporadically and, from 2017, LPG refinery prices readjustments started to be more frequently. The table below shows the readjustments made in the past two years:
|
|
Jan/19
|
|
Feb/19
|
|
Mar/19
|
|
Apr/19
|
|
Jul/19
|
|
Aug/19
|
|
Oct/19
|
|
Nov/19
|
|
Dec/19
|
|
Commercial and Industrial LPG (% adj.)
|
-3.4%
|
|
-3.0%
|
|
6.0%
|
|
6.0%
|
|
-9.8%
|
|
-13.5%
|
|
3.0%
|
|
0.6%
|
|
5.0%
|
|
|
Feb/20
|
|
Mar/20
|
|
May/20
|
|
Jun/20
|
|
Jul/20
|
|
Aug/20
|
|
Oct/20
|
|
Nov/20
|
|
Dec/20
|
|
Commercial and Industrial LPG (% adj.)
|
-2.9%
|
|
-18.9%
|
|
5.0%
|
|
10.6%
|
|
5.0%
|
|
10.3%
|
|
5.0%
|
|
5.0%
|
|
5.5%
|
The LPG prices for residential use remained unchanged from May 2003 to September 2015, when Petrobras increased prices by 15%. In recent years, Petrobras’ practice was not to immediately reflect volatility of international prices of oil and its derivatives in the Brazilian market. However, from June 2017, the dynamic of LPG prices supplied to distributors was modified to reflect international price volatility and exchange rate variation. To smooth out the peaks and troughs in international prices, in January 2018, the pricing dynamic was adjusted. The determination period for international prices and exchange rates, which define adjustment percentages, was set as the average of the 12 preceding months, and price changes became quarterly.
The pricing policy for residential use was terminated in August 2019. No formal LPG pricing policy exists for commercial, industrial or residential use.
|
Ultrapar – Shareholders’ Meeting Manual
|
Until November 2019, Petrobras had a policy of different LPG prices for residential use and commercial and industrial use. In November 2019, Petrobras began charging the same price for all segments, ceasing the price differentiation policy.
Any abrupt change in the LPG prices charged from distribution companies can affect Ultragaz’s results if the operational margins or sales volume cannot be maintained. Sales to the bulk segment are correlated with economic growth. Therefore, the pace of the Brazil GDP growth may affect sales volume, as the segment represents approximately 30% of Ultragaz’s sales volume. Bottled LPG is an essential good and therefore has a relatively low correlation with economic performance.
Chemical and petrochemical business
The specialty chemicals volume in the Brazilian market correlates with economic performance. Therefore the Brazil GDP growth pace may influence sales volumes as specialty chemicals sales from Oxiteno in Brazil represent 54% of the total volume sold by Oxiteno in 2020. In Brazilian market growth periods, Oxiteno aims to (i) increase its domestic market sales, as the logistics costs are generally lower than for exports, and (ii) increase its sales of specialty chemicals, with higher value added than commodities. In 2020, sales of specialty chemicals represented 83% of the total volume, versus 80% in 2019.
A significant portion of Oxiteno’s prices and variable costs of the products are linked to U.S. dollar. Therefore, a sharp appreciation or depreciation of the U.S. dollar can have an impact on Oxiteno’s contribution margin in the future. In 2018 and 2019, the Brazilian Real lost 17% and 4% against the US Dollar, respectively. In 2020, the Brazilian Real’s depreciation was 29%.
Oxiteno’s main raw material is ethylene, which is produced from naphtha in Brazil. Generally, naphtha prices in Brazil fluctuate with oil prices. In 2019, oil prices ended at US$ 66/barrel, up 23% from 2018. In 2020, oil ended at US$ 52/barrel, down 22% from 2019. We cannot predict if oil end ethylene prices will remain on the same trends. A sharp change in ethylene prices would affect Oxiteno’s results if the company is unable to maintain operating margins. Oxiteno’s second most relevant raw material is palm kernel oil, whose international reference price increased from US$ 753/ton in December 2019 to US$ 1,255/ton in December 2020, up 67%.
After two consecutive years posting decreases of 7% and 1%, respectively, in 2019 and 2018, demand for chemicals and petrochemicals in Brazil was up 11% in 2020, according to ABIQUIM apparent consumption data. As a consequence, an increase in the consumption of chemicals and petrochemicals could have a positive effect on the future volumes sold by Oxiteno and on the company’s results.
Fuel distribution business
In the recent past, the combined sales of gasoline, ethanol and natural gas (Otto cycle) in Brazil have been correlated mainly to the growth of the light vehicle fleet. According to ANFAVEA, in 2020 the light vehicle fleet added 2.1 million new units licensed in Brazil, for a total of 43 million. Additionally, we believe that the current penetration of light vehicles in Brazil remains low compared with that seen in countries at a similar development level.
In 2020, according to ANP data, the domestic Otto cycle volume was down 10% from 2019, due mainly to the effects of the pandemic, which had a significant impact on fuel consumption in Brazil since late March. Diesel sales, which were 52% of the volume sold by Ipiranga in 2020, historically correlated with the Brazilian economy’s performance, especially its agricultural and consumer goods industries. In 2020, the domestic market for diesel fuel according to ANP data remained practically unchanged from 2019. An increase in fuel consumption have a positive effect on the company’s sales volume and, therefore, on its results. For more information, see “item 10.9. – Comments on other relevant factors that influenced operating performance”.
In 2018, fuel costs increased in Brazil as oil prices rose globally and the Brazilian Real depreciated against the US Dollar. As a consequence, at the end of May 2018, truck drivers went on a nationwide strike demanding reduced diesel prices, exemption from tolls on no-freight legs, and reformed legislation, among other measures.
|
Ultrapar – Shareholders’ Meeting Manual
|
The strike caused fuels and other consumer goods shortages all over the country. Therefore, the Brazilian government reacted by establishing some emergency measures, such as minimum freight price table, reduction of R$ 0.46 per liter in diesel price, of which R$ 0.16 per liter in CIDE and PIS/Cofins taxes and R$ 0.30 per liter by a subsidies program implemented by the government until December 31, 2018. Initially, prices remained flat for 60 days, and after this period, they were monthly adjusted according to a parametric formula established by the ANP. The subsidies program ended on December 31, 2018 and Petrobras returned to the previous policy adjustment according to the international market. Gasoline and diesel prices have therefore been influenced by international prices and exchange rate variations. However, Petrobras has not set a price-adjustment interval. In 2020, Petrobras maintained its policy of adjusting gasoline and diesel prices in line with international benchmarks. In the final months of 2020, however, Petrobras’s prices were adjusted at wider intervals and domestic prices remained below international parity.
The graphs below show the changes in the price distribution companies pay for gasoline and Diesel at the refineries.
Source: Petrobras
|
Ultrapar – Shareholders’ Meeting Manual
|
Effects of inflation over our operational costs and expenses
Ultrapar’s operational costs and expenses are substantially in Reais, thus influenced by the general price levels in the Brazilian economy. In 2020, 2019 and 2018, the variation of IPCA (Consumer Prices Index), the index adopted by the Brazilian government to set inflation targets, was 4.5%, 4.3% and 3.8%, respectively.
Financial result
The main macroeconomic factors that influence the financial results of Ultrapar are the foreign exchange and interest rates.
Exchange rate
Most of the transactions of Ultrapar, through its subsidiaries, are located in Brazil and, therefore, the reference currency for currency risk management is the Real. Currency risk management is guided by neutrality of currency exposures and considers the risks of the Company and its subsidiaries to changes in exchange rates. The Company considers as its main currency exposures the assets and liabilities in foreign currency. Ultrapar and its subsidiaries use exchange rate hedging instruments (especially between the Real and the U.S. dollar) available in the financial market to protect their assets, liabilities, revenues and disbursements in foreign currency and net investments in foreign operations, in order to reduce the effects of changes in exchange rates on its results and cash flows in Reais within the exposure limits under its Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, revenues and disbursements in foreign currency to which they are related. Assets and liabilities in foreign currencies are stated below, translated into Reais as of December 31, 2020, 2019 and 2018:
Assets and liabilities in foreign currencies
|
R$ million
|
12/31/2020
|
|
|
12/31/2019
|
|
|
12/31/2018
|
|
|
Assets in foreign currency
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and financial investments in foreign currency (except hedging instruments)
|
1,413.3
|
|
|
455.6
|
|
|
254.2
|
|
|
Foreign trade receivables, net of allowance for doubtful accounts and advances to foreign customers
|
307.8
|
|
|
213.5
|
|
|
235.1
|
|
|
Other assets
|
1,767.6
|
|
|
1,445.0
|
|
|
1,384.9
|
|
|
|
3,488.7
|
|
|
2,114.2
|
|
|
1,874.2
|
|
|
Liabilities in foreign currency
|
|
|
|
|
|
|
|
|
|
Financing in foreign currency, gross of transaction costs and discount
|
(9,246.7
|
)
|
|
(6,895.1
|
)
|
|
(5,515.6
|
)
|
|
Payables arising from imports, net of advances to foreign suppliers
|
(633.0
|
)
|
|
(344.5
|
)
|
|
(567.7
|
)
|
|
|
(9,879.7
|
)
|
|
(7,239.6
|
)
|
|
(6,083.3
|
)
|
|
Foreign currency hedging instruments
|
4,837.6
|
|
|
3,636.4
|
|
|
2,483.0
|
|
|
Net liability position – total
|
(1,553.4
|
)
|
|
(1,489.0
|
)
|
|
(1,726.1
|
)
|
|
Net asset (liability) position – income statement effect
|
186.3
|
|
|
452.2
|
|
|
282.7
|
|
|
Net liability position – equity effect
|
(1,739.7
|
)
|
|
(1,941.1
|
)
|
|
(2,008.8
|
)
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Sensitivity analysis of assets and liabilities in foreign currency
The table below shows, in the three scenarios, the effects of exchange rate changes on the net liability position of R$ 1,553.4 million in foreign currency as of December 31, 2020:
|
R$ million
|
Risk
|
|
Scenario I
|
|
|
Scenario II
|
|
|
Scenario III
|
|
|
|
|
|
Base
|
|
|
25%
|
|
|
50%
|
|
|
(1) Income statement effect
|
|
|
18.6
|
|
|
46.6
|
|
|
93.2
|
|
|
(2) Equity effect
|
Real devaluation
|
|
(174.0
|
)
|
|
(434.9
|
)
|
|
(869.9
|
)
|
|
(1) + (2)
|
Net effect
|
|
(155.3
|
)
|
|
(388.4
|
)
|
|
(776.7
|
)
|
|
(3) Income statement effect
|
|
|
(18.6
|
)
|
|
(46.6
|
)
|
|
(93.2
|
)
|
|
(4) Equity effect
|
Real appreciation
|
|
174.0
|
|
|
434.9
|
|
|
869.9
|
|
|
(3) + (4)
|
Net effect
|
|
155.3
|
|
|
388.4
|
|
|
776.7
|
|
The equity effect refers to cumulative translation adjustments of changes in the exchange rate on equity of foreign subsidiaries (see Notes 2.s.1 and 25.g.2 of the financial statements), net investments hedge in foreign entities, cash flow hedge of firm commitment and highly probable transaction (see Note 2.c and h).
Interest rate risk
Ultrapar and its subsidiaries adopt policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of Ultrapar and its subsidiaries are primarily held in transactions linked to the DI, as set forth in Note 4. Borrowings primarily relate to financing from Banco do Brasil, as well as debentures and borrowings in foreign currency, as shown in Note 16. The Company attempts to maintain most of its financial interest assets and liabilities at floating rates.
The financial assets and liabilities exposed to floating interest as of December 31, 2020, December 31, 2019 and December 31, 2018 rates are demonstrated below:
|
R$ million
|
Note
|
|
12/31/2020
|
|
|
12/31/2019
|
|
|
12/31/2018
|
|
|
DI
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
4.a
|
|
2,242
|
|
|
1,781
|
|
|
3,722
|
|
|
Financial investments
|
4.b
|
|
3,750
|
|
|
2,611
|
|
|
2,537
|
|
|
Asset position of foreign exchange hedging instruments - DI
|
33.g
|
|
-
|
|
|
19
|
|
|
34
|
|
|
Loans and debentures
|
16.a
|
|
(6,947
|
)
|
|
(6,269
|
)
|
|
(8,441
|
)
|
|
Liability position of foreign exchange hedging instruments - DI
|
33.g
|
|
(2,124
|
)
|
|
(3,318
|
)
|
|
(2,206
|
)
|
|
Liability position of fixed interest instruments + IPCA - DI
|
33.g
|
|
(2,204
|
)
|
|
(822
|
)
|
|
(824
|
)
|
|
Net liability position in DI
|
|
|
(5,284
|
)
|
|
(5,998
|
)
|
|
(5,176
|
)
|
|
TJLP
|
|
|
|
|
|
|
|
|
|
|
|
Loans - TJLP
|
16.a
|
|
(30
|
)
|
|
(104
|
)
|
|
(201)
|
|
|
Net liability position in TJLP
|
|
|
(30
|
)
|
|
(104
|
)
|
|
(201)
|
|
|
LIBOR
|
|
|
|
|
|
|
|
|
|
|
|
Asset position of foreign exchange hedging instruments - LIBOR
|
33.g
|
|
261
|
|
|
850
|
|
|
812
|
|
|
Loans - LIBOR
|
16.a
|
|
(573
|
)
|
|
(1,457
|
)
|
|
(1,437
|
)
|
|
Net liability position in LIBOR
|
|
|
(313
|
)
|
|
(607
|
)
|
|
(626
|
)
|
|
TIIE
|
|
|
|
|
|
|
|
|
|
|
|
Loans - TIIE
|
16.a
|
|
-
|
|
|
-
|
|
|
(4
|
)
|
|
Net liability position in TIIE
|
|
|
-
|
|
|
-
|
|
|
(4
|
)
|
|
SELIC
|
|
|
|
|
|
|
|
|
|
|
|
Loans - SELIC
|
16.a
|
|
-
|
|
|
(30
|
)
|
|
(52
|
)
|
|
Net liability position in SELIC
|
|
|
-
|
|
|
(30
|
)
|
|
(52
|
)
|
|
Total net liability position exposed to floating interest
|
|
|
(5,626
|
)
|
|
(6,739
|
)
|
|
(6,059
|
)
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Sensitivity analysis of floating interest rate risk
For sensitivity analysis of floating interest rate risk, Ultrapar used the accumulated amount of the reference indexes (DI, TJLP, LIBOR and SELIC) as a base scenario. Scenarios I, II and III were based on 10%, 25% and 50% variations, respectively, applied in the floating interest rate of the base scenario.
The table below show the incremental expenses and income that would be recognized in financial income in 2020, due to the effect of floating interest rate changes in different scenarios.
|
R$ million
|
Risk
|
Scenario I
|
|
|
Scenario II
|
|
|
Scenario III
|
|
|
|
|
Base
|
|
|
25%
|
|
|
50%
|
|
|
Exposure of interest rate risk
|
|
|
|
|
|
|
|
|
|
|
Interest effect on cash equivalents and financial
|
Increase in DI
|
13.2
|
|
|
32.9
|
|
|
65.9
|
|
|
Interest effect on debt in DI
|
Increase in DI
|
(19.7
|
)
|
|
(49.2
|
)
|
|
(98.4
|
)
|
|
Interest rate hedging instruments (liabilities in DI) effect
|
Increase in DI
|
(1.1
|
)
|
|
(11.9
|
)
|
|
(29.9
|
)
|
|
Incremental expenses
|
|
(7.6
|
)
|
|
(28.2
|
)
|
|
(62.4
|
)
|
|
Interest effect on debt in TJLP
|
Increase in TJLP
|
(0.3
|
)
|
|
(0.8
|
)
|
|
(1.5
|
)
|
|
Incremental expenses
|
|
(0.3
|
)
|
|
(0.8
|
)
|
|
(1.5
|
)
|
|
Foreign Exchange hedging instruments (assets in LIBOR) effect
|
Increase in LIBOR
|
0.5
|
|
|
1.3
|
|
|
2.6
|
|
|
Interest effect on debt in LIBOR
|
Increase in LIBOR
|
(1.4
|
)
|
|
(3.5
|
)
|
|
(7.1
|
)
|
|
Incremental expenses
|
|
(0.9
|
)
|
|
(2.2
|
)
|
|
(4.4
|
)
|
|
Interest effect on debt in SELIC
|
Increase in SELIC
|
(0.0
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
Incremental expenses
|
|
(0.0
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
10.3 - Comments on material effects that the events below have caused or are expected to cause on the Company’s financial statements and results:
-
Introduction or disposal of operating segment
In July 2020, the company abastece aí was created from the basis of the abastece aí app and Km de Vantagens program to operate in the digital payments segment.
-
Establishment, acquisition or sale of ownership interest
There was no relevant establishment, acquisition or sale of ownership interest in the fiscal year 2020 that have caused effects on the Company's financial statements.
-
Unusual events or transaction
Not applicable.
10.4 - Comments on:
-
Significant changes in accounting practices
IFRS 9 and 15 standards issued by the IASB were adopted as from January 1, 2018.
As from January 01, 2019, the Company adopted the IFRS 16 standard issued by the IASB. The Company chose as the modified retrospective approach transition method, with the cumulative effect of the initial application of this new accounting pronouncement registered as an adjustment to the opening balance of shareholders’ equity and without re-presentation of comparative periods.
|
Ultrapar – Shareholders’ Meeting Manual
|
|
Ultrapar – Shareholders’ Meeting Manual
|
2020
There are no standards, amended standards or interpretations of IASB’s IFRS exist that are effective and could have a material impact on the financial statements of December 31, 2020, that Ultrapar has not adopted.
2019
The following standards, amendments to standards and interpretations to the IFRS issued by the IASB came into effect on January 1, 2019:
IFRS 16/CPC 06 (R2) - Leasing operations:
With the adoption of IFRS 16/ CPC 06 (R2), the leasing agreements of the Company’s subsidiaries, identified and effective on the date of transition and with terms in excess of 12 months, were accounted in the following manner in the financial statements:
•
|
Recognition of right to use assets and lease liabilities in financial position, initially measured at the present value of future lease payments; and
|
•
|
Recognition of amortization expenses of right to use assets and interest expenses on the lease payable in the financial result in the statements of profits or loss.
|
For more information, see Note 2.y.
2018
The following standards, amendments, and interpretations to IFRS were issued by the IASB, which are effective as of January 1, 2018:
|
|
Equivalent CPC
|
|
•
|
IFRS 9 – Financial instrument classification and measurement: includes new requirements for the classification and measurement of financial assets and liabilities, derecognition requirements, new impairment methodology for financial instruments, and new hedge accounting guidance.
|
48
|
•
|
IFRS 15 - Revenue from contracts with customers: establish the principles of nature, amount, timing and uncertainty of revenue and cash flow arising from a contract with a customer.
|
47
|
•
|
Financial Reporting in hyperinflationary economies – IAS 29 and the applying the restatement approach under IAS 29 – IFRIC 7.
|
42 and ICPC 23
|
For more information see Note 2.y.
b. Significant effects of changes in accounting practices
The tables below summarize the effects of the IFRS 9 (CPC 48) and 15 (CPC 47) adoption, reclassifications, on consolidated statements of financial position on December 31, 2017, on the statements of profit or loss and statements of cash flow of 2017:
|
Ultrapar – Shareholders’ Meeting Manual
|
|
Assets
|
|
As
previously
reported
|
|
|
IFRS 9
adoption
|
|
|
IFRS 15
adoption
|
|
|
Reclassifications
|
|
|
Fair value
CBLSA
|
|
|
After
adoption
IFRS 9 and 15
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables and reseller financing
|
|
|
4,337,118
|
|
|
|
(157,198
|
)
|
|
|
(32,026
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
4,147,894
|
|
|
Inventories
|
|
|
3,491,879
|
|
|
|
-
|
|
|
|
21,698
|
|
|
|
-
|
|
|
|
133
|
|
|
|
3,513,710
|
|
|
Contractual assets with customers – exclusive rights
|
|
|
-
|
|
|
|
-
|
|
|
|
456,213
|
|
|
|
-
|
|
|
|
-
|
|
|
|
456,213
|
|
|
Other current assets
|
|
|
7,372,294
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,372,294
|
|
|
Total current assets
|
|
|
15,201,291
|
|
|
|
(157,198
|
)
|
|
|
445,885
|
|
|
|
-
|
|
|
|
133
|
|
|
|
15,490,111
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual assets with customers – exclusive rights
|
|
|
-
|
|
|
|
-
|
|
|
|
1,046,147
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,046,147
|
|
|
Deferred income and social contribution taxes
|
|
|
545,611
|
|
|
|
53,447
|
|
|
|
15,003
|
|
|
|
-
|
|
|
|
-
|
|
|
|
614,061
|
|
|
Other non-current assets
|
|
|
2,107,965
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,107,965
|
|
|
Total long term assets
|
|
|
2,653,576
|
|
|
|
53,447
|
|
|
|
1,061,150
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,768,173
|
|
|
Investments
|
|
|
150,194
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
150,194
|
|
|
Property, plant, and equipment
|
|
|
6,607,788
|
|
|
|
-
|
|
|
|
-
|
|
|
|
26,740
|
|
|
|
3,298
|
|
|
|
6,637,826
|
|
|
Intangible assets
|
|
|
3,727,473
|
|
|
|
-
|
|
|
|
(1,538,095
|
)
|
|
|
(26,740
|
)
|
|
|
75,404
|
|
|
|
2,238,042
|
|
|
Total non-current assets
|
|
|
13,139,031
|
|
|
|
53,447
|
|
|
|
(476,945
|
)
|
|
|
-
|
|
|
|
78,702
|
|
|
|
12,794,235
|
|
|
Total assets
|
|
|
28,340,322
|
|
|
|
(103,751
|
)
|
|
|
(31,060
|
)
|
|
|
-
|
|
|
|
78,835
|
|
|
|
28,284,346
|
|
|
Liabilities
|
|
As
previously reported
|
|
|
IFRS 9
adoption
|
|
|
IFRS 15
adoption
|
|
|
Reclassifications
|
|
|
Fair value
CBLSA
|
|
|
After
adoption
IFRS 9 and 15
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes payable
|
|
|
225,829
|
|
|
|
-
|
|
|
|
(4,300
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
221,529
|
|
|
Other current liabilities
|
|
|
6,788,159
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
6,788,159
|
|
|
Total current liabilities
|
|
|
7,013,988
|
|
|
|
-
|
|
|
|
(4,300
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
7,009,688
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income and social contribution taxes
|
|
|
38,524
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
45,118
|
|
|
|
83,642
|
|
|
Other non-current assets
|
|
|
11,566,978
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
11,566,978
|
|
|
Total non-current liabilities
|
|
|
11,605,502
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
45,118
|
|
|
|
11,650,620
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit reserves
|
|
|
3,760,079
|
|
|
|
(103,468
|
)
|
|
|
(26,760
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
3,629,851
|
|
|
Valuation adjustments
|
|
|
159,643
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,819
|
)
|
|
|
154,824
|
|
|
Other equity items
|
|
|
5,461,539
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
5,461,539
|
|
|
Equity attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of the Company
|
|
|
9,381,261
|
|
|
|
(103,468
|
)
|
|
|
(26,760
|
)
|
|
|
-
|
|
|
|
(4,819
|
)
|
|
|
9,246,214
|
|
|
Non-controlling interests in subsidiaries
|
|
|
339,571
|
|
|
|
(283
|
)
|
|
|
|
|
|
|
-
|
|
|
|
38,536
|
|
|
|
377,824
|
|
|
Total equity
|
|
|
9,720,832
|
|
|
|
(103,751
|
)
|
|
|
(26,760
|
)
|
|
|
-
|
|
|
|
33,717
|
|
|
|
9,624,038
|
|
|
Total liabilities and equity
|
|
|
28,340,322
|
|
|
|
(103,751
|
)
|
|
|
(31,060
|
)
|
|
|
-
|
|
|
|
78,835
|
|
|
|
28,284,346
|
|
|
Ultrapar – Shareholders’ Meeting Manual
|
|
|
|
As previously
reported
|
|
|
IFRS 9
adoption
|
|
|
IFRS 15
adoption
|
|
|
Reclassifications
|
|
|
After
adoption
IFRS 9 and 15
|
|
|
Net revenue from sales and services
|
|
|
80,007,422
|
|
|
|
-
|
|
|
|
(474,628
|
)
|
|
|
(302,780
|
)
|
|
|
79,230,014
|
|
|
Cost of products and services sold
|
|
|
(72,735,781
|
)
|
|
|
-
|
|
|
|
1,528
|
|
|
|
302,780
|
|
|
|
(72,431,473
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
7,271,641
|
|
|
|
-
|
|
|
|
(473,100
|
)
|
|
|
-
|
|
|
|
6,798,541
|
|
|
Operating income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
|
|
|
(2,885,311
|
)
|
|
|
(72,485
|
)
|
|
|
471,407
|
|
|
|
-
|
|
|
|
(2,486,389
|
)
|
|
Other operating income (expenses) items
|
|
|
(1,519,410
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,519,410
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before financial income (expenses) and share of profit of joint ventures and associates
|
|
|
2,866,920
|
|
|
|
(72,485
|
)
|
|
|
(1,693
|
)
|
|
|
-
|
|
|
|
2,792,742
|
|
|
Financial result, net
|
|
|
(474,296
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(474,296
|
)
|
|
Share of profit of joint ventures and associates
|
|
|
20,673
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,673
|
|
|
Income before income and social contribution taxes
|
|
|
2,413,297
|
|
|
|
(72,485
|
)
|
|
|
(1,693
|
)
|
|
|
-
|
|
|
|
2,339,119
|
|
|
Income and social contribution taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
(922,458
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(922,458
|
)
|
|
Deferred
|
|
|
83,029
|
|
|
|
25,599
|
|
|
|
576
|
|
|
|
-
|
|
|
|
109,204
|
|
|
|
|
|
(839,429
|
)
|
|
|
25,599
|
|
|
|
576
|
|
|
|
-
|
|
|
|
(813,254
|
)
|
|
Net income for the year
|
|
|
1,573,868
|
|
|
|
(46,886
|
)
|
|
|
(1,117
|
)
|
|
|
-
|
|
|
|
1,525,865
|
|
|
Net income for the year attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of the Company
|
|
|
1,574,306
|
|
|
|
(46,825
|
)
|
|
|
(976
|
)
|
|
|
-
|
|
|
|
1,526,505
|
|
|
Non-controlling interests in subsidiaries
|
|
|
(438
|
)
|
|
|
(61
|
)
|
|
|
(141
|
)
|
|
|
-
|
|
|
|
(640
|
)
|
|
Earnings per share (based on weighted average number of shares outstanding) – R$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
2.9056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.8169
|
|
|
Diluted
|
|
|
2.8847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.7968
|
|
|
Ultrapar – Shareholders’ Meeting Manual
|
|
|
|
As
previously
reported
|
|
|
IFRS 9
adoption
|
|
|
IFRS 15
adoption
|
|
|
Reclassifications
|
|
|
After
adoption
IFRS 9 and 15
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year
|
|
|
1,573,868
|
|
|
|
(46,886
|
)
|
|
|
(1,117
|
)
|
|
|
-
|
|
|
|
1,525,865
|
|
|
Adjustments to reconcile net income to cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of loss (profit) of joint ventures and associates
|
|
|
(20,673
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(20,673
|
)
|
|
Amortization of contractual assets with customers – exclusive rights
|
|
|
-
|
|
|
|
-
|
|
|
|
463,049
|
|
|
|
-
|
|
|
|
463,049
|
|
|
Depreciation and amortization
|
|
|
1,175,951
|
|
|
|
-
|
|
|
|
(471,407
|
)
|
|
|
-
|
|
|
|
704,544
|
|
|
PIS and COFINS credits on depreciation
|
|
|
13,134
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13,134
|
|
|
Asset retirement obligation
|
|
|
(15,432
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
15,432
|
|
|
|
-
|
|
|
Interest, monetary, and foreign exchange rate variations
|
|
|
854,671
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
854,671
|
|
|
Deferred income and social contribution taxes
|
|
|
(83,029
|
)
|
|
|
(25,599
|
)
|
|
|
(576
|
)
|
|
|
-
|
|
|
|
(109,204
|
)
|
|
(Gain) loss on disposal of property, plant and equipment and intangibles
|
|
|
2,242
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,242
|
|
|
Estimated credit losses on doubtful accounts
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
132,756
|
|
|
|
132,756
|
|
|
Provision for losses in inventories
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(802
|
)
|
|
|
(802
|
)
|
|
Provision for post-employment benefits
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13,968
|
|
|
|
13,968
|
|
|
Other provisions and adjustments
|
|
|
(868
|
)
|
|
|
-
|
|
|
|
2,407
|
|
|
|
-
|
|
|
|
1,539
|
|
|
|
|
|
3,499,864
|
|
|
|
(72,485
|
)
|
|
|
(7,644
|
)
|
|
|
161,354
|
|
|
|
3,581,089
|
|
|
(Increase) decrease in current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables and reseller financing
|
|
|
(665,145
|
)
|
|
|
72,485
|
|
|
|
(3,006
|
)
|
|
|
(129,574
|
)
|
|
|
(725,240
|
)
|
|
Inventories
|
|
|
(605,757
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(727
|
)
|
|
|
(606,484
|
)
|
|
Other current asset items
|
|
|
30,860
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,860
|
|
|
Increase (decrease) in current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes payable
|
|
|
34,707
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,653
|
)
|
|
|
33,054
|
|
|
Insurance and other payables
|
|
|
(33,955
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(15,432
|
)
|
|
|
(49,387
|
)
|
|
Other current liabilities items
|
|
|
1,216,294
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,216,294
|
|
|
(Increase) decrease in non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current asset items
|
|
|
(393,991
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(393,991
|
)
|
|
Increase (decrease) in non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-employment benefits
|
|
|
13,209
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(13,968
|
)
|
|
|
(759
|
)
|
|
Other non-current liabilities items
|
|
|
20,142
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,142
|
|
|
Payments of contractual assets with customers – exclusive rights
|
|
|
-
|
|
|
|
-
|
|
|
|
(529,732
|
)
|
|
|
-
|
|
|
|
(529,732
|
)
|
|
Income and social contribution taxes paid
|
|
|
(836,808
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(836,808
|
)
|
|
Net cash provided by operating activities
|
|
|
2,279,420
|
|
|
|
-
|
|
|
|
(540,382
|
)
|
|
|
-
|
|
|
|
1,739,038
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant, and equipment
|
|
|
(1,262,558
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(39,629
|
)
|
|
|
(1,302,187
|
)
|
|
Acquisition of intangible assets
|
|
|
(801,971
|
)
|
|
|
-
|
|
|
|
540,382
|
|
|
|
39,629
|
|
|
|
(221,960
|
)
|
|
Other investing activities items
|
|
|
152,392
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
152,392
|
|
|
Net cash used in investing activities
|
|
|
(1,912,137
|
)
|
|
|
-
|
|
|
|
540,382
|
|
|
|
-
|
|
|
|
(1,371,755
|
)
|
|
Net cash provided by financing activities
|
|
|
340,349
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
340,349
|
|
|
Effect of exchange rate changes on cash and cash equivalents in foreign currency
|
|
|
20,214
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,214
|
|
|
Increase in cash and cash equivalents
|
|
|
727,846
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
727,846
|
|
|
Cash and cash equivalents at the beginning of the year
|
|
|
4,274,158
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,274,158
|
|
|
Cash and cash equivalents at the end of the year
|
|
|
5,002,004
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,002,004
|
|
|
Ultrapar – Shareholders’ Meeting Manual
|
c. Exceptions and emphasis present in the auditor’s opinion
None.
10.5 – Comments on the Company’s critical accounting policies
The presentation of our financial condition and results of operations requires our management to make judgments regarding the effects of matters that are inherently uncertain on the carrying value of our assets and liabilities and may affect the reported amount of them as well as our revenues and expenses. The information regarding uncertainties related to the assumptions and estimates are included: in determining the fair value of financial instruments (Notes 2.c, 2.l, 4, 16 and 33), the determination of the estimated losses on doubtful accounts (Notes 2.d, 5 and 33.d.3), the determination of provisions for losses of inventories (Notes 2.e and 6), realization of deferred IRPJ and CSLL amounts (Notes 2.m and 9.a), determination of control in subsidiaries (Notes 2.g, 2.s.1, 3 and 12.a), determination of control in associates and joint ventures (Notes 2.g, 12.a and 12.b), determination of significant influence over associates (Notes 2.g and 12.c), the useful lives of PP&E (Notes 2.i and 14), the useful lives of intangible assets, and the determination of the recoverable amount of goodwill (Notes 2.j and 15.a), provisions for assets retirement obligations (Notes 2.n and 21), provisions for tax, civil, and labor risks (Notes 2.o and 22), estimates for the preparation of actuarial reports (Notes 2.p and 20.b) and the determination of fair value of subscription warrants – indemnification (Notes 24 and 33.j).
The effective results and information of transactions may differ from these estimates when they materialize.
We have identified the following accounting policies as critical:
Allowance for doubtful accounts
The expected losses take into account, (i) at the initial recognition of the contract, the expected losses for the next 12 months or (ii) for the lifetime of the contract when the deterioration or improvement of the customers’ credit quality, considering the customers’ characteristics in each business segment. The amount of the expected credit losses is deemed by management to be sufficient to cover any probable loss on realization of trade receivables. The credit policy establishes the analysis of the profile of each new customer, individually, regarding their financial condition. The review carried out by the subsidiaries of the Company includes the evaluation of external ratings, when available, financial statements, credit bureau information, industry information and, when necessary, bank references. Credit limits are established for each customer and reviewed periodically, in a shorter period the greater the risk, depending on the approval of the responsible area in cases of sales that exceed these limits.
In monitoring credit risk, customers are grouped according to their credit characteristics and depending on the business the grouping takes into account, for example, whether they are natural or legal clients, whether they are wholesalers, resellers or final customers, considering also the geographic area.
The expected of credit losses are calculated by the expected loss approach based on the probability of default rates. Loss rates are calculated on the basis of the average probability of a receivable amount to advance through successive stages of default until full write-off. The probability of default calculation takes into account a credit risk score for each exposure, based on data considered to be capable of foreseeing the risk of loss (external classifications, audited financial statements, cash flow projections, customer information available in the press, for example), with addition of the credit assessment based on experience.
|
Ultrapar – Shareholders’ Meeting Manual
|
Such credit risks are managed by each business unit through specific criteria for acceptance of customers and their credit rating and are additionally mitigated by the diversification of sales. No single customer or group accounts for more than 10% of total revenue.
For further information, see Note 5 of the financial statements.
Provisions for inventory losses
If net realizable values are below inventory costs, a provision corresponding to this difference is recognized. Provisions are also made for obsolescence of products, materials, or supplies that (i) do not meet its subsidiaries’ specifications, (ii) have exceeded their expiration date, or (iii) are considered slow-moving inventory. This classification is made by management with the support of its industrial and operations teams. For further information on Ultrapar’s provisions for inventory losses, see Note 6 of the financial statements.
Income tax and social contribution tax on net income
Current and deferred income tax (IRPJ) and social contribution tax on net income (CSLL) are calculated based on their current rates. For the calculation of current IRPJ, the value of tax incentives is also considered. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the legislation in force on the last day of the financial statements. The current rates in Brazil are 25% for income tax and 9% for social contribution tax on net income. For further details about recognition and realization of IRPJ and CSLL, see Note 9 of the financial statements.
Investments
Investments in subsidiaries are accounted for under the equity method of accounting in the financial statements of the parent’s separate company (see Notes 3.b and 12.a). A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities. Usually the equity interest in a subsidiary is more than 50%. Investments in associates and joint ventures are accounted for under the equity method of accounting in the financial statements (see Note 12 items b and c). An associate is an investment, in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control. A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement, which establish that decisions about the relevant activities of the investee require the consent from the parties that share control.
Provisions for tax, civil, and labor risks
A provision for tax, civil and labor risks is recognized for quantifiable risks, when the chance of loss is more-likely-than-not in the opinion of management and internal and external legal counsel, and the amounts are recognized based on the evaluation of the outcomes of the legal proceedings (see Note 22).
Property, plant, and equipment
Property, plant, and equipment (“PP&E”) is recognized at acquisition or construction cost, including financial charges incurred on PP&E under construction, as well as qualifying maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission, or to restore assets (see Notes 2.n and 21), less accumulated depreciation and, when applicable, less provision for losses (see Note 14).
|
Ultrapar – Shareholders’ Meeting Manual
|
Depreciation is calculated using the straight-line method, over the periods mentioned in Note 14, taking into account the estimated useful lives of the assets, which are reviewed annually. Leasehold improvements are depreciated over the shorter of the lease contract term and useful life of the property.
Intangible assets
Intangible assets include assets acquired by the Company and its subsidiaries from third parties, and are recognized according to the criteria below:
•
|
Goodwill is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identified assets and liabilities assumed of the acquired entity. Goodwill is tested annually for impairment. Goodwill is allocated to the business segments, which represent the lowest level that goodwill is monitored for impairment testing purposes (see Note 15.a).
|
•
|
Other intangible assets acquired from third parties, such as software, technology, and commercial property rights, are measured at the total acquisition cost and amortized using straight-line method, over the periods mentioned in Note 15, taking into account their useful lives, which are reviewed annually.
|
Ultrapar and its subsidiaries have not recognized intangible assets that were generated internally. Ultrapar and its subsidiaries have goodwill and brands acquired in business combinations, which are evaluated as intangible assets with indefinite useful life (see Note 15 items a and e).
Impairment of assets
Ultrapar and its subsidiaries review in every reporting period the existence of any indication that an asset may be impaired and annually to intangible assets with undefined useful life. If there is an indication of impairment, Ultrapar and its subsidiaries estimate the recoverable amount of the asset. Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash inflow from continuous use and that are largely independent of cash flows of other assets (cash generating units “CGU”). The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling costs and their value in use.
The fair value less costs to sell is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs, and taxes.
To assess the value in use, the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors were considered. Such cash flows are discounted to their present values using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying value exceeds the fair value of these assets. Losses for impairment of assets are recognized in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses may be reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.
|
Ultrapar – Shareholders’ Meeting Manual
|
No impairment was recognized on December 31, 2020. On December 31, 2019, the Company recognized an impairment loss for the subsidiary Imifarma Produtos Farmacêuticos e Cosméticos S.A. (“Extrafarma”) (see Note 15.a).
Contractual assets with customers – exclusive rights
Exclusive rights disbursements as provided in Ipiranga’s agreements with reseller service stations and major consumers are recognized as contractual assets when paid and amortized according to the conditions established in the agreements (see Notes 2.a and 11).
Provision for asset retirement obligation – fuel tanks
The subsidiary Ipiranga has the legal obligation to remove the underground fuel tanks located at Ipiranga-branded service stations after a certain period. The estimated cost of the obligation to remove these fuel tanks is recognized as a liability when the tanks are installed. The estimated cost is recognized in PP&E and depreciated over the respective useful lives of the asset. The amounts recognized as a liability accrue interest using the Amplified Consumer Price Index (“IPCA”) until the tank is removed (see Note 21). The estimated removal cost is reviewed and updated annually or when there is significant change in its amount and change in the estimated costs are recognized in statements of profit or loss when they become known.
Financial assets
Ultrapar and its subsidiaries evaluated the classification and measurement of financial assets based on its business model of financial assets as follows:
•
|
Amortized cost: financial assets held in order to collect contractual cash flows, solely principal and interest. The interest earned and the foreign currency exchange variation are recognized in profit or loss and balances are stated at acquisition cost plus the interest earned, using the effective interest rate method. Financial investments in guarantee of loans are classified as amortized cost.
|
|
•
|
Measured at fair value through other comprehensive income: financial assets that are acquired or originated for the purpose of collecting contractual cash flows or selling financial assets. The balances are stated at fair value, and the interest earned, and the foreign currency exchange variation are recognized in profit or loss. Differences between fair value and initial amount of financial investments plus the interest earned are recognized in equity in other comprehensive income in the “Valuation adjustments”. Accumulated gains and losses recognized in equity are reclassified to profit or loss at the time of their settlement. Substantially the financial investments in Bank Certificates of Deposit (“CDB”) and repurchase agreements are classified as measured at fair value through other comprehensive income.
|
•
|
Measured at fair value through profit or loss: financial assets that were not classified as amortized cost or measured at fair value through other comprehensive income. The balances are stated at fair value and both the interest earned and the exchange variations and changes in fair value are recognized in the income statement. Investment funds and derivatives are classified as measured at fair value through profit or loss.
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Ultrapar and its subsidiaries use financial instruments for hedging purposes, applying the concepts described below:
•
|
Hedge accounting – fair value hedge: financial instruments used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect the entity’s statements of profit or loss. In the initial designation of the fair value hedge, the relationship between the hedging instrument and the hedged item is documented, including the objectives of risk management, the strategy in conducting the transaction, and the methods to be used to evaluate its effectiveness. Once the fair value hedge has been qualified as effective, the hedge item is also measured at fair value. Gains and losses from hedge instruments and hedge items are recognized in the statements of profit or loss. The hedge accounting must be discontinued when the hedge becomes ineffective.
|
•
|
Hedge accounting – cash flow hedge: financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect the statements of profit or loss. The portion of the gain or loss on the hedging instrument that is determined to be effective relating to the effects of exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as “Valuation adjustments” while the ineffective portion is recognized in the statements of profit or loss. Gains or losses on the hedging instrument relating to the effective portion of this hedge that had been recognized directly in accumulated other comprehensive income shall be recognized in profit or loss in the period in which the hedged item is recognized in profit or loss or as initial cost of non- financial assets, in the same line of the statement that the hedged item is recognized. The hedge accounting shall be discontinued when (i) the hedging relationship is canceled; (ii) the hedging instrument expires; and (iii) the hedging instrument no longer qualifies for hedge accounting. When hedge accounting is discontinued, gains and losses recognized in equity in other comprehensive income are reclassified to the statements of profit or loss in the period which the hedged item is recognized in profit or loss. If the transaction hedged is canceled or is not expected to occur, the cumulative gains and losses in equity in other comprehensive income shall be recognized immediately in profit or loss.
|
•
|
Hedge accounting – hedge of net investments in foreign operation: financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company. The portion of the gain or loss on the hedging instrument that is determined to be effective, referring to the exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as cumulative translation adjustments, while the ineffective portion and the operating costs are recognized in the statements of profit or loss. The gain or loss on the hedging instrument that has been recognized directly in accumulated other comprehensive income shall be recognized in the statements of profit or loss when the disposal of the foreign subsidiary occurs.
|
Further information on financial instruments is available on Note 33.
Employee benefits and private pension plan
In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and each of its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associação de Previdência Complementar (“Ultraprev”), since August 2001. Under the terms of the plan, every year each participating employee chooses his or her basic contribution to the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution, up to a limit of 11% of the employee’s reference salary, according to the rules of the plan. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.3% and 1.0% of their respective accumulated fund in Ultraprev or (ii) a fixed monthly amount, which will exhaust their respective accumulated fund over a period of 5 to 35 years. The sponsoring company does not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee.
|
Ultrapar – Shareholders’ Meeting Manual
|
The subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of Government Severance Indemnity Fund (“FGTS”), and health, dental care, and life insurance plan for eligible retirees. The amounts related to such benefits were determined based on a valuation conducted by an independent actuary and reviewed by management as of December 31, 2020.
The main actuarial assumptions used are:
Economic factors
|
|
12/31/2020
|
12/31/2019
|
|
|
% p.a.
|
% p.a.
|
|
Discount rate for the actuarial obligation at present value
|
8.22
|
8.79
|
|
Average projected salary growth rate
|
7.07
|
7.64
|
|
Inflation rate (long term)
|
3.25
|
3.80
|
|
Growth rate of medical services
|
7.38
|
7.95
|
Demographic factors
•
|
Mortality Table for the life insurance benefit – CSO-80
|
•
|
Mortality Table for other benefits – AT 2000 Basic decreased by 10%
|
|
•
|
Disabled Mortality Table – RRB 1983 and RRB-1944
|
•
|
Disability Table – Weak light
|
Subscription warrants – indemnification
Because of the association between Ultrapar and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification could be issued, corresponding to up to 6,411,244 shares of the Company. The subscription warrants – indemnification may be exercised beginning 2020 by the former shareholders of Extrafarma and are adjusted according to the changes in the amounts of provisions for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014. The subscription warrants – indemnification’s fair value is measured based on the share price of Ultrapar (UGPA3) and is reduced by the dividend yield until 2020, since the exercise is possible only from 2020, and they are not entitled to dividends until that date.
On February 19 and August 12, 2020, the Company’s Board of Directors confirmed the issuance of, respectively, 2,108,542 and 86,978 common shares within the authorized capital limit provided by the art. 6 of the Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company when the merger of all Extrafarma shares by the Company, approved by the extraordinary general meeting of the Company held in January 31, 2014.
In the association agreement between the Company and Extrafarma on January 31, 2014 and due to the unfavorable decisions of some processes prior on January 31, 2014, 574,648 shares linked to the subscription warrants – indemnification were canceled and not issued. Also, 3,641,075 shares were retained, linked to subscription warrants – indemnification, which will be issued or canceled according as the final decision of the processes are favorable or unfavorable, respectively. On December 31, 2020, the maximum number of shares, which may be issued in the future, linked to the subscription warrants – indemnification, is up to 3,641,075 shares, totaling R$ 86,439 thousand.
|
Ultrapar – Shareholders’ Meeting Manual
|
On February 24, 2021, the Board of Directors confirmed the issuance of 70,939 common shares due to the partial exercise of the rights conferred by the subscription warrants. For more information on the partial issue, see Note 35.b.
10.6. – Issuer’s off-balance sheet items
a. Assets and liabilities held by the issuer, whether directly or indirectly, off-balance sheet:
-
Operating leases, assets and liabilities
See “Item 10.6.b. Other off-balance sheet arrangements”.
-
Receivables portfolios over which the entity has risks and liabilities, indicating respective liabilities
Not applicable.
-
Future purchase and sale of products or services contracts
See “Item 10.6.b. Other off-balance sheet arrangements”.
-
Unfinished construction contracts
Not applicable.
-
Other future financing agreements
Not applicable.
b. Other off-balance sheet arrangements
See “Item 10.1.c. Capacity to honor our financial obligations”.
Additionally, some subsidiaries issued collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing). If a subsidiary is required to make any payment under these collaterals, this subsidiary may recover the amount paid directly from its customers through commercial collection. As of December 31, 2020, Ultrapar and its subsidiaries did not have losses in connection with these collaterals.
|
Vendor
|
|
|
2020
|
|
Term
|
Up to 46 months
|
|
Maximum amount of future payments related to these
|
R$ 330.9 million
|
|
Ultrapar – Shareholders’ Meeting Manual
|
10.7. – Comments on off-balance sheet items
a. How such items change or may change revenues, expenses, operating income, financial expenses or other items of the issuer’s financial statements
Contractual obligation mentioned in “Item 10.6.b. Other off-balance sheet arrangements” would have the following effects on the Company’s net sales and services, costs, expenses, operating income and financial income (expenses), throughout the period of the contract:
|
(R$ million)
|
Estimated planned
funding of pension
and other post-
retirement benefit
obligations
|
|
Purchase
obligations
– raw
materials
|
|
Purchase
obligations
– utilities
|
|
Minimum
movement
obligations
– cargo
|
|
Operating
lease
|
|
|
Net sales and services
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Cost of products and services sold
|
(80.4
|
)
|
(638.4
|
)
|
(138.1
|
)
|
(93.6
|
)
|
-
|
|
|
Gross profit
|
(80.4
|
)
|
(638.4
|
)
|
(138.1
|
)
|
(93.6
|
)
|
-
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
Selling and commercial
|
(127.1
|
)
|
-
|
|
-
|
|
-
|
|
-
|
|
|
General and administrative
|
(308.2
|
)
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Income from the disposal of assets
|
-
|
|
-
|
|
-
|
|
-
|
|
(7.3
|
)
|
|
Other operating income, net
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Operating income
|
(515.7
|
)
|
(638.4
|
)
|
(138.1
|
)
|
(93.6
|
)
|
(7.3
|
)
|
b. Nature and purpose of the transaction
See “Item 10.6.b. Other off-balance sheet arrangements”.
c. Nature and amount of obligations assumed by and rights conferred upon the issue due to the transaction
See “Item 10.6.b. Other off-balance sheet arrangements”.
10.8. – Discussion on the main elements of the issuer’s business plan, specifically exploring the following topics:
-
Investments
-
-
i. Quantitative and qualitative description of the investments in progress and the estimated investments
In 2020, investments at Ultrapar, net of divestments and receivables, totaled R$ 1,488.2 million, a decline of 6% compared to the amount invested in 2019, mainly due to the preventive reduction of investments in 2020 as a cash containment measure with the uncertainties arising from the pandemic and lower growth in the markets.
Ultragaz invested R$ 282.4 million in 2020, allocated mainly to the acquisition and replacement of gas bottles, installations at new clients in the bulk segment, construction of new filling bases and maintenance work at existing operations. Ultracargo recorded investments of R$ 214.8 million in 2020, allocated to the construction of the new Vila do Conde terminal, to expansion at the Itaqui port terminal, acquisition of new areas and maintenance and operational safety at existing terminals. Oxiteno invested a total of R$ 201.6 million in 2020, mainly in maintenance and the safety of the productive units. Ipiranga invested a total of R$ 688.2 million in 2020, allocated mainly to the expanding and maintenance of the service station network and franchises as well as logistical infrastructure. Of total investments, R$ 204.5 million was expended in plant, property and equipment and additions to intangible assets, R$ 351.2 million on contractual assets (exclusive rights) and R$ 132.5 million in the form of drawdowns of financing to clients and advanced payments of rentals net of receipts. Extrafarma invested R$ 38.8 million in 2020, allocated mainly to the construction of the Maranhão distribution center, IT and in the maintenance and modernization of drugstores.
|
Ultrapar – Shareholders’ Meeting Manual
|
Ultrapar’s investment plan for 2021 totals R$ 1,891 million, an amount greater than that invested in 2019 and 2020. The expansion portion, which represents around half of the investment plan, prioritizes the growth of the businesses through capacity expansion or efficiency and productivity gains, leading to better returns, in line with the Company's strategic planning. The main investments in expansion contemplated in the plan for 2021 are concentrated in Ipiranga, Ultracargo and Ultragaz.
Ipiranga’s expansion investments focus on (i) the expansion of the logistics infrastructure, with the construction of logistics facilities in Belém (PA), Cabedelo (PB), Vitória (ES) (concessions won in 2019) and Fortaleza (CE), (ii) the growth of the service stations network, through the addition of service stations with larger throughput, prioritizing volume growth, and (iii) the expansion of AmPm company-operated stores and new franchises.
Ultracargo’s expansion investments will be directed to the construction of the terminal in Vila do Conde (Belém, PA) and to the expansion of the Itaqui (MA) terminal, amounting to R$ 280 million, which will result in a 19% growth in the company’s current storage capacity.
Ultragaz will invest in expansion to build new bottling plants in Belém (PA) and Fortaleza (CE), amounting to about R$ 70 million in 2021, and to attract new clients mainly in the bulk segment.
Oxiteno and Extrafarma will focus their expansion investments in logistics optimization to increase productivity and in the growth of its digital platforms, respectively.
About half of the investment plan for 2021 will be directed to the sustaining of the businesses, including mainly investments in safety, maintenance of assets and market share, renovation and remodeling of points of sales, as well as investments in information technology.
ii. Sources of financing investments
For further details on the sources of financing investments, see “Item 10.1.d. Sources for financing working capital and investments in non-current assets” and “Item 10.1.e. Sources for financing working capital and investments in non-current assets to be used to in case of deficiencies in liquidity”.
iii. Relevant disposals in process and forecasted disposals
According to the market announcement disclosed by Ultrapar on December 14, 2020 and consistent with the message the Company has been providing to its shareholders and the capital markets, Ultrapar evaluates periodically its portfolio of businesses, in order to maximize the value generation to is shareholders and stakeholders. Also aligned with the strategy the Company has been developing and informing the market, the priority in capital allocation for the next years is centered in the existing opportunities in the Oil & Gas value chain in Brazil, where the Company operates with three businesses and has structural competitive advantages. Oxiteno was built and has been developed by Ultrapar for more than 40 years and has an outstanding position in Brazil and Latin America, with modern industrial facilities and world-class technology in the chemical industry, a sector that has been going through a restructuring and consolidation process worldwide. Therefore, consistent with the growth strategy of Ultrapar and in order to allow the continuous expansion and strengthening of Oxiteno, Ultrapar is evaluating strategic alternatives to this business, which includes potential divestment. However, until the present moment, there is no formal decision regarding this potential divestment.
|
Ultrapar – Shareholders’ Meeting Manual
|
b. Disclosed acquisitions of plants, equipment, patents or other assets that may materially affect the issuer’s production capacity
There is no disclosed acquisitions of plants, equipment, patents or other assets that may materially affect the issuer's production capacity.
c. New products and services
Oxiteno carries on a wide range of research and development activities, principally related to the application of specialty chemicals and improvements in production processes. As of December 31, 2020, 156 employees of Oxiteno were engaged in research and development and engineering activities. Oxiteno’s research and development expenditures in 2020, 2019 and 2018 were R$ 60 million, R$ 60 million and R$ 57 million, respectively.
Oxiteno’s investments in research and development have resulted in the introduction of 128 new applications for its products during the last three years. Oxiteno will continue to invest in research and development focused on developing new product applications to meet clients’ needs.
In 2009, Ipiranga launched Km de Vantagens (“KMV”), a loyalty program through which customers and resellers may redeem rewards and benefits in areas of entertainment, tourism, magazines, airline tickets, car rental and others. With more than 34 million participants in 2020, KMV has served as an important platform, strengthening relationships with Ipiranga’s customers and resellers.
Also, as part of its differentiation strategy, Ipiranga launched in 2010 bakeries within its AmPm stores. Our bakeries serve fresh products, like bread, coffee, snacks and hot meals, through more than 150 items, including AmPm branded products. As of December 31, 2020, there were 810 bakeries.
In 2012, among Ipiranga's initiatives, we highlight the entrance in the segment of electronic payment for tolls, parking lots and fuels through ConectCar. Once installed on a vehicle’s windshield, ConectCar’s tag automatically opens toll gates through a monthly payment system. At the end of 2020, ConectCar reached 528 thousand active customers and is available on all toll roads in Brazil, as well as in several malls, parking lots and airports.
In 2014, Ipiranga launched a vertical and integrated supply solution, concentrating logistics, sales and service of AmPm convenience stores under a single umbrella structure: AmPm Suprimentos. This initiative aims to streamline AmPm operations, improve the franchisees’ competitiveness and ensure a higher quality product assortment, creating value for clients and franchisees. As of December 31, 2020, AmPm Suprimentos operated four distribution centers located in the states of Rio de Janeiro, São Paulo, Paraná and Rio Grande do Sul.
Also, in 2014, Ipiranga launched Beer Cave, a new beer purchase experience at its AmPm convenience stores. The Beer Cave is a walk-in refrigerated container aimed at the retail consumer that stores more than 100 national and international brands of cold beers ready for consumption. As of December 31, 2020, there were 480 Beer Caves installed in Ipiranga’s franchisees.
In 2015, Ipiranga opened a new AmPm configuration in São Paulo: an expanded concept of convenience comparable to small neighborhood supermarkets for urban service stations, with supply of fresh products – like fruits, vegetables, meats, flowers and a wider range of fast meals. Ipiranga also launched a flagship store, AmPm Estação, in São Paulo, a model developed for highway service stations to provide long distances travelers with a broader array of convenience and personal care products.
|
Ultrapar – Shareholders’ Meeting Manual
|
In 2016, Ipiranga developed and launched Abastece Aí (Portuguese for Fill Up Here), a mobile payment service app that seeks to maximize advantages from the integration of platforms to offer even greater convenience and benefits to customers. Through the Abastece Aí app, customers can obtain discounts in exchange for KMV points. In addition, they can receive rewards of their preference and finalize the refueling process by using a unique KMV password in a safe payment method. In 2020, over 2.3 million digital accounts were opened and the total number of transactions processed exceeded R$ 3.5 billion.
Ipiranga also launched a new gasoline called DT Clean in 2016, using one of the latest technologies in fuel additives that aims to bring engine performance to its original state, while at the same time increasing the car’s useful life and efficiency. DT Clean now has a robust fuel economy of more than 4%, the result of a new development in 2019.
In 2017, Ipiranga launched Octapro, a high-octane gasoline that features a combination of cutting-edge additives and, among other benefits, helps engines reach their top power and improves driving performance.
In 2019, Octapro was reformulated to offer immediate cleaning for the car tank and Ipiranga’s high performance additive S10 diesel called RendMax was launched, which is a fuel savings of over 3%, and that increases engine life and reduces its maintenance costs. In 2020, RendMax Agro was launched, aimed at Agribusiness, which in addition to delivering all the benefits of RendMax, remains preserved from microbial action during the months of the off-season, when the machines are left.
In 2019, Ipiranga started a pilot project for company operated AmPm stores, which includes stores inside and outside gas stations, in addition to attracting specialized franchisees to operate dealer stores. The objective is to expand the knowledge of the stores' operation and improve the services provided to all franchisees, in addition to allowing a more accelerated and structured expansion of the AmPm stores. Ipiranga ended 2020 with 55 company operated stores.
10.9. – Comments on other relevant factors that influenced operating performance
The coronavirus pandemic has had major impacts on and created challenges for companies, governments and the society, accelerating trends and generating structural changes. To soften the effects of the pandemic on the national healthcare system, the state governments have introduced social distancing measures, restricting the mobility of people and the operation of certain businesses (“lockdown”), with a significant impact on the country’s economic activities.
Among Ultra Group’s businesses, Ipiranga was the most affected by the pandemic and recorded a sharp drop in fuel sales volume throughout the year, with the most significant impact being the Otto cycle segment. In addition, strong volatility in the prices of oil and derivatives from the end of March of 2020, combined with a sharp drop in ethanol prices in April, caused significant inventory losses in the first half of 2020. To mitigate these impacts, Ipiranga took various initiatives for preserving cash and reducing expenses.
At Oxiteno, the coatings, automotive and oil & gas segments experienced weaker demand, which was partially attenuated by increased sales volume in the Home & Personal Care and Crop Solutions segments. Oxiteno’s management took rapid action to minimize the effects of the pandemic with contingency measures for controlling costs and expenses. The devaluation of the Real against the US dollar contributed significantly to the improvement in results.
|
Ultrapar – Shareholders’ Meeting Manual
|
Ultragaz reported a decline in sales volume in the bulk segment due to weaker demand from industries and small and medium size companies, both categories suffering a direct impact from social distancing measures. However, this effect was compensated by the increase of sales in the bottled segment due to greater demand for LPG for residential use. In the OPEX side, Ultragaz incurred additional expenditures from higher freight costs, given the need to source LPG from more distant supply bases.
At Ultracargo there were not relevant impacts due to the pandemic.
Extrafarma posted a drop in sales, mainly due to the temporary closure of drugstores located in shopping centers and the lower costumer’s flow at the drugstores that remained opened. On the other hand, the sales drop was partially offset by the rapid strengthening or expansion of sales operations through delivery channels and partnerships with delivery apps. In addition, the approval of Provisional Measure 936 by the government involving the suspension of labor contracts and the temporary reduction of salaries as well as other internal initiatives for productivity gains, contributed to a reduction in expenses, minimizing the impact in the results.
In order to strengthen the Company’s liquidity and cash position, in light of the uncertainty arising from the pandemic, at the end of March and in early April, Ultrapar and its subsidiaries contracted R$ 1.5 billion in new financing with a 12-month term. Of this total, R$ 1.3 billion was raised through the issue of promissory notes with a R$ 1.0 billion credit in April 6 and a R$ 0.3 billion credit in April 8. Furthermore, in order to preserve cash, the Company announced in April 1 a reduction up to 30% in its investment plan for 2020 and in August, Ultrapar’s management decided to not distribute the interim dividend for the current year.
In July 2020, Ultrapar reopened its 2029 notes issued in the international market, raising US$ 350.0 million with a coupon of 5.25% per year. Proceeds were used for the payment of debt with short term maturities, allowing the extension of the Company’s debt maturity profile and reinforcing its cash position.
Since the outset of the coronavirus pandemic, Ultrapar and its subsidiaries have been operating on multiple fronts to ensure the health and safety of its employees and partners, the stability and continuity of its operations and the financial soundness of the Company.
The home working regime was immediately adopted for employees in administrative functions with all the necessary support for maintaining activities. In addition to the basic concerns as to the safety of our employees, the Company adopted various initiatives focused on well-being with live broadcasts on the issues, psychological support and matters involving ergonomics, all in line with our principle of valuing people.
Through a multi-disciplinary committee, we have structured a plan for the gradual return to the office and resumption of normal working activities for administrative areas, adjusting work areas through the introduction of numerous preventive measures and the intensification of cleaning and safety protocols according to the guidelines of state and municipal governments and health entities.
During the year, the Company contributed to the nationwide drive to tackle the crisis, also benefiting the communities located around our businesses. In all approximately R$ 37 million was allocated for combatting the pandemic and its consequences.
|
Ultrapar – Shareholders’ Meeting Manual
|
The Ultra Group is part of the Salvando Vidas (Saving Lives) matchfunding initiative in partnership with the Brazilian Development Bank - BNDES, which supported the largest philanthropic network of hospitals in Brazil and responding for more than 50% of attendances in the National Health Service SUS. The Group also donated 10 thousand basic baskets of goods to the state government of São Paulo, distributing them to vulnerable families throughout the state.
Ultragaz supported the building of a field hospital in the city of São Paulo as well as supplying LGP to other field hospitals in the states of São Paulo and Bahia. It also donated 8 thousand LGP gas bottles, 6 thousand basic baskets of goods and 650 thousand bars of biodegradable soap to communities in the states of Bahia, Ceará, Mato Grosso do Sul, Rio de Janeiro, and São Paulo. Together with the Ministry of Health and with the participation of resellers, the company distributed informational fliers on how to prevent coronavirus in 57 municipalities, impacting about 10 million people.
Ultracargo lent its support to the Pernambuco Solidário (solidarity) campaign against COVID-19 and run by the Associação Incubadora Porto Social and the state government as well as donating hospital equipment and beds in the states of Maranhão and Pará. The Company also donated 3 thousand basic baskets of goods to the communities in the vicinity of its six port terminals.
Oxiteno supported initiatives in Brazil, Uruguay, and the United States, including donations for the acquisition of basic baskets of goods for distribution to low income families living around its industrial plants.
Ipiranga was part of a corporate initiative for building a new hospital in the city of Porto Alegre (RS), in addition to support for the construction of a field hospital in Rio de Janeiro (RJ). Among other donations, it supplied fuel to field hospitals and movements for distributing alcohol gel sanitizer to government health departments and hospitals. As well as meals to truckers in different parts of the country. Through the abastece aí app, it offered a discount of 10% on each purchase from the pumps made by professionals in the health sector at service stations in the network.
Extrafarma donated 80 thousand masks and gloves to the state government of Pará and 60 thousand items of hygiene and to ten institutions in the states of Pará, Pernambuco, Bahia and Ceará.
Ultragaz, Ultracargo and Oxiteno also participated in a collective initiative at the Camaçari Petrochemical Complex (BA), which delivered ventilators to the government of Bahia, and jointly Ultracargo and Extrafarma donated 90 thousand protective masks and gloves to the state government of Maranhão.
|
Ultrapar – Shareholders’ Meeting Manual
|
|
ULTRAPAR PARTICIPAÇÕES S.A.
|
|
|
|
|
|
|
|
EXHIBIT IV (ANNEX 9-1-II OF CVM INSTRUCTION 481/09)
|
|
Allocation of net income
|
|
|
|
|
|
|
|
(in thousands of Reais, except when otherwise mentioned)
|
|
Year ended
12/31/2020
|
|
|
|
|
|
1. Inform net income for the fiscal year¹
|
|
893,384
|
|
|
|
|
|
2. Inform the total amount of dividends and dividends per share, including prepaid dividends and interest on equity already declared
|
|
|
|
Total amount
|
|
479,748
|
|
Amount per common shares (R$) - Interim dividends
|
|
-
|
|
Amount per common shares (R$) - Complementary dividends
|
|
0.44
|
|
|
|
|
|
3. Inform the percentage of distribution of net income for the fiscal year
|
|
54%
|
|
|
|
|
|
4. Inform the total amount of dividends and dividends per share based on the net income of previous years
|
|
|
|
Total amount
|
|
-
|
|
Amount per common shares (R$) - Interim dividends
|
|
-
|
|
|
|
|
|
5. Inform, deducting prepaid dividends and interest on equity declared
|
|
|
|
|
|
|
|
a. The gross amount of dividends and interest on equity, individually, based on the number of shares of each type and class
|
|
-
|
|
Gross amount - Dividends common shares
|
|
-
|
|
|
|
|
|
b. Form and term of dividend and interest on equity payments
|
|
|
|
Form of payment
|
|
-
|
|
|
|
|
|
Payment term
|
|
-
|
|
|
|
|
|
c. Any levy of monetary restatement and interest on dividends and interest on equity
|
|
-
|
|
|
|
|
|
d. Date of declaration of payment of dividends and interest on equity taken into account for identification of shareholders entitled to receive dividends and interest on equity
|
|
-
|
|
|
|
|
|
6. In the event of dividends or interest on equity declared based on net income with respect to semiannual balance sheets or shorter periods
|
|
|
|
|
|
|
|
a. Inform the total amount of dividends or interest on equity declared
|
|
-
|
|
|
|
|
|
b. Inform the date of the respective payments
|
|
-
|
|
ULTRAPAR PARTICIPAÇÕES S.A.
|
|
|
|
|
|
|
|
EXHIBIT IV (ANNEX 9-1-II OF CVM INSTRUCTION 481/09)
|
|
Allocation of net income
|
|
|
|
|
|
|
|
(in thousands of Reais, except when otherwise mentioned)
|
|
Year ended
12/31/2020
|
|
|
|
|
|
7. Provide a comparative table indicating the following value per share of each type and class
|
|
|
|
|
|
|
|
a. Net income for the fiscal year and for the three (3) previous years²
|
|
|
|
Amount per common shares (R$) - 12.31.2020
|
|
0.82
|
|
Amount per common shares (R$) - 12.31.2019
|
|
0.34
|
|
Amount per common shares (R$) - 12.31.2018
|
|
1.06
|
|
Amount per common shares (R$) - 12.31.2017
|
|
1.45
|
|
|
|
|
|
b. Dividends and interest on equity distributed in the three (3) previous years³
|
|
|
|
|
|
|
|
12.31.2019
|
|
478,851
|
|
Amount per common shares (R$) - Interim dividends
|
|
0.20
|
|
Amount per common shares (R$) - Complementary dividends
|
|
0.24
|
|
|
|
|
|
12.31.2018
|
|
684,565
|
|
Amount per common shares (R$) - Interim dividends
|
|
0.28
|
|
Amount per common shares (R$) - Complementary dividends
|
|
0.35
|
|
|
|
|
|
12.31.2017
|
|
950,895
|
|
Amount per common shares (R$) - Interim dividends
|
|
0.43
|
|
Amount per common shares (R$) - Complementary dividends
|
|
0.45
|
|
|
|
|
|
|
|
|
8. If there is destination of income to the legal reserve
|
|
|
|
|
|
|
|
a. Identify the amount allocated to legal reserve
|
|
44,669
|
|
|
|
|
|
b. Detail the method for the calculation of the legal reserve
|
|
Article 193 - Brazilian Corporate Law - Of the net income for the fiscal year, 5% will be allocated, prior to any other destination, to the legal reserve, which shall not exceed 20% of the share capital. ARTICLE 54 BYLAWS After the balance sheet and the other financial statements are prepared, and after the deduction of accrued losses, the provision for income tax and, if applicable, the provision for directors’ and executive officers’ annual profit sharing, five percent (5%) of the net profit will be allocated to the legal reserve, up to the limit of twenty percent (20%) of the capital stock.
|
|
|
|
|
|
9. If the company has preferred shares entitled to receive fixed or minimum dividends
|
|
|
|
|
|
|
|
a. Describe the method for calculation of fixed or minimum dividends
|
|
-
|
|
|
|
|
|
b. Inform whether the net income for the fiscal year is sufficient to fully pay fixed or minimum dividends
|
|
-
|
|
|
|
|
|
c. Identify if any unpaid portion is cumulative
|
|
-
|
|
|
|
|
|
d. Identify the total amount of fixed or minimum dividends to be paid with respect to each class of preferred shares
|
|
-
|
|
|
|
|
|
e. Identify fixed or minimum dividends to be paid with respect to each class of preferred shares
|
|
-
|
|
ULTRAPAR PARTICIPAÇÕES S.A.
|
|
|
|
|
|
|
|
EXHIBIT IV (ANNEX 9-1-II OF CVM INSTRUCTION 481/09)
|
|
Allocation of net income
|
|
|
|
|
|
|
|
(in thousands of Reais, except when otherwise mentioned)
|
|
Year ended
12/31/2020
|
|
|
|
|
|
10. With respect to the mandatory dividend
|
|
|
|
|
|
|
|
a. Describe the method for calculation set in the bylaws
|
|
Bylaws - Article 54. After the balance sheet and the other financial statements are prepared, and after the deduction of accrued losses, the provision for income tax and, if applicable, the provision for directors’ and executive officers’ annual profit sharing, five percent (5%) of the net profit will be allocated to the legal reserve, up to the limit of twenty percent (20%) of the capital stock. §1 The remaining profit will have the following destination: a) fifty percent (50%) for payment of the mandatory dividend to the shareholders, deducted by semiannual or interim dividends that may have already been distributed.
|
|
|
|
|
|
b. Inform if the dividend is being fully paid
|
|
Yes
|
|
|
|
|
|
c. Inform the amount eventually retained
|
|
-
|
|
|
|
|
|
|
|
|
|
11. In the event of retained mandatory dividend due to the company’s financial condition
|
|
|
|
|
|
|
|
a. Inform the retained amount
|
|
-
|
|
|
|
|
|
b. Describe, in details, the company’s financial condition, including any aspects relating to the liquidity analysis, working capital and positive cash flow
|
|
-
|
|
|
|
|
|
c. Justify the retaining of dividend
|
|
-
|
|
|
|
|
|
12. In the event of destination of net income to the contingency reserve
|
|
|
|
|
|
|
|
a. Identify the amount allocated to the reserve
|
|
-
|
|
|
|
|
|
b. Identify any probable loss and the reason therefore
|
|
-
|
|
|
|
|
|
c. Explain why the loss is considered probable
|
|
-
|
|
|
|
|
|
d. Justify the establishment of the reserve
|
|
-
|
|
|
|
|
|
13. In the event of destination of net income to the unrealized profit reserve
|
|
|
|
|
|
|
|
a. Identify the amount allocated to the profit reserve
|
|
-
|
|
|
|
|
|
b. Inform the nature of unrealized profits which originated the reserve
|
|
-
|
|
ULTRAPAR PARTICIPAÇÕES S.A.
|
|
|
|
|
|
|
|
EXHIBIT IV (ANNEX 9-1-II OF CVM INSTRUCTION 481/09)
|
|
Allocation of net income
|
|
|
|
|
|
|
|
(in thousands of Reais, except when otherwise mentioned)
|
|
Year ended
12/31/2020
|
|
|
|
|
|
14. In the event of destination of net income to statutory reserve4
|
|
|
|
|
|
|
|
a. Describe the statutory clauses which establish the reserve
|
|
Bylaws - Article 54 - item b)
|
|
|
|
|
|
b. Identify the amount allocated to the reserve5
|
|
368,192
|
|
|
|
|
|
c. Describe how the amount was calculated
|
|
At the proposal of the management bodies, up to 50% (fifty percent) of adjusted net income may be used to create an investment reserve, aimed at protecting the integrity of the Company´s assets and strengthen its capital stock, in order to allow new investments to be made, up to the limit of one hundred percent (100%) of the capital stock, provided that the balance of such reserve, when combined with other profit reserve balances, except for the unrealized profit reserve and the contingency reserves, shall not exceed one hundred percent (100%) of the capital stock and, once such limit is reached, the shareholders’ meeting shall determine the allocation of the surplus through an increase of the capital stock or in the distribution of dividends.
|
|
|
|
|
|
15. In the event of retention of profits under the capital budget
|
|
|
|
|
|
|
|
a. Identify the amount retained
|
|
-
|
|
|
|
|
|
b. Provide a copy of the capital budget
|
|
-
|
|
|
|
|
|
16. In the event of destination of net income to the tax incentive reserve
|
|
|
|
|
|
|
|
a. Identify the amount allocated to the reserve
|
|
-
|
|
|
|
|
|
b. Explain the nature of the destination
|
|
-
|
|
|
|
|
¹ Net income of Ultrapar's shareholders.
|
|
|
|
² Number of shares used for the income per share calculation does not include shares held in treasury of the Company. The value per share consider, for all periods shown, the stock split of common shares at a ratio of one currently existing share to two shares of the same class and type and approved by the Annual Shareholders' Meeting on April 10, 2019. The amount of stocks used to calculate the value per share consider the issuance of 2,108,542 common shares approved by the Company’s Board of Directors Meeting on February 19, 2020, issuance of 86,978 shared approved by the Company’s Board of Directors Meeting on August 12, 2020 and issuance of 70,939 shares approved by the Company’s Board of Directors Meeting on February 24, 2021.
|
|
³ Number of shares used for the income per share calculation does not include shares held in treasury of the Company. The value per share consider, for all periods shown, the stock split of common shares at a ratio of one currently existing share to two shares of the same class and type and approved by Annual Shareholders' Meeting on April 10, 2019.
|
|
4 Investments statutory reserve made in accordance with Article 194 of the Brazilian Corporate Law and item b of Article 54 of the Company's Bylaws in order to preserve the integrity of corporate assets and strengthen the Company's capital, allowing new investments.
|
|
5 The amount includes the realization of revaluation reserve, net of income tax and social contribution, in the amount of R$ 185 thousand and loss of participation in subsidiaries in the amount of R$ 959 thousand.
|
EXHIBIT V - ITEMS 12.5 TO 12.10 OF THE REFERENCE FORM
-
Annual General Shareholders’ Meeting (“AGM”) and Management
12.5. Information about the candidates for the Board of Directors and the Fiscal Council appointed or supported by management
Board of Directors
|
Name
|
|
Date of birth
|
|
Profession
|
|
CPF/ME
|
|
Elective position to be held
|
|
Expected election and investiture date
|
|
Term of office
|
|
Other positions held in the issuer
|
|
Will be elected by the Controller
|
|
Consecutive Terms
|
|
Alexandre Teixeira de Assumpção Saigh
|
|
07/13/1967
|
|
Business
Executive
|
|
116.834.178-79
|
|
Member of the Board of Directors (effective)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
-
|
|
No
|
|
1
|
|
Ana Paula Vitali Janes Vescovi
|
|
04/08/1969
|
|
Economist
|
|
862.654.587-87
|
|
Member of the Board of Directors (effective/
independent)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
See table below
|
|
No
|
|
1
|
|
Flavia Buarque de Almeida
|
|
08/04/1967
|
|
Business
Executive
|
|
149.008.838-59
|
|
Member of the Board of Directors (effective/
independent)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
See table below
|
|
No
|
|
1
|
|
Jorge Marques de Toledo Camargo
|
|
04/28/1954
|
|
Geologist
|
|
114.400.151-04
|
|
Member of the Board of Directors (effective/
independent)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
See table below
|
|
No
|
|
3
|
|
José Galló
|
|
09/11/1951
|
|
Business
Executive
|
|
032.767.670-15
|
|
Member of the Board of Directors (effective/
independent)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
See table below
|
|
No
|
|
1
|
|
José Luiz Alquéres
|
|
03/31/1944
|
|
Civil Engineer
|
|
027.190.707-00
|
|
Member of the Board of Directors (effective/
independent)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
-
|
|
No
|
|
0
|
|
José Maurício Pereira Coelho
|
|
08/04/1966
|
|
Accountant
|
|
853.535.907-91
|
|
Member of the Board of Directors (effective/
independent)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
See table below
|
|
No
|
|
3
|
|
Lucio de Castro Andrade Filho
|
|
04/01/1945
|
|
Engineer
|
|
061.094.708-72
|
|
Member of the Board of Directors (effective)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
See table below
|
|
No
|
|
18
|
|
Marcos Marinho Lutz
|
|
12/30/1969
|
|
Engineer
|
|
147.274.178-12
|
|
Member of the Board of Directors (effective)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
-
|
|
No
|
|
0
|
|
Otávio Lopes Castello Branco Neto
|
|
10/28/1958
|
|
Engineer
|
|
055.240.348-20
|
|
Member of the Board of Directors (effective)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
-
|
|
No
|
|
0
|
|
Pedro Wongtschowski
|
|
04/24/1946
|
|
Chemical Engineer
|
|
385.585.058-53
|
|
Member of the Board of Directors (effective)
|
|
04/14/2021
|
|
Up to 2023 AGM
|
|
See table below
|
|
No
|
|
5
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Fiscal Council
|
Name
|
|
Date of birth
|
|
Profession
|
|
CPF/ME
|
|
Elective position to be held
|
|
Expected election and investiture date
|
|
Term of office
|
|
Other positions held in the issuer
|
|
Will be elected by the Controller
|
|
Consecutive Terms
|
|
Flavio César Maia Luz
|
|
07/27/1951
|
|
Engineer
|
|
636.622.138-34
|
|
Member of the Fiscal Council (effective)
|
|
04/14/2021
|
|
Up to 2022 AGM
|
|
See table below
|
|
No
|
|
0
|
|
Márcio Augustus Ribeiro
|
|
12/27/1954
|
|
Engineer
|
|
006.211.088-80
|
|
Member of the Fiscal Council (alternate)
|
|
04/14/2021
|
|
Up to AGM 2022
|
|
-
|
|
No
|
|
14
|
|
Geraldo Toffanello
|
|
10/12/1950
|
|
Accountant
|
|
075.257.060-72
|
|
Member of the Fiscal Council (effective)
|
|
04/14/2021
|
|
Up to AGM 2022
|
|
-
|
|
No
|
|
4
|
|
Pedro Ozires Predeus
|
|
05/04/1944
|
|
Accountant
|
|
005.474.508-00
|
|
Member of the Fiscal Council (alternate)
|
|
04/14/2021
|
|
Up to 2022 AGM
|
|
-
|
|
No
|
|
16
|
|
William Bezerra Cavalcanti Filho
|
|
10/26/1956
|
|
Economist
|
|
530.627.607-53
|
|
Member of the Fiscal Council (effective)
|
|
04/14/2021
|
|
Up to 2022 AGM
|
|
-
|
|
No
|
|
2
|
|
Sandra Regina de Oliveira
|
|
10/12/1961
|
|
Statistician
|
|
057.186.378-73
|
|
Member of the Fiscal Council (alternate)
|
|
04/14/2021
|
|
Up to 2022 AGM
|
|
-
|
|
No
|
|
0
|
The Company informs that all members appointed hereby to the Fiscal Council are considered independent members, pursuant to article 162 and paragraphs of the Brazilian Corporate Law.
|
Ultrapar – Shareholders’ Meeting Manual
|
-
Main professional experiences over the last 5 years.
Board of Directors
Effective Members
Alexandre Teixeira de Assumpção Saigh
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Member of the Board of Directors (2020 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
Ultra S.A. Participações
|
|
Holding company that holds 25% of Ultrapar’s capital
|
No
|
|
Pátria Investments Limited
|
-
Chief Executive Officer (2010 – current)
-
Member of the Board of Directors (2010 – current)
|
Leading alternative asset management company in Latin America
|
No
|
|
Pátria Holdings Limited
|
-
Executive Officer (2007 – current)
|
Leading alternative asset management company in Latin America
|
No
|
|
Pátria Investimentos Ltda.
|
-
Co-founder and member of the Executive Committee (2000 – current)
|
Leading alternative asset management company in Latin America
|
No
|
|
Banco Patrimônio
|
-
Partner of merchant banking / private equity (1994 – 1999)
|
Financial institution
|
No
|
Ana Paula Vitali Janes Vescovi
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Member of the Board of Directors (2019 – current)
-
Member of the Audit and Risks Committee (2019 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
Banco Santander S.A.
|
-
Chief economist (2019 – current)
|
Financial institution
|
No
|
|
Federative Republic of Brazil
|
-
Executive Secretary of the Ministry of Finance (2018
-
Secretary of the National Treasury (2016 – 2018)
|
Executive Branch
|
No
|
|
Caixa Econômica Federal
|
-
Chairman of the Board of Directors (2017 – 2018)
|
Financial institution
|
No
|
|
IRB – Instituto Brasileiro de Resseguros
|
-
Member of the Board of Directors (2016 – 2018)
|
Reinsurance sector
|
No
|
|
Centrais Elétricas Brasileiras – Eletrobrás
|
-
Member of the Board of Directors (2016 – 2017)
|
Electricity sector
|
No
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Flavia Buarque de Almeida
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Member of the Board of Directors (2019 – current)
-
Member of the Strategy Committee (2019 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
Península Capital S.A.
|
-
CEO (2019 – current)
-
Officer (2013 – 2019)
-
Partner (2013 – current)
|
Company specialized in investments
|
No
|
|
O3 Gestão de Recursos Ltda.
|
|
Company specialized in investments
|
No
|
|
BRF S.A.
|
-
Member of the Board of Directors (2017 – current)
|
Company in the food segment
|
No
|
|
Groupe Carrefour S.A.
|
-
Member of the Board of Directors (2017 – current)
|
Company in the retail segment
|
No
|
|
W2W E-Commerce de Vinhos S.A.
|
-
Member of the Board of Directors (2016 – current)
|
Company in the retail segment
|
No
|
|
Vitamina Chile S.P.A.
|
-
Member of the Board of Directors (2016 – current)
|
Company in the education segment
|
No
|
|
GAEC Educação S.A.
|
-
Member of the Board of Directors (2014 – 2018)
|
Company in the education segment
|
No
|
|
Lojas Renner S.A.
|
-
Member of the Board of Directors (2011 – 2016)
|
Company in the retail segment
|
No
|
Jorge Marques de Toledo Camargo
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Strategy Committee Member (2019 – current)
-
Member of the Board of Directors
(2015 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
Açu Petróleo S.A.
|
-
Member of the Board of Directors, Coordinator of the People, Sustainability and Governance Committee (2020 – current)
|
Company in the infrastructure and logistics sector, specialized in oil handling
|
No
|
|
CEBRI – Centro Brasileiro de Relações Internacionais
|
-
Member of the Board of Trustees (2018 – current)
|
Reference think tank in international relations in Brazil
|
No
|
|
Instituto Brasileiro de Petróleo, Gás e Biocombustíveis – IBP
|
-
President (2015 – 2018)
-
Member of the Board of Directors (2010 – current)
|
Non-profit association focused on the development of the oil, natural gas and biofuels sector
|
No
|
|
Prumo Logística S.A.
|
-
Member of the Board of Directors and Strategy Committee, People, Compliance and Sustainability Committee Coordinator (2014 – current)
|
Company in the infrastructure and logistics sector
|
No
|
|
McKinsey & Comp, Inc. Brasil
|
-
Senior Advisor (2012 – 2019)
|
Consultancy
|
No
|
|
Mills Estruturas e Serviços de Engenharia S.A.
|
-
Member of the Board of Directors (2011 – 2017)
|
Specialized engineering services company in Brazil
|
No
|
|
Ultrapar – Shareholders’ Meeting Manual
|
José Galló
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Member of the Board of Directors and People Committee (2019 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
Instituto Caldeira
|
-
Vice-President of the Decision-Making Council (current)
|
Institution that aims to connect companies and startups to stimulate the innovation ecosystem in Rio Grande do Sul
|
No
|
|
Localiza Rent a Car S.A.
|
-
Member of the Board of Directors (2010 – 2020)
-
Vice-President of the Board of Directors (2019 – 2020)
|
Company in the car rental and fleet management segment
|
No
|
|
Lojas Renner
|
-
President of the Board of Directors (2019 – current)
-
Chief Executive Officer (1999 – 2019)
-
Member of the Board of Directors (1998 – 2019)
|
Company in the retail segment
|
No
|
|
Itaú Unibanco Holding S.A.
|
-
Member of the Board of Directors (2016 – current)
|
Financial institution
|
No
|
|
SLC Agrícola S.A.
|
-
Member of the Board of Directors (2007 – 2016)
|
Company in the agricultural sector
|
No
|
|
Câmara de Dirigentes Lojistas de Porto Alegre
|
-
Vice-President (2005 – current)
|
Association for development of the retail market in Porto Alegre
|
No
|
|
Endeavor Brasil
|
-
Ambassador in Rio Grande do Sul (2002 – current)
|
Non-profit organization
|
No
|
José Luiz Alquéres
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Enauta Participações S.A.
|
-
Member of the Board of Directors (2010 – current)
|
Company for the production of oil
|
No
|
-
Strategy Committee Member and Management (2020 – current)
|
|
IHGB – Instituto Histórico e Geográfico Brasileiro
|
-
Institutional Relations Officer (2020 – current)
|
Cultural Organization
|
No
|
|
Casa FIRJAN
|
-
Chairman of the Strategic Council (2020 – current)
|
Think tank
|
No
|
|
Instituto Cultural EDP – Eletricidade de Portugal
|
-
Vice-President (2019 – current)
|
Cultural investments
|
No
|
|
Monteiro Aranha S.A.
|
-
Member of the Board of Directors (2018 – current)
|
Holding company
|
No
|
|
Energisa S.A.
|
-
Member of the Board of Directors (2017 – current)
|
Holding company with equity interest in companies related to energy distribution
|
No
|
|
Centrais Elétricas Brasileiras S.A. –Eletrobras
|
-
Chairman of the Board of Directors (2016 – 2017)
|
Holding company that controls most of the electricity generation and transmission systems in Brazil
|
No
|
|
Comerc S.A.
|
-
Member of the Advisory Council (2012 – current)
|
Energy trader
|
No
|
|
JL Alquéres Consultores Associated
|
-
Executive Officer (1999 – current)
|
Consulting Company
|
No
|
|
Ultrapar – Shareholders’ Meeting Manual
|
José Maurício Pereira Coelho
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Member of the Audit and Risks Committee (2019 – current)
-
Member of the Board of Directors (2015 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
Vale S.A.
|
-
President of the Board of Directors (2019 – current)
|
Company in the mining segment
|
No
|
|
ABRAPP – Associação Brasileira das Entidades Fechadas de Previdência Complementar
|
-
Chairman of the Decision-Making Council (2018 – current)
|
Representative of closed private pension entities
|
No
|
|
Previ – Caixa de Previdência dos Funcionários do Banco do Brasil
|
-
Chief Executive Officer (2017 – current)
|
Management fund
|
No
|
|
IRB – Instituto Brasileiro de Resseguros
|
-
Member of the Board of Directors (2017 – 2019)
|
Reinsurance sector
|
No
|
|
BB Seguridade Participações S.A.
|
-
Chief Executive Officer (2017 – 2018)
-
Member of the Board of Directors (2015 – 2018)
|
Financial institution
|
No
|
|
Confederação Nacional das Empresas de Seguros Gerais
|
-
Member of the Board of Directors (2017 – 2018)
|
Association for representation of companies in the purchase of general insurances
|
No
|
|
Mapfre BB SH2 Participações S.A.
|
-
Member of the Board (2017 – 2018)
|
Company in the insurance segment
|
No
|
|
Brasilprev Seguros e Previdência S.A.
|
-
Member of the Board of Directors (2017 – 2018)
|
Company in the insurance and social security segment
|
No
|
|
Banco do Brasil S.A.
|
-
Vice-President of Financial Management and Investor Relations (2015 – 2017)
-
Finance Officer (2012 – 2015)
-
Capital Market Officer (2009 – 2012)
|
Financial institution
|
No
|
|
Cielo S.A.
|
-
Member of the Board of Directors (2012 – 2017)
|
Company operating in the payment card sector in Latin America
|
No
|
Lucio de Castro Andrade Filho
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Strategy Committee Member (2019 – current)
-
Member of the Conduct Committee (2018 – current)
-
Vice-President of the Board of Directors (1998 – 2017 e 2018 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
-
People Committee Coordinator (2011 – current)
|
|
Ultra S.A. Participações
|
-
Officer (1982 – current)
-
Member of the Board of Directors (1982 – 2018)
|
Holding company that holds 25% of Ultrapar’s capital
|
Yes
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Marcos Marinho Lutz
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Votorantim S.A.
|
-
Member of the Board of Directors (2020 – current)
|
Holding company with operations in several segments
|
No
|
|
Rumo Logística S.A.
|
-
Chairman of the Board of Directors (2020)
-
Member of the Board of Directors (2008 – 2020)
|
Provision of cargo transportation services by rail and road modality
|
No
|
|
Corteva Agriscience
|
-
Member of the Board of Directors (2019 – current)
|
Agriscience company fully dedicated to agriculture
|
No
|
|
Federação das Indústrias do Estado de São Paulo - Fiesp
|
-
President of the Infrastructure Council (2015 – current)
|
Federation that fosters industrial activity, seeks more competitiveness and promotes ways to reduce production costs and downsizing of the sector
|
No
|
|
Comgás S.A.
|
-
Member of the Board of Directors (2013 – 2020)
-
|
Economic group operating in the energy sector, through the generation, distribution and sale of natural gas, distribution of fuels and the production and export of sugar and ethanol
|
No
|
|
Raizen S.A.
|
-
Member of the Board of Directors (2011 – 2020)
|
No
|
|
Cosan S.A. - Indústria e Comércio
|
-
Chief Executive Officer (2009 – 2020)
|
No
|
|
Moove S.A.
|
-
Member of the Board of Directors (2008 – 2020)
|
No
|
|
Monsanto S.A.
|
-
Member of the Board of Directors (2014 – 2018)
|
Agribusiness Company
|
No
|
Otávio Lopes Castello Branco Neto
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Pátria Investimentos Ltda.
|
-
Partner and Member of the Board of Directors (2021 – current)
-
Partner and Member of the Executive Committee (by 2020)
|
Leading alternative asset management company in Latin America
|
No
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Pedro Wongtschowski
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Strategy Committee Coordinator (2019 – current)
-
Chairman of the Board of Directors (2018 – current)
-
Vice-President of the Board of Directors (2017 – 2018)
-
Member of the People Committee (2015 – 2019)
-
Member of the Board of Directors (2013 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
Ultra S.A. Participações
|
-
Chief Executive Officer (2019 – current)
-
Member of the Board of Directors (by 2018)
|
Holding company that holds 25% of Ultrapar’s capital
|
Yes
|
|
IEDI – Instituto de Estudos para o Desenvolvimento Industrial
|
-
President (2015 – 2019)
-
Officer (2019 – current)
|
Private institute for studies on industry and national development
|
No
|
|
FEBRABAN – Federação Brasileira de Bancos
|
-
Member of the Advisory Council (2018 – current)
|
Contribute to the economic, social and sustainable development of the country, representing its members and seeking the continuous improvement of the financial system and its relations with society
|
No
|
|
CCT – Conselho Nacional de Ciência e Tecnologia da Presidência da República do Brasil
|
-
Member do Council (2017 – current)
|
Advisory body of superior advice from the Presidency of the Republic for the formulation, implementation and evaluation of the National Policy on Science, Technology and Innovation
|
No
|
|
Embraer S.A.
|
-
Member of the Board of Directors (2015 – current)
|
Aircraft manufacturer publicly traded company
|
No
|
|
CTC – Centro de Tecnologia Canavieira
|
-
Member of the Board of Directors (2015 – current)
|
The world’s leading center for the development and integration of disruptive technologies in the sugar-energy industry
|
No
|
|
Fundação de Amparo à Pesquisa do Estado de São Paulo – FAPESP
|
-
Member of the High Council (2015 – current)
|
Agency to promote scientific and technological research
|
No
|
|
EMBRAPII – Companhia Brasileira de Pesquisa e Inovação Industrial
|
-
Chairman of the Board of Directors (2013 – current)
|
Its purpose is promoting and encouraging business projects of research, development and innovation aimed at industrial sectors through cooperation with technological research institutions, the signing of a management contract signed with the Ministry of Science, Technology and Innovation, as supervisory agency
|
No
|
|
ANPEI – Associação Nacional de Pesquisa e Desenvolvimento das Empresas Inovadoras
|
-
Chairman of the Management Council (2013 – current)
|
Entity representing innovative companies in Brazil
|
No
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Fiscal Council
Effective members
Flavio César Maia Luz
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Coordinator of the Audit and Risks Committee (2019 – current)
-
Chairman of the Fiscal Council (2005 – 2019)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
Livetech Indústria e Comércio S.A.
|
-
Member of the Board of Directors and Audit Committee Coordinator (2021 – current)
|
Technology company for data communication, security, energy and automation infrastructure
|
No
|
|
Linx S.A.
|
-
Member of the Fiscal Council (2018 – current)
|
Company dedicated to the production and management of software and payment methods for retail
|
No
|
|
Duratex S.A.
|
-
Chairman of the Fiscal Council (2018 – 2019)
|
Industry producing wood panels and building materials
|
No
|
|
Marcopolo S.A.
|
-
Member of the Board of Directors (2016 – 2018)
|
Industry dedicated to the production of bus bodies, in Brazil and abroad
|
No
|
|
Itaúsa S.A.
|
-
Member of the Fiscal Council (2014 – 2020)
|
Holding company operating in the financial and industrial sector
|
No
|
|
Soares Penido Obras Construções e Investimentos S.A.
|
-
Chairman of the Board of Directors (2013 – current)
|
Company operating in the engineering and agricultural services sector
|
No
|
|
CTEEP S.A.
|
-
Member of the Fiscal Council (2012 – 2020)
|
Company operating in the energy transmission segment
|
No
|
|
Sinqia S.A.
|
-
Member of the Board of Directors (2012 – 2016)
|
Company operating in the development of systems aimed at financial institutions
|
No
|
|
Zen Indústria Metalúrgica S.A.
|
-
Member of the Board of Directors (2011 – current)
|
Auto parts industry
|
No
|
|
Ser Educacional S.A.
|
-
Member of the Board of Directors (2010 – current)
|
Conglomerate of universities and educational institutions focused on college, graduation and technical courses
|
No
|
|
Doing Business Consultoria Empresarial Ltda.
|
-
Partner-Officer (2010 – current)
|
Business and corporate finance boutique
|
No
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Geraldo Tofanello
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Chairman of the Fiscal Council (2019 – current)
-
Effective member of the Fiscal Council (2017 – 2018)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
Gerdau S.A.
|
-
Member of the Fiscal Council (2015 – current)
|
Publicly traded company with activities in the steel industry
|
No
|
|
Metalúrgica Gerdau S.A.
|
-
Member of the Fiscal Council (2014 – current)
|
Publicly traded holding company
|
No
|
|
Luzes do Mundo Ltda.
|
|
Company focused on lighting products – decorative and technical, representing renowned international brands
|
No
|
William Bezerra Cavalcanti Filho
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Effective member of the Fiscal Council (2018 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
Pré-sal Petróleo S.A.
|
-
Member of the Audit Committee (2019 – current)
|
Company representative of the Brazilian Government in the oil production sharing regime
|
No
|
|
Norte Energia S.A.
|
-
Alternate member of the Fiscal Council (2018 – current)
|
Company in the electricity sector
|
No
|
|
Casa da Moeda do Brasil
|
-
Member of the Board of Directors (2018 – 2019)
|
Public company responsible for the production of the Brazilian currency and other security products
|
No
|
|
QGEP – Queiroz Galvão Exploração e Produção S.A.
|
-
Alternate member of the Fiscal Council (2014 – 2017)
|
Company in the oil and gas exploration and production sector
|
No
|
|
General Shopping S.A.
|
-
Alternate member of the Fiscal Council (2014 – 2017)
|
Company in the shopping mall administration, planning and leasing sector
|
No
|
|
Log-In S.A.
|
-
Member of the Fiscal Council (2014 – 2016)
|
Company in the coastal shipping sector in Brazil
|
No
|
|
CPFL Energia S.A.
|
-
Member of the Fiscal Council (2013 – 2017)
|
Company in the electricity sector
|
No
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Fiscal Council
Alternate Members
Marcio Augustus Ribeiro
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Alternate member of the Fiscal Council (2007 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
Pedro Ozires Predeus
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Ultrapar Participações S.A.
|
-
Alternate member of the Fiscal Council (2005 – current)
|
Company operating in the oil and gas chain – in the fuel, LPG and liquid bulk storage sector –, specialty chemicals industry and pharmaceutical retail
|
Yes
|
|
ABRASCA – Associação Brasileira de Companhias Abertas
|
-
Evaluator of the ABRASCA Award for Best Annual Report – 4th year – (2014 – current)
|
Non-profit association for the defense of publicly traded companies
|
No
|
|
Instituto Brasileiro de Governança Corporativa – IBGC
|
|
Activities of member organizations related to education, culture, art and defense of social rights
|
No
|
|
Alma Clínica de Doenças Nervosas S/S Ltda.
|
-
Financial Administrative Officer (2013 – current)
|
Family medical clinic
|
No
|
|
PricewaterhouseCoopers (PWC)
|
-
Partner retired on 06/30/2004
|
Audit
|
No
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Sandra Regina de Oliveira
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
PETROS – Fundação Petrobras de Seguridade Social
|
-
Member of the Risks and Control Committee (2017 – 2019)
-
Executive Manager of Risks, Internal Controls and Compliance (2016 – 2019)
|
Supplementary pension plan for Petrobras employees
|
No
|
|
Elopar Participações S.A.
|
-
Member of the Risks Committee (2016)
|
Holding company that consolidates results and enables the growth of the group companies
|
No
|
-
ii. Indicate all management positions held in other companies or third sector organizations:
Board of Directors
Lucio de Castro Andrade Filho
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Associação Arte Despertar
|
-
Member of the Advisory Council (2005 – current)
|
Education
|
No
|
|
Ultrapar – Shareholders’ Meeting Manual
|
Flavia Buarque de Almeida
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
Instituto Península
|
-
Member of the Board of Directors (2014 – current)
|
Non-profit Education
|
No
|
Fiscal Council
Geraldo Toffanello
|
Company
|
Position
|
Main activity of the company
|
Company is part of the issuer’s economic group or is controlled by a shareholder that holds direct or indirect stake equal to or greater than 5%
|
|
ONG Parceiros Voluntários
|
-
Member of the Board of Directors (1995 – current)
|
NGO dedicated to the qualification of people and institutions, through social technologies and volunteering
|
No
|
-
Events occurred over the last 5 years, related to:
-
any criminal sentence
-
any judgment in a CVM administrative proceeding and the penalties applied
-
any final and unappealable conviction at legal or administrative level, which has suspended the candidate in connection with the performance of any professional or business activity
The Members of the Board of Directors and Fiscal Council informed the Company that there were no criminal convictions in CVM administrative proceeding or any other legal or administrative conviction that has suspended their ability or unqualified them to perform any professional or business activity.
|
Ultrapar – Shareholders’ Meeting Manual
|
12.6. Percentage of participation in meetings held in the last term
|
Board of Directors
|
|
|
|
Effective member
|
Number of meetings held by the Board of Directors after taking office
|
% of participation of effective member in the meetings
|
|
Alexandre Teixeira de Assumpção Saigh¹
|
4
|
100%
|
|
Ana Paula Vitali Janes Vescovi¹
|
17
|
100%
|
|
Flávia Buarque de Almeida
|
19
|
100%
|
|
Jorge Marques de Toledo Camargo
|
19
|
100%
|
|
José Galló
|
19
|
100%
|
|
José Maurício Pereira Coelho
|
19
|
100%
|
|
Lucio de Castro Andrade Filho
|
19
|
100%
|
|
Pedro Wongtschowski
|
19
|
100%
|
¹ Ms. Ana Paula Vitali Janes Vescovi took office on July 1st, 2019 and Mr. Alexandre Teixeira de Assumpção Saigh on September 22, 2020.
Mr. José Luiz Alquéres, Mr. Marcos Marinho Lutz and Mr. Otávio Lopes Castello Branco were not effective members of the Board of Directors in the period shown in the table.
|
Fiscal Council
|
|
|
|
Effective member
|
Number of meetings held by the Fiscal Council after taking office
|
% of participation of effective member in the meetings
|
|
Geraldo Toffanello
|
9
|
100%
|
|
William Bezerra Cavalcanti Filho
|
9
|
100%
|
Mr. Flávio César Maia Luz was not an effective member of the Fiscal Council in the period shown in the table.
|
Ultrapar – Shareholders’ Meeting Manual
|
12.7. Information about the members of statutory committees, the audit committee, the risk committee, the finance committee and the compensation committee, even if such committees or structures are not established by the Bylaws
Mr. Pedro Wongtschowski, Mrs. Flávia Buarque de Almeida, Mr. Jorge Marques Toledo de Camargo and Mr. Lucio de Castro Andrade Filho, effective members of the Company’s Board of Directors and candidates for re-election to their positions, currently compose the Strategy Committee.
Mr. José Galló and Mr. Lucio de Castro Andrade Filho are members of the People Committee.
Mr. José Maurício Pereira Coelho and Mrs. Ana Paula Vitali Janes Vescovi, candidates for re-election to their respective positions, and Mr. Flávio Cesar Maia Luz, candidate for the Fiscal Council, currently compose the Audit and Risks Committee. Mr. Flavio Cesar Maia Luz is an external member of the Audit and Risks Committee and will no longer be part of this body as of the next term of office.
The information about such members is already described in items 12.5 and 12.6.
The other candidates for the positions of the Board of Directors or the Fiscal Council do not have a position in any other body or committee of the Company or its subsidiaries.
12.8. Percentage of participation of the members of statutory committees, the audit committee, the risk committee, the finance committee and the compensation committee, in the meetings held by the respective body in the same period, which occurred after tenure in office
|
Audit and Risks Committee
|
|
|
|
Effective member
|
Number of meetings held by the Audit and Risks Committee after taking office
|
% of participation of the effective member in the meetings
|
|
Ana Paula Vitali Janes Vescovi¹
|
21
|
100%
|
|
Flavio César Maia Luz
|
23
|
100%
|
|
José Maurício Pereira Coelho
|
23
|
100%
|
¹Mrs. Ana Paula Vitali Janes Vescovi took office on July 1st, 2019.
|
Ultrapar – Shareholders’ Meeting Manual
|
|
People Committee
|
|
|
|
Effective member
|
Number of meetings held by the People Committee after taking office
|
% of participation of the effective member in the meetings
|
|
José Galló
|
11
|
100%
|
|
Lucio de Castro Andrade Filho
|
11
|
100%
|
|
|
|
|
|
Strategy Committee
|
|
|
|
Effective member
|
Number of meetings held by the Strategy Committee after taking office
|
% of participation of the effective member in the meetings
|
|
Pedro Wongtschowski
|
15
|
100%
|
|
Flavia Buarque de Almeida
|
15
|
100%
|
|
Jorge Marques Toledo de Camargo
|
15
|
100%
|
|
Lucio de Castro Andrade Filho
|
15
|
100%
|
12.9. Marital relationship, stable union or kinship up to the second degree between:
-
the Company’s managers
None.
-
(i) the Company’s officers and directors and (ii) the officers and directors of any of the Company’s subsidiaries, whether direct or indirect
None.
-
(i) the Company’s or its subsidiaries’ officers and directors, whether direct or indirect and (ii) the Company’s direct or indirect controlling shareholders
Not applicable.
-
(i) the Company’s officers and directors, and (ii) the officers and directors of any of the Company’s controlling shareholders, whether direct or indirect
None.
|
Ultrapar – Shareholders’ Meeting Manual
|
12.10. Work or employment or service provision relationships, or other subordination relationships in the past three full years, tying any of registrant’s directors and officers to:
-
any of the Company’s direct or indirect subsidiaries, except those in which the issuer holds, directly or indirectly, the entire share capital
None.
-
any of the Company’s direct or indirect controlling shareholders
None.
-
if material, any supplier, customer, debtor or creditor of the Company, its subsidiary or controlling shareholders or the subsidiaries of any of the foregoing
None.
|
Ultrapar – Shareholders’ Meeting Manual
|
Power of Attorney
Through the intermediary of this private instrument, [ Shareholder ], [ nationality ], [ civil status ], [ occupation ], bearer of the identity document, number [•] [ issuing entity ], resident and domiciled at [ full address ] or [ legal entity duly incorporated in accordance with the laws of [•], with its head offices at [•], enrolled at the Taxpayer Register under number [•] ] (“Principal”), nominates and constitutes as [his/her/its] attorney-in-fact ANDRÉ BRICKMANN ARENO, brazilian, married, lawyer, national identity card RG nr. 268278088, issued by SSP/SP, with professional identity card OAB/SP nr. 147926-1, and enrolled at the Taxpayers Register CPF/ME under nr. 247.847.158-08; JOSÉ ANDRÉ STUCCHI FERNANDES, Brazilian, single, lawyer, national identity card RG nr. 33.190.551-6-SSP/SP, professional identity card OAB/SP nr. 286.597, and enrolled at the Taxpayers Register CPF/ME under nr. 222.123.568-11; DENIZE SAMPAIO BICUDO, Brazilian, single, lawyer, national identity card RG nr. 32.308.230-0-SSP/SP, professional identity card OAB/SP nr. 239.515, and enrolled at the Taxpayers Register CPF/ME under nr. 220.578.448-03; and TOMAS KIM, Brazilian, single, lawyer, national identity RG nr. 47.448.435-X -SSP/SP, professional identity card OAB/SP under nr. 343.600 and enrolled at the Taxpayers Register CPF/ME under nr 370.355.218-28, with powers, acting individually and independently of the order of nomination, to represent the Principal as holder of [•] ([number of shares in words]) common shares issued by Ultrapar Participações S.A., a publicly-traded company registered in the corporate tax register (CNPJ/ME) under number 33.256.439/0001-39, with corporate headquarters at Av. Brigadeiro Luís Antônio, nr. 1343, in the City and State of São Paulo (“Company”), in the Annual and Extraordinary General Shareholders’ Meeting to be held at 2:00 p.m., on April, 14, 2021, as a digital-only meeting, Signing the Shareholders’ Presence Register of the Company and the minutes of the Annual and Extraordinary General Shareholders’ Meeting for the specific purpose of voting in strict conformity with the following guidance:
In Annual General Shareholders’ Meeting:
(1) Analysis and approval of report and accounts of the Management, as well as the financial statements for the fiscal year ended on December 31, 2020 in addition to the report of the Independent Auditors and the opinion of the Fiscal Council.
|
In Favor
|
Against
|
Abstention
|
|
[ ]
|
[ ]
|
[ ]
|
Mark with an X in the box of your choice above.
(2) Allocation of net income for the fiscal year ended December 31, 2020.
|
In Favor
|
Against
|
Abstention
|
|
[ ]
|
[ ]
|
[ ]
|
Mark with an X in the box of your choice above.
(3) Setting of the number of members to be elected to the Board of Directors.
|
In Favor
|
Against
|
Abstention
|
|
[ ]
|
[ ]
|
[ ]
|
Mark with an X in the box of your choice above.
|
Ultrapar – Shareholders’ Meeting Manual
|
(4) With respect to the election of the Company’s Board of Directors, to elect the slate proposed by the current Board of Directors of the Company as instructed in the chart below, and if cumulative voting for the election is requested, to distribute the votes attributed to the shares held by the Principal proportionally among all members of the 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
|
In Favor
|
Against
|
Abstention
|
|
[ ]
|
[ ]
|
[ ]
|
Mark with an X in the box of your choice above.
(5) Establishment of the Management´s global compensation.
|
In Favor
|
Against
|
Abstention
|
|
[ ]
|
[ ]
|
[ ]
|
Mark with an X in the box of your choice above.
(6) Election of the members of the Fiscal Council and their respective alternates given the request for installation of the Fiscal Council made by a shareholder representing more than 2% (two percent) of the voting shares issued by the Company, pursuant to Law 6,404/76 and CVM Instruction 324/00.
|
Effective Members
|
Alternate Members
|
|
Marcelo Amaral Moraes
|
Pedro Ozires Predeus
|
|
Geraldo Toffanello
|
Márcio Augustus Ribeiro
|
|
William Bezerra Cavalcanti Filho
|
Sandra Regina de Oliveira
|
|
In Favor
|
Against
|
Abstention
|
|
[ ]
|
[ ]
|
[ ]
|
Mark with an X in the box of your choice above.
|
Ultrapar – Shareholders’ Meeting Manual
|
(7) Considering the item above, to approve the compensation of the members of the Fiscal Council for the term of office that begins in April 2021.
|
In Favor
|
Against
|
Abstention
|
|
[ ]
|
[ ]
|
[ ]
|
Mark with an X in the box of your choice above.
In Extraordinary General Shareholders’ Meeting:
(1) Ratify the change of the number of common shares into which the Company’s capital stock is divided 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., approved by the Extraordinary General Shareholders’ Meeting held on January 31, 2014.
|
In Favor
|
Against
|
Abstention
|
|
[ ]
|
[ ]
|
[ ]
|
Mark with an X in the box of your choice above.
The attorneys-in-fact hereby nominated have no right or obligation whatsoever to take any other measures in the name of the Principal not expressly provided for in this instrument or which are necessary to its exact fulfillment.
This power of attorney, which may be delegated in full or partially, shall be valid for the aforementioned Annual and Extraordinary General Shareholders’ Meeting, whether installed upon the first convening notice or upon the second convening notice.
The present instrument is valid until April 15, 2021.
[ day ] [ Month ] 2021.
[ Shareholder ]
13 - Management Compensation
13.1. Describe the compensation policy or practice for the Board of Directors, Statutory and Non-Statutory Officers, Fiscal Council, statutory committees and risk, financial, compensation and audit committees, addressing the following aspects:
-
Purpose of the compensation policy or practice, informing if the compensation policy was formally adopted, body responsible for approving it, date of the approval and, if the issuer publicly discloses the policy, where the document can be found in the internet
The purpose of Ultrapar’s Executive Compensation Policy is to establish compensation principles and criteria for the Company’s managers, ensuring application of a competitive compensation strategy in line with best market practices and the interests of Ultrapar’s shareholders and other stakeholders.
The main elements of Ultrapar’s policy and practices governing compensation of its management bodies include (i) to align executives’ and shareholders’ interests based on a philosophy of shared risks and rewards; (ii) to cause goals to converge on the Company’s long-term goals and sustainability; (iii) to foster autonomy and accountability, recognizing distinguished performance and reinforcing meritocracy; and (iv) to be competitive vis-à-vis the relevant market, enabling attraction and retention of the best professionals to manage the Company. In line with these principles, Ultrapar embraces a competitive compensation plan that includes use of financial, operational and value creation metrics to establish variable compensation targets, benefits in line with market practices, and a long-term share-based incentive program.
Ultrapar’s Executive Compensation Policy was approved by the Board of Directors on December 04, 2019 and amended on December 2, 2020, after analysis and review by the People Committee. The document is available at ri.ultra.com.br, under the ‘Governance / Corporate Documents’ section.
-
Compensation breakdown
-
Description and purpose of each compensation component
Board of Directors
-
Fixed compensation:
-
Fixed Fees: A monthly amount intended to compensate for the responsibility and complexity inherent to the position, attempting to maintain levels compatible with the compensation of Ultrapar’s peer companies. The Chairman and Deputy Chairman earn higher amounts than the other members because of the positions held.
-
Fees for participation in statutory committees: a monthly amount equivalent to one-third of Directors’ fixed fees. Directors serving as committee coordinators shall earn a monthly amount equivalent to 50% of Directors’ fixed fees. If a Director is appointed to more than one committee, the monthly compensation amount shall be limited to 50% of a Director’s fixed fees, regardless of the position held in the Board of Directors, with the exception of the Chairman of the Board of Directors, who shall not be entitled to additional compensation for participation in committees.
-
In addition to the fees, the Company shall bear the respective social security contributions, where applicable.
-
Variable compensation: members of the Board of Directors are not be eligible for variable compensation.
|
Ultrapar – Shareholders’ Meeting Manual
|
Fiscal Council
-
Fixed compensation:
-
Fixed Fees: a monthly amount as approved by the General Shareholders Meeting and intended as compensation for the responsibilities and complexity inherent to the position, taking market benchmarks into account. Each Fiscal Councilor’s compensation shall be equivalent to at least 10% of the average monthly salary attributed to the Statutory Officers. The Chairman shall earn a greater amount than the other members because of the greater responsibility and the activities to coordinate the body.
-
In addition to the fees, the Company shall bear the respective social security contributions, where applicable.
-
Variable compensation: members of the Fiscal Council are not be eligible for variable compensation.
Statutory Executive Officers
-
Fixed compensation:
-
Salary: a monthly amount paid as compensation for the responsibility and complexity inherent to the position and for each professional’s individual contribution and experience, attempting to maintain levels compatible with those of peer companies.
-
Direct and indirect benefits: the Statutory Executive Officers’ fixed compensation also include social security contributions, vacation bonus, holiday bonus, healthcare, group life insurance and medical checkup, among others. The purpose of the direct and indirect benefits is to follow market practices and recognize individual contributions.
-
Variable compensation:
-
Short term: an annual amount paid to align the interests of the executives with those of the Company in the pursuit and attainment of results. This amount shall be pegged to financial and non-financial goals, aligned in any case with the Company’s Strategic Plan as approved by the Board of Directors.
-
Share-based compensation: Ultrapar has since 2003 adopted share-based compensation to foster the Company’s expansion and sustainable results and the attainment of its business goals, sharing value creation as well as the risks inherent to the business and the stock market, and promoting the alignment of the long-term interests of shareholders, managers and employees. Pursuant to the share plan in force from 2017 up until December 31, 2020, two programs existed intended to ensure retention of the organization’s key executives and professionals and make a relevant portion of their compensation contingent on shareholder value generation. With the executive compensation policy revision as approved by the Board of Directors in 2020, a new program was created with the same goals as the other two. The policy’s new terms and conditions will apply from 2021.
-
Post-retirement benefit: to encourage long-term savings, Ultrapar has since 2001 offered a set-contribution supplementary pension plan managed by Ultraprev – Associação de Previdência Complementar. According to the plan, each executive’s basic contribution is optional and calculated as a percentage of their salary. Ultrapar matches the basic contribution with an equal amount on behalf of the executive, limited to 11% of the monthly reference salary. Furthermore, in addition to contributions to the FGTS system, Ultrapar established in 2010 and revised in 2018 and 2020 an end-of-career policy intended to prepare executives for severance and to enable a planned and orderly succession process. The amount of the post-retirement benefit arising from this policy consists in potential additional compensation upon severance.
|
Ultrapar – Shareholders’ Meeting Manual
|
People Committee
-
Fixed compensation:
-
Committee membership: the members of the People Committee – currently composed of Directors only – are entitled to a monthly amount equivalent to one-third of the Directors’ fees. The Director serving as Committee Coordinator shall receive a monthly amount equivalent to 50% of the Directors’ fees.
Strategy Committee
-
Committee membership: the members of the Strategy Committee – currently composed of Directors only – are entitled to a monthly amount equivalent to one-third of the Directors’ fees. The Director serving as Committee Coordinator shall receive a monthly amount equivalent to 50% of the Directors’ fees.
Audit and Risk Committee
• Fixed compensation:
-
Committee membership: the members of the Audit and Risk Committee are entitled to a monthly amount equivalent to one-third of the Directors’ fees. The Director serving as Committee Coordinator shall receive a monthly amount equivalent to 50% of the Directors’ fees.
Financial Risks Committee
• Fixed compensation:
-
Committee membership: the Financial Risk Committee is composed of the Chief Financial and Investor Relations Officer (“CFO”), the Treasury Officer, the Controller Officer, and a minimum of two other officers at Ultrapar or its subsidiaries. Members do not earn any additional compensation for membership in this committee.
|
Ultrapar – Shareholders’ Meeting Manual
|
Conduct Committee
• Fixed compensation:
-
Committee membership: the Conduct Committee is composed of one external member as Coordinator, one Director, the Legal Officer, and the Risk, Compliance and Audit Officer of Ultrapar. Committee members, with the exception of the external member, do not earn any additional compensation for membership in this committee. The external member earns monthly compensation based on market practices as compensation for the responsibilities and complexity inherent to the position and for the professional’s individual contributions and experience.
-
Concerning the past 3 fiscal years, what was each component’s share of total compensation
The next table shows each component’s share of total management compensation in 2020, broken down as per the contents of item 13.2.
|
% of the total compensation paid as
|
|
Management Body
|
Fixed Compensation
|
Variable compensation
|
Post-retirement benefit
|
Severance-triggered benefit
|
Share-based compensation
|
Total
|
|
Board of Directors
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
|
Fiscal Council
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
|
Statutory Officers
|
42%
|
43%
|
4%
|
0%
|
10%
|
100%
|
|
People Committee
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
|
Financial Risks Committee
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
|
Conduct Committee
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
The next table shows each component’s share of total management compensation in 2019, broken down as per the contents of item 13.2.
|
% of the total compensation paid as
|
|
Management Body
|
Fixed Compensation
|
Variable compensation
|
Post-retirement benefit
|
Severance-triggered benefit
|
Share-based compensation
|
Total
|
|
Board of Directors
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
|
Fiscal Council
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
|
Statutory Officers
|
45%
|
26%
|
5%
|
0%
|
23%
|
100%
|
|
People Committee
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
|
Financial Risks Committee
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
|
Conduct Committee
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
The next table shows each component’s share of total management compensation in 2018, broken down as per the contents of item 13.2.
|
% of the total compensation paid as
|
|
Management Body
|
Fixed Compensation
|
Variable compensation
|
Post-retirement benefit
|
Severance-triggered benefit
|
Share-based compensation
|
Total
|
|
Board of Directors
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
|
Fiscal Council
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
|
Statutory Officers
|
52%
|
38%
|
4%
|
3%
|
4%
|
100%
|
|
People Committee
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
|
Financial Risks Committee
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
|
Conduct Committee
|
100%
|
0%
|
0%
|
0%
|
0%
|
100%
|
|
Ultrapar – Shareholders’ Meeting Manual
|
-
Calculation and adjustment methodology for each compensation component
Board of Directors
-
Fixed compensation: the fixed compensation of members of the Board of Directors is calculated taking into consideration the position’s responsibility and complexity, as well as the market survey of companies of a size, complexity and areas of activities similar to Ultrapar.
Fiscal Council
-
Fixed compensation: the fixed compensation of members of the Fiscal Council is reviewed annually, taking into account the compensation paid to the Statutory Executive Officers, and the market survey of companies of a size and complexity similar to Ultrapar. Additional details can be found in item 13.1.b.i. “Description and purpose of each compensation component”.
Executive Officers
The Statutory Officers’ fixed and short-term variable compensations are set based on reference to the relevant market, applying a methodology to allocate value to positions in line with factors such as required knowledge, problem-solving, and potential impact on results. The sum of the fixed and short-term variable components is intended to maintain competitiveness relative to the relevant market, if the agreed targets are reached 100%.
-
Fixed compensation: reviewed annually taking market practices into consideration, as identified in salary surveys (considering companies of a size, complexity and areas of action similar to Ultrapar and its Businesses), as well as individual experience and responsibilities evolution. Benefits are aligned with market practices.
-
Short-term variable compensation: based on the profit-sharing concept, this component is planned as a salary multiple that varies according to the executive’s level and market reference. It is contingent on the attainment of the Company’s financial targets (70%) and individual targets (30%), all in line with the Strategic Plan as approved by the Board of Directors.
-
Shares plan: the amount of shares to be allocated to executives is set annually by the Board of Directors. The amount allocated in 2020 takes into consideration the average share price of the 30 trading days preceding the granting of shares.
-
Post-retirement benefit: to encourage long-term savings, Ultrapar has since 2001 offered a set-contribution supplementary pension plan managed by Ultraprev – Associação de Previdência Complementar. According to the plan, each executive’s basic contribution is optional and calculated as a percentage of their salary. Ultrapar matches the basic contribution with an equal amount on behalf of the executive, limited to 11% of the monthly reference salary. Furthermore, in addition to contributions to the FGTS system, Ultrapar established in 2010 and revised in 2018 and 2020 an end-of-career policy intended to prepare executives for severance and to enable a planned and orderly succession process. The amount of the post-retirement benefit arising from this policy consists in potential additional compensation upon severance.
|
Ultrapar – Shareholders’ Meeting Manual
|
People Committee
-
Membership compensation: set based on Directors’ fees, which in turn are based on market reviews of Ultrapar’s peer companies.
Strategy Committee
-
Membership compensation: set based on Directors’ fees, which in turn are based on market reviews of Ultrapar’s peer companies.
Risk and Audit Committee
-
Membership compensation: set based on Directors’ fees, which in turn are based on market reviews of Ultrapar’s peer companies.
Financial Risks Committee
-
Membership compensation: Members of the Financial Risks Committee do not earn additional compensation for membership.
Conduct Committee
-
Membership compensation: Members of the Conduct Committee, with the exception of the external member, do not earn additional compensation for membership. The external member earns compensation based on market practices, as discussed above.
iv. Reasons supporting the composition of the compensation
The Company’s compensation strategy combines short- and long-term elements, and fixed and variable components that are balanced based on the principles of interests’ alignment and competitive compensation. The aim is to retain executives, encourage superior performance, and provide appropriate compensation in line with the responsibilities assigned thereto and the value they create for the Company and its shareholders.
-
The existence of non-compensated members and supporting reasons
All members of the Company’s Board of Directors, Fiscal Council, Statutory Officers and advisory committees to the Board of Directors earn compensation.
Except for the Conduct Committee’s external member, members of the Financial Risks Committee and of the Conduct Committee do not earn additional compensation from the Company for membership.
|
Ultrapar – Shareholders’ Meeting Manual
|
-
Key performance indicators considered for the determination of each compensation component
-
Fixed compensation: the position’s responsibilities and complexity, the professional’s experience and market practices.
-
Short-term variable compensation: (i) In 2020, EBITDA and operating cash flow targets set for each Business and in line with the Strategic Plan as approved by the Board of Directors, and (ii) individual goals, the majority of which are tangible and associated with the Business’s operating and commercial performance, people development, and project execution, among other objectives, and similarly in line with the Strategic Plan as approved by the Board of Directors.
-
Stock plan: performance evolution over time and expected contribution to the Company’s value creation. According to the stock plan in force since 2017, two programs exist, one tied exclusively to executives’ period of permanence with the Company, and the other covering two equal tranches: one for retention, contingent on continued ties with the Company, and the other contingent on the attainment of financial targets previously set by the Board of Directors. Share grants in 2020 were set based on economic value-added (EVA®), in line with the Company’s Strategic Plan.
-
Post-retirement benefit: not tied to performance indicators.
-
How compensation is structured to reflect the evolution of performance indicators
-
Fixed compensation: based on periodical capability, ability and aptitude reviews.
-
Short-term variable compensation: evolves according to the advancement of the Company’s results, and ranges from zero to 141% of the planned amount.
-
Stock plan: the potential benefit associated with the shares plan will be earned as executives remain with the Company in the long run and commit to sustained value creation. The tranche associated with the Company’s performance target is contingent on attainment of the target set, as described in item 13.1.c.
-
How the compensation policy or practices aligns with the issuer’s short, medium and long-term interests
Ultrapar’s compensation policy and practices are intended to provide short and long-term alignment with the interests of shareholders and with the Company’s sustainability. Short and long-term variable compensation, which make up a significant portion of total compensation, is tied to growth targets for results and economic value-added, in line with shareholders’ interests. Variable compensation also directs professional focus to consistency with the Strategic Plan as approved by the Board of Directors. Short-term compensation is contingent on annual growth rates for financial results and priority matters for the Company (through individual targets). The stock plan makes executives into shareholders of the Company and is a strong element for aligning long-term interests.
-
Existence of compensation supported by subsidiaries, controlled companies, or directly or indirectly controlling companies
The entire compensation of the Company’s Statutory Officers has been supported by subsidiaries or controlled entities in the past three fiscal years because of the activities they carry out as executive managers thereof. For a breakdown of amounts supported by each subsidiary or controlled entity and the nature of such payments see item “13.15. Amounts recognized in the results of the Company’s directly or indirectly controlling companies, companies under shared control and subsidiaries, as compensation to the members of the Company’s Board of Directors, the Fiscal Council or the Statutory Officers”.
|
Ultrapar – Shareholders’ Meeting Manual
|
-
Existence of compensation or benefits tied to the occurrence of specific corporate events, such as transfer of the issuer’s controlling equity stake
The programs approved until 2020 do not include compensation or benefits tied to the occurrence of corporate events. As for programs approved starting from 2021, the new version of the Executive Compensation policy provides for such compensation.
-
Practices and procedures adopted by the Board of Directors to set the individual compensation of the Board of Directors and Statutory Executive Officers, indicating:
-
The issuer’s bodies and committees that take part in the decision-making process, identifying in what way they participate
-
Criteria and methodology used to set individual compensation, indicating if there are studies for verifying market practices and if positive, the criteria for comparison and coverage of these studies
-
How often and in what manner does the Board of Directors review the suitability of the issuer’s compensation policy.
Ultrapar carries out annual studies and analyses of the Administration’s compensation under the purview of the People Committee, which also reviews the parameters and the guidelines of the Executive Compensation Policy and other benefits allocated to managers. After making changes as needed, Committee prepares compensation proposals for submission to the Board of Directors.
The Company’s studies aim to ensure the competitiveness of the compensation for the Board of Directors and the Executive Officers and adopt market surveys as a benchmarking parameter for its practices (considering origin of capital, size, complexity, activity and reputation for compensation practices).
The People Committee tracks and reviews management compensation parameters annually.
|
Ultrapar – Shareholders’ Meeting Manual
|
13.2 - Compensation recognized to the members of the Board of Directors, the Statutory Officers and the Fiscal Council
|
Projected compensation for the fiscal year 2021 – Annual value (in thousands of Brazilian Reais, except for number of members)
|
|
|
|
Board of Directors
|
|
Statutory Officers
|
|
Fiscal Council
|
|
TOTAL
|
|
Number of members
|
11.00
|
|
6.75
|
|
6.00
|
|
23.75
|
|
Number of compensated members
|
11.00
|
|
6.75
|
|
3.00
|
|
20.75
|
|
Annual fixed compensation
|
11,004.8
|
|
17,164.0
|
|
753.8
|
|
28,922.5
|
|
Salary
|
8,505.0
|
|
13,187.2
|
|
753.8
|
|
22,446.0
|
|
Direct and indirect benefits
|
0.0
|
|
1,416.2
|
|
0.0
|
|
1,416.2
|
|
Participation in committees
|
2,499.8
|
|
0.0
|
|
0.0
|
|
2,499.8
|
|
Others
|
0.0
|
|
2,560.5
|
|
0.0
|
|
2,560.5
|
|
Description of other fixed compensation
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
|
|
Variable compensation
|
0.0
|
|
15,305.4
|
|
0.0
|
|
15,305.4
|
|
Bonus
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Profit sharing
|
0.0
|
|
15,305.4
|
|
0.0
|
|
15,305.4
|
|
Compensation for the participation in meetings
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Commission
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Others
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Description of other variable compensation
|
|
|
|
|
|
|
|
|
Post-retirement benefit
|
0.0
|
|
2,995.8
|
|
0.0
|
|
2,995.8
|
|
Benefits due to the interruption in the exercise of the position
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Stock-based compensation (including options)
|
0.0
|
|
15,462.3
|
|
0.0
|
|
15,462.3
|
|
Note
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
|
|
Total compensation
|
11,004.8
|
|
50,927.4
|
|
753.8
|
|
62,685.9
|
|
Ultrapar – Shareholders’ Meeting Manual
|
|
Compensation recognized for the fiscal year 2020 – Annual value (in thousands of Brazilian Reais, except for number of members)
|
|
|
|
Board of Directors
|
|
Statutory Officers
|
|
Fiscal Council
|
|
TOTAL
|
|
Number of members
|
10.33
|
|
6.75
|
|
6.00
|
|
23.08
|
|
Number of compensated members
|
10.33
|
|
6.75
|
|
3.00
|
|
20.08
|
|
Annual fixed compensation
|
9,297.0
|
|
16,040.3
|
|
669.2
|
|
26,006.4
|
|
Salary
|
7,177.5
|
|
12,230.5
|
|
669.2
|
|
20,077.2
|
|
Direct and indirect benefits
|
0.0
|
|
1,258.9
|
|
0.0
|
|
1,258.9
|
|
Participation in committees
|
2,119.5
|
|
0.0
|
|
0.0
|
|
2,119.5
|
|
Others
|
0.0
|
|
2,550.8
|
|
0.0
|
|
2,550.8
|
|
Description of other fixed compensation
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
|
|
Variable compensation
|
0.0
|
|
16,326.2
|
|
0.0
|
|
16,326.2
|
|
Bonus
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Profit sharing
|
0.0
|
|
16,326.2
|
|
0.0
|
|
16,326.2
|
|
Compensation for the participation in meetings
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Commission
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Others
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Description of other variable compensation
|
|
|
|
|
|
|
|
|
Post-retirement benefit
|
0.0
|
|
1,598.1
|
|
0.0
|
|
1,598.1
|
|
Benefits due to the interruption in the
exercise of the position
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Stock-based compensation (including options)
|
0.0
|
|
3,892.8
|
|
0.0
|
|
3,892.8
|
|
Note
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
|
|
Total compensation
|
9,297.0
|
|
37,857.3
|
|
669.2
|
|
47,823.5
|
|
Ultrapar – Shareholders’ Meeting Manual
|
|
Compensation recognized for the fiscal year 2019 – Annual value (in thousands of Brazilian Reais, except for number of members)
|
|
|
|
Board of Directors
|
|
Statutory Officers
|
|
Fiscal Council
|
|
TOTAL
|
|
Number of members
|
9.42
|
|
7.00
|
|
6.00
|
|
22.42
|
|
Number of compensated members
|
9.42
|
|
7.00
|
|
3.00
|
|
19.42
|
|
Annual fixed compensation
|
7,736.3
|
|
17,517.3
|
|
627.1
|
|
25,880.6
|
|
Salary
|
6,316.8
|
|
12,233.9
|
|
627.1
|
|
19,177.7
|
|
Direct and indirect benefits
|
0.0
|
|
2,673.0
|
|
0.0
|
|
2,673.0
|
|
Participation in committees
|
1,419.5
|
|
0.0
|
|
0.0
|
|
1,419.5
|
|
Others
|
0.0
|
|
2,610.4
|
|
0.0
|
|
2,610.4
|
|
Description of other fixed compensation
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
|
|
Variable compensation
|
0.0
|
|
10,175.9
|
|
0.0
|
|
10,175.9
|
|
Bonus
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Profit sharing
|
0.0
|
|
10,175.9
|
|
0.0
|
|
10,175.9
|
|
Compensation for the participation in meetings
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Commission
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Others
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Description of other variable compensation
|
|
|
|
|
|
|
|
|
Post-retirement benefit
|
0.0
|
|
1,941.8
|
|
0.0
|
|
1,941.8
|
|
Benefits due to the interruption in the exercise of the position
|
0.0
|
|
0.00
|
|
0.0
|
|
0.0
|
|
Stock-based compensation (including options)
|
0.0
|
|
9,015.8
|
|
0.0
|
|
9,015.8
|
|
Note
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
|
|
Total compensation
|
7,736.3
|
|
38,650.9
|
|
627.1
|
|
47,014.2
|
|
Ultrapar – Shareholders’ Meeting Manual
|
|
Compensation recognized for the fiscal year 2018 – Annual value (in thousands of Brazilian Reais, except for number of members)
|
|
|
|
Board of Directors
|
|
Statutory Officers
|
|
Fiscal Council
|
|
TOTAL
|
|
Number of members
|
8.33
|
|
7.00
|
|
6.00
|
|
21.33
|
|
Number of compensated members
|
8.33
|
|
7.00
|
|
3.00
|
|
18.33
|
|
Annual fixed compensation
|
5,472.0
|
|
14,811.1
|
|
645.2
|
|
20,928.3
|
|
Salary
|
4,896.0
|
|
11,103.3
|
|
645.2
|
|
16,644.5
|
|
Direct and indirect benefits
|
0.0
|
|
1,088.1
|
|
0.0
|
|
1,088.1
|
|
Participation in committees
|
576.0
|
|
0.0
|
|
0.0
|
|
576.0
|
|
Others
|
0.0
|
|
2,619.6
|
|
0.0
|
|
2,619.6
|
|
Description of other fixed compensation
|
Includes (i) partial donation of the fees of a member of the Board of Directors to a beneficiary institution indicated by him and (ii) does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Does not include provision for social charges that are the employer's onus, as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
|
|
Variable compensation
|
0.0
|
|
10,826.9
|
|
0.0
|
|
10,826.9
|
|
Bonus
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Profit sharing
|
0.0
|
|
10,826.9
|
|
0.0
|
|
10,826.9
|
|
Compensation for the participation in meetings
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Commission
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Others
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Description of other variable compensation
|
|
|
|
|
|
|
|
|
Post-retirement benefit
|
0.0
|
|
1,054.7
|
|
0.0
|
|
1,054.7
|
|
Benefits due to the interruption in the
exercise of the position
|
0.0
|
|
905.1
|
|
0.0
|
|
905.1
|
|
Stock-based compensation (including options)
|
0.0
|
|
1,095.8
|
|
0.0
|
|
1,095.8
|
|
Note
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
Number of members determined as specified in the Ofício Circular/CVM/SEP/No. 1/2021.
|
|
|
|
Total compensation
|
5,472.0
|
|
28,693.6
|
|
645.2
|
|
34,810.8
|
|
Ultrapar – Shareholders’ Meeting Manual
|
13.3. - Variable compensation recognized in fiscal years 2018, 2019 and 2020 and estimated compensation for fiscal year 2021 of the Board of Directors, Fiscal Council and Statutory Officers
|
|
Board of Directors
|
Fiscal Council
|
Statutory Officers
|
Total
|
|
|
(in thousands of Brazilian Reais, except for number of members)
|
|
Number of members 2018
|
8.33
|
6.00
|
7.00
|
21.33
|
|
Number of compensated members 2018 ¹
|
0.00
|
0.00
|
7.00
|
7.00
|
|
Bonus:
|
|
|
|
|
|
Minimum under the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Maximum under the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Provided under the compensation plan assuming target attainment
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Effectively recognized amount
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Profit-sharing
|
|
|
|
|
|
Minimum under the compensation plan
|
N/A
|
N/A
|
Zero
|
Zero
|
|
Maximum under the compensation plan²
|
N/A
|
N/A
|
28,022.90
|
28,022.90
|
|
Provided under the 2018 compensation plan assuming target attainment
|
N/A
|
N/A
|
17,802.20
|
17,802.20
|
|
Effectively recognized amount in 2018
|
N/A
|
N/A
|
10,826.90
|
10,826.90
|
|
1 Considers only members to whom variable compensation has been allocated, as specified in Ofício Circular/CVM/SEP/No. 1/2021.
2 Concerning the individual-performance element, evaluation takes place in the 80%-120% target attainment interval. Concerning the economic performance element, evaluation tracks value creation targets as measured by EVA. Maximum compensation is calculated based on attainment of 200% of economic value-added targets and 120% of individual targets.
|
|
|
Board of Directors
|
Fiscal Council
|
Statutory Officers
|
Total
|
|
Number of members 2019
|
9.42
|
6.00
|
7.00
|
22.42
|
|
Number of compensated members 2019 ¹
|
0.00
|
0.00
|
7.00
|
7.00
|
|
Bonus:
|
|
|
|
|
|
Minimum under the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Maximum under the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Provided under the compensation plan assuming target attainment
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Profit-sharing
|
|
|
|
|
|
Minimum under the compensation plan
|
N/A
|
N/A
|
Zero
|
Zero
|
|
Maximum under the compensation plan²
|
N/A
|
N/A
|
28,022.90
|
28,022.90
|
|
Provided under the 2019 compensation plan assuming target attainment
|
N/A
|
N/A
|
19,121.00
|
19,121.00
|
|
Effectively recognized amount in 2019
|
N/A
|
N/A
|
10,175.90
|
10,175.90
|
¹ Considers only members to whom variable compensation has been allocated, as specified in Ofício Circular/CVM/SEP/No. 1/2021.
2 Concerning the individual-performance element, evaluation takes place in the 80%-120% target attainment interval. Concerning the economic performance element, evaluation tracks value creation targets as measured by EVA. Maximum compensation is calculated based on attainment of 200% of economic value-added targets and 120% of individual targets.
|
Ultrapar – Shareholders’ Meeting Manual
|
|
|
Board of Directors
|
Fiscal Council
|
Statutory Officers
|
Total
|
|
|
(in thousands of Brazilian Reais, except for number of members)
|
|
Number of members 2020
|
10.33
|
6.00
|
6.75
|
23.08
|
|
Number of compensated members 2020 ¹
|
0.00
|
0.00
|
6.75
|
6.75
|
|
Bonus:
|
|
|
|
|
|
Minimum under the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Maximum under the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Provided under the compensation plan assuming target attainment
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Profit-sharing
|
|
|
|
|
|
Minimum under the compensation plan
|
N/A
|
N/A
|
Zero
|
Zero
|
|
Maximum under the compensation plan²
|
N/A
|
N/A
|
23,392.90
|
23,392.90
|
|
Provided under the 2020 compensation plan assuming target attainment
|
N/A
|
N/A
|
16,554.70
|
16,554.70
|
|
Effectively recognized amount in 2020
|
N/A
|
N/A
|
16,326.17
|
16,,326.17
|
¹ Considers only members to whom variable compensation has been allocated, as specified in Ofício Circular/CVM/SEP/No. 1/2021.
2 Concerning the individual-performance element, evaluation takes place in the 80%-120% target attainment interval. Concerning the economic performance element, evaluation tracks value creation targets as measured by EVA. Maximum compensation is calculated based on attainment of 200% of economic value-added targets and 120% of individual targets.
|
|
Board of Directors
|
Fiscal Council
|
Statutory Officers
|
Total
|
|
|
(in thousands of Brazilian Reais, except for number of members)
|
|
Estimated number of members 2021
|
11.00
|
6.00
|
6.75
|
23.75
|
|
Estimated number of compensated members 2021 ¹
|
0.00
|
0.00
|
6.75
|
6.75
|
|
Bonus:
|
|
|
|
|
|
Minimum under the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Maximum under the compensation plan
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Provided under the compensation plan assuming target attainment
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Profit-sharing
|
|
|
|
|
|
Minimum under the compensation plan
|
N/A
|
N/A
|
Zero
|
Zero
|
|
Maximum under the compensation plan²
|
N/A
|
N/A
|
21,580.55
|
21,580.55
|
|
Provided under the 2021 compensation plan assuming target attainment
|
N/A
|
N/A
|
15,305.35
|
15,305.35
|
¹ Considers only members to whom variable compensation has been allocated, as specified in Ofício Circular/CVM/SEP/No. 1/2021.
2 Concerning the individual-performance element, evaluation takes place in the 80%-120% target attainment interval. Concerning the economic performance element, evaluation tracks value creation targets as measured by EVA. Maximum compensation is calculated based on attainment of 200% of economic value-added targets and 120% of individual targets.
|
Ultrapar – Shareholders’ Meeting Manual
|
13.4. – Concerning the share-based compensation plan for the Board of Directors and Statutory Officers in force in the previous fiscal year and estimated for the ongoing fiscal year, describe:
-
General terms and conditions
Ultrapar has since 2003 adopted a stock plan under which the executive has the beneficial ownership of shares held in treasury, for a period of 5 to 7 years, after which the ownership of the shares is effectively transferred, provided that the relationship between the executive and the Company or its subsidiaries has not been interrupted. Said plan made its latest grants in 2017, and the vesting periods end in 2024.
At the E/AGM held on April 19, 2017, Ultrapar’s shareholders approved a new stock-based incentive plan, which establishes the terms and general conditions for granting common shares issued by the Company held as treasury stock which may or may not involve awarding usufruct over any portion thereof for subsequent transfer of ownership for periods from 3 to 6 years, to officers or staff of the Company or of its subsidiaries. The information with respect to stock-based compensation included in this compensation plan reflects both plans.
The volume of shares and the beneficiary executives are determined by the Board of Directors, based on the People Committee’s recommendation. There is no mandatory annual compensation required. The number of shares to be used shall be subject to the availability of such shares in Treasury and shall be limited to 1% of the equity capital on the date of the plan’s approval, corresponding to 11,149,187 shares.
The members of the Board of Directors are not eligible as beneficiaries of the stock plan.
Ultrapar does not have an active stock option ownership plan.
-
Primary purposes of the plan
The primary purposes of the Company’s stock-based incentive plans are as follows: (i) to encourage the Company’s expansion and sustainable results and attainment of its business targets, fostering alignment of the long-term interests of shareholders, managers and employees; and (ii) to reinforce the ability to effectively attract, retain and motivate highly qualified executives and employees.
Additional details are provided in items: Item 13.1.b. “Compensation Breakdown”, Item 13.1.c. “Main performance indicators used to determine each compensation component”, Item 13.1.d. “How compensation is structured to reflect evolving performance indicators”, and Item 13.1.e. “How the compensation policy or practice aligns with the issuer’s short, medium and long-term interests”.
-
How the plan contributes to achievement of these purposes
See Item 13.1.b. “Compensation Breakdown”, Item 13.1.c. “Main performance indicators used to determine each compensation component”, Item 13.1.d. “How compensation is structured to reflect evolving performance indicators”, and Item 13.1.e. “How the compensation policy or practice aligns with the issuer’s short-, medium- and long-term interests”.
-
How the plan fits into the issuer’s compensation policy
See Item 13.1.b. “Compensation Breakdown”, Item 13.1.c. “Main performance indicators used to determine each compensation component”, Item 13.1.d. “How compensation is structured to reflect evolving performance indicators”, and Item 13.1.e. “How the compensation policy or practice aligns with the issuer’s short-, medium- and long-term interests”.
-
How the plan aligns the short, medium and long-term interests of the managers and the issuer
See Item 13.1.b. “Compensation Breakdown”, Item 13.1.c. “Main performance indicators used to determine each compensation component”, Item 13.1.d. “How compensation is structured to reflect evolving performance indicators”, and Item 13.1.e. “How the compensation policy or practice aligns with the issuer’s short-, medium- and long-term interests”.
|
Ultrapar – Shareholders’ Meeting Manual
|
-
Maximum number of shares considered
The total number of shares to be awarded under the stock plan is subject to the presence of such shares held in treasury, and limited to 1% of the shareholders’ equity on the date of the plan’s approval, corresponding to 11,150,057 shares. As of December 31, 2020 26,964,736 shares were held as treasury shares. For information on shares already awarded to the Company’s statutory officers, see Item 13.5. “Shares plan – information on shares awarded to Statutory Officers”.
-
Maximum number of options to be awarded
Not applicable.
-
Conditions for acquisition of shares
Shares are awarded to executives in quantities previously set by the Board of Directors. Considering the two plans approved by the Company’s General Meeting in 2003 and 2017, these shares shall remain as treasury shares for a period from three to seven years, during which executives may or may not enjoy usufruct rights over the shares. Securing full title over the shares depends on the completion of the period above and the maintenance of the executive’s ties with the Company or its subsidiaries during the period at hand.
Furthermore, performance shares may be granted, conveyance of which shall be contingent on the attainment of the Company’s financial targets over the duration of the vesting period. These shares are not subject to usufruct rights. The financial targets involved are previously set by the Board of Directors; the 2019 award of shares stipulated return on invested capital (ROIC) targets, whereas since 2020 the targets have been set based on economic value-added (EVA®).
Criteria for setting the acquisition or exercise price
Not applicable.
-
Criteria for setting the exercise period
Not applicable.
-
Settlement method
Not applicable.
-
Restrictions to the transfer of shares
Shares are awarded to executives in quantities previously set by the Board of Directors. Considering the two plans approved by the Company’s General Meeting in 2003 and 2017, these shares shall remain as treasury shares for a period from three to seven years, during which executives may or may not enjoy usufruct rights over the shares. After this period and the conveyance of full title to the executives, shares may be freely traded. See 13.5. “Stock plan – information on shares awarded to Statutory Officers”.
|
Ultrapar – Shareholders’ Meeting Manual
|
The conveyance of title over performance shares awarded shall be contingent on the attainment of the Company’s financial goals over the course of the vesting period. If the targets previously set by the Board of Directors are not met, title over the performance shares shall not be conveyed. Only after the effective conveyance (vesting) of shares, may executives trade in them.
Criteria and events which, upon verification, will trigger suspension, modification or cancellation of the plan
Under the stock plan, beneficiaries may be awarded common share representing a maximum of 1% of the Company’s shareholders’ capital on the date of approval of the shares plan by the General Meeting, which, as of December 31, 2020, corresponded to 11,150,057 common shares. The mount may be adjusted for any share bonuses, splits or reverse splits.
-
Effects of the withdrawal of a manager from the Company’s bodies on their rights under the stock compensation plan
Conveyance of full title over the shares is contingent on the non-interruption of ties between the executive and the Company or its subsidiaries for the duration of the period set forth in each agreement.
In the event of severance due to retirement, shall be conveyed to the executive, at a percentage share proportional to the vesting period run until severance, full title over restricted shares which has not yet been conveyed, but which usufruct, if applicable, may have been stablished. The same proportional concept shall apply to the performance shares, as long as the financial target has been attained. According to the policy review conducted in 2020 and effective from 2021, the same rule shall apply to terminations without cause.
In the event of permanent disability or death of the beneficiary, title over all restricted and performance shares awarded shall be conveyed.
For awards starting from 2021, in the event of corporate dissolution or reorganization resulting in a change in controlling equity stakes of the Company or the subsidiary that the executive is related, vesting will be anticipated and title over all restricted and performance shares shall be conveyed based on the achievement of the target of the referred executive.
13.5. – Stock compensation plan – information on shares granted to Statutory Officers
At the Annual and Extraordinary General Meeting held April 19, 2017, the shareholders of Ultrapar approved a stock-based incentive plan that establishes the general terms and conditions for the awarding of common shares of the Company held as treasury shares. Usufruct of a portion of said shares may or may not be granted prior to conveyance of full title, after a vesting period of three to six years, to officers or employees of the Company or its subsidiaries.
|
Ultrapar – Shareholders’ Meeting Manual
|
The members of the Company’s Board of Directors shall not be eligible for the stock ownership plan. Furthermore, Ultrapar has no stock options awarding plans in place. The tables below summarize information on shares awarded and transferred to Statutory Officers in the last three fiscal years, as well as estimated transfers during the ongoing fiscal year:
|
2018
|
Shares awarded
|
|
Shares conveyed
|
|
Total number of members
|
7
|
|
7
|
|
Number of compensated members
|
2
|
1
|
|
2
|
1
|
|
Granted/Transferred date
|
04/04/2018
|
09/24/2018
|
|
11/08/2018
|
12/14/2018
|
|
Number of shares ¹
|
19,240 ¹
|
40,000
|
|
20,000
|
10,000
|
|
Price assigned to the shares granted (R$/share)
|
68.70
|
36.80
|
|
42.90
|
31.85
|
|
Period for the share effective ownership to be transferred
|
April-21
|
September-24
|
|
n/a
|
n/a
|
|
April-22
|
|
|
April-23
|
|
|
2019
|
Shares awarded
|
|
Shares conveyed
|
|
Total number of members
|
7
|
|
7
|
|
|
Number of compensated members
|
5
|
1
|
|
2
|
2
|
1
|
|
Granted/Transferred date
|
04/03/2019
|
09/02/2019
|
|
03/05/2019
|
11/08/2019
|
12/10/2019
|
|
Number of shares ¹
|
108,444 ¹
|
160,000
|
|
45,600
|
40,000
|
46.668
|
|
Price assigned to the shares granted (R$/share)
|
23.25
|
16.42
|
|
26.08
|
21.45
|
25.32
|
|
Period for the share effective ownership to be transferred
|
April-22
|
September-25
|
|
n/a
|
n/a
|
n/a
|
|
April-23
|
|
|
April-24
|
|
|
2020
|
Shares awarded
|
|
Shares conveyed
|
|
Total number of members
|
6.75
|
|
6.75
|
|
|
Number of compensated members
|
6
|
3
|
|
2
|
1
|
1
|
|
Granted/Transferred date
|
04/01/2020
|
09/16/2020
|
|
03/05/2020
|
11/08/2020
|
12/10/2020
|
|
Number of shares ¹ ² ³
|
185,808 ³
|
700,000
|
|
45,600 ²
|
2,262 ¹ ²
|
46.666 ²
|
|
Price assigned to the shares granted (R$/share)
|
12.53
|
23.03
|
|
26.08
|
38.19
|
25.32
|
|
Period for the share effective ownership to be transferred
|
April-23
|
September-26
|
|
n/a
|
n/a
|
n/a
|
|
April-24
|
|
|
April-25
|
|
|
2021
|
Shares to be awarded
|
|
Total number of members
|
6.75
|
|
Number of compensated members
|
1
|
2
|
1
|
1
|
1
|
|
Granted/Transferred date
|
03/04/2021
|
03/05/2021
|
04/04/2021
|
11/08/2021
|
12/10/2021
|
|
Number of shares ¹
|
33,334 2
|
45,600 2
|
10,062 1 2
|
2,262 1 2
|
46,666 2
|
|
Price assigned to the shares granted (R$/share)
|
32.72
|
26.08
|
34.35
|
38.19
|
25.32
|
1 The same number of shares may be conveyed to the Statutory Officers as performance shares, with conveyance contingent on the attainment of the Company’s economic and financial targets over the vesting period. No usufruct rights may be granted in connection with such shares.
2 The number of shares and their price upon awarding have been adjusted ex-post to reflect the 1:2 stock split approved at the Annual and Extraordinary General Meeting held April 10, 2019.
3 The number of performance shares that may be awarded to the Statutory Officers may vary between 0% to 150% of the restricted shares, conveyance of title being contingent upon the attainment of the Company’s economic and financial targets over the vesting period. No usufruct rights may be granted in connection with such shares.
Assuming that the amount awarded follows the average of share awards in recent years, we estimate that an additional 440 thousand shares shall be awarded in 2021 to Statutory Officers.
13.6. – Concerning stock options outstanding
Not applicable, Ultrapar does not have a stock option plan.
13.7. – Stock options exercised and shares granted in connection with the stock compensation plan for Statutory Officers
In 2018, (i) usufruct rights were granted over 139,240 shares to Statutory Officers; and (ii) full title over 30,000 shares with usufruct rights granted in 2011 and 2012 conveyed to Statutory Officers.
In 2019, (i) usufruct rights were granted over 268,444 shares to Statutory Officers; and (ii) full title over 132.268 shares with usufruct rights granted in 2012 and 2014 conveyed to Statutory Officers.
In 2020, (i) usufruct rights were granted over 885,808 shares to Statutory Officers; and (ii) full title over 94,528 shares with usufruct rights granted in 2014 and 2017 conveyed to Statutory Officers.
|
Ultrapar – Shareholders’ Meeting Manual
|
Ultrapar has no outstanding stock options.
|
Statutory Officers
|
2020
|
|
2019
|
|
2018
|
|
Total number of members
|
6.75
|
|
7
|
|
7
|
|
Number of compensated members
|
4
|
|
5
|
|
3
|
|
Number of shares granted
|
94,528
|
|
132,268
|
|
30,000
|
|
Weighted average price of the transferred shares (R$/share)
|
R$25.99
|
|
R$24.41
|
|
R$39.22
|
|
Value gap between the acquisition price and the market value of the acquired shares
|
R$0.00
|
|
R$0.00
|
|
R$0.00
|
13.8. – Information required for the understanding of items 13.5 to 13.7
The price assigned to shares awarded corresponds to the market price of the Company’s share at the time of the award. Prices may be adjusted ex-post, as the case may be, to reflect the 1:2 stock split approved at the Annual and Extraordinary General Meeting held April 10, 2019. As previously reported, Ultrapar does not have a stock options plan in place.
In “Item 13.7. - Stock options exercised and shares awarded in connection with the shares plan for Statutory Officers”, the price assigned to the shares awarded corresponds to the book value of treasury shares, as specified in Ofício Circular/CVM/SEP/No. 1/2021.
13.9. – Number of shares or quotas and other securities convertible into shares or quotas issued by the Company, its directly or indirectly controlling shareholders, controlled companies or companies under common control, whether directly or indirectly, by members of the Board of Directors, by Statutory Officers or by members of the Fiscal Council, broken down by corporate body:
The table below shows the number of shares directly or indirectly held by the incumbent members of the Board of Directors and the Council, or by Statutory Officers as of 12/31/2020.
|
|
Total number of shares
|
|
%
|
|
Board of Directors
|
16,181,336
|
|
1.45%
|
|
Direct ownership
|
272
|
|
0.00%
|
|
Indirect ownership
|
16,181,064
|
|
1.45%
|
|
|
|
|
|
Fiscal Council
|
1,500
|
|
0.00%
|
|
Direct ownership
|
1,500
|
|
0.00%
|
|
Indirect ownership
|
-
|
|
0.00%
|
|
|
|
|
|
Statutory Officers
|
1,877,650
|
|
0.17%
|
|
Direct ownership¹
|
1,851,550
|
|
0.17%
|
|
Indirect ownership
|
26,100
|
|
0.00%
|
|
Total
|
18,060,486
|
|
1.62%
|
|
Shares representing the capital
|
1,115,005,712
|
|
100.0%
|
|
¹ Includes shares over which usufruct rights have been granted to Statutory Officers
|
|
|
|
The table does not contemplate changes in Ultrapar’s stock ownership since 12/31/2020.
The incumbent members of the Board of Directors and Council, and Statutory Officers do not hold equity stakes in subsidiaries or shared-controlled entities.
|
Ultrapar – Shareholders’ Meeting Manual
|
13.10. – Pension plans of the members of the Board of Directors and Statutory Officers
|
Corporate Body
|
Board of Directors
|
Statutory Officers
|
|
Total number of members
|
10.33
|
6.75
|
|
Number of compensated members1
|
0.00
|
6.75
|
|
Name of the Plan
|
N/A
|
Utraprev – Associação de Previdência Complementar Set Contribution Plan
|
|
Number of members meeting retirement requirements2
|
N/A
|
1
|
|
Conditions for early retirement
|
N/A
|
- 55 years of age
- minimum 5 years’ employment with the sponsor
- minimum 5 years’ plan membership
- Severance of employment tie s with the sponsor
|
|
Adjusted amount of accumulated contributions to the pension plan until the end of the last fiscal year, reduced by the portion related to contributions made directly by the members3 (in thousands of Reais)
|
N/A
|
10,317.71
|
|
Accumulated total amount of the contributions made during the last fiscal year, reduced by the portion related to contributions made directly by managers (in thousands of Reais)
|
N/A
|
1,284.86
|
|
Possibility and conditions for early redemption
|
N/A
|
The plan includes an option of redemption upon termination of employment, even if not all conditions for retirement are met
|
|
¹ Only considers members under the retirement plan, as specified in Ofício Circular/CVM/SEP/No. 1/2021.
2 Managers who meet the conditions of age, period of employment and period of participation in the plan. Termination of employment is required for retirement.
3 Total amount of contributions made by the sponsor since affiliation with the plan, plus return.
|
|
|
|
|
Ultrapar – Shareholders’ Meeting Manual
|
13.11 - Maximum, minimum and average compensation of the Board of Directors, Fiscal Council and Statutory Officers
|
|
Statutory Officers
|
|
Board of Directors
|
|
Fiscal Council
|
|
12/31/2020
|
|
12/31/2019
|
|
12/31/2018
|
|
12/31/2020
|
|
12/31/2019
|
|
12/31/2018
|
|
12/31/2020
|
|
12/31/2019
|
|
12/31/2018
|
|
Total number of members
|
6.75
|
|
7.00
|
|
7.00
|
|
10.33
|
|
9.42
|
|
8.33
|
|
6.00
|
|
6.00
|
|
6.00
|
|
Number of compensated members
|
6.75
|
|
7.00
|
|
7.00
|
|
10.33
|
|
9.42
|
|
8.33
|
|
3.00
|
|
3.00
|
|
3.00
|
|
Highest individual compensation (Reais)
|
14,103.9
|
|
10,918.9
|
|
8,647.5
|
|
1,800.0
|
|
1,740.6
|
|
1,344.0
|
|
251.9
|
|
249.2
|
|
205.3
|
|
Lowest individual compensation (Reais)
|
4,111.3
|
|
3,098.2
|
|
2,725.6
|
|
720.0
|
|
504.5
|
|
432.0
|
|
208.6
|
|
148.9
|
|
149.4
|
|
Average individual compensation (Reais)
|
5,608.5
|
|
5,521.6
|
|
4,099.1
|
|
899.7
|
|
737.0
|
|
656.9
|
|
223.1
|
|
273.6
|
|
215.1
|
Note
|
Statutory Officers
|
|
12/31/2020
|
The highest and lowest individual compensation were received by members who held the position for 12 months.
|
|
12/31/2019
|
The highest and lowest individual compensation were received by members who held the position for 12 months.
|
|
12/31/2018
|
The highest and lowest individual compensation were received by members who held the position for 12 months.
|
|
Board of Directors
|
|
12/31/2020
|
The highest and lowest individual compensation were received by members who held the position for 12 months.
|
|
12/31/2019
|
The highest and lowest individual compensation were received by members who held the position for 12 months.
|
|
Fiscal Council
|
|
12/31/2020
|
The highest and lowest individual compensation were received by members who held the position for 12 months.
|
|
12/31/2019
|
The highest and lowest individual compensation were received by members who held the position for 12 months.
|
|
Ultrapar – Shareholders’ Meeting Manual
|
13.12. - Agreements, insurance policies or other instruments that provide for management compensation or indemnification mechanisms in the event of removal from position or retirement
In addition to contributions to the FGTS system, Ultrapar in 2010 implemented a planned retirement policy that has been superseded by and replaced with the end-of-career policy reviewed by the People Committee on 04/20/2018 and amended on 08/10/2020. Its purpose is to prepare executives for severance and structure succession plans within the organization. Application of the policy is discretionary and the amount of the resulting post-retirement benefits consists in potential additional compensation upon termination at the company’s initiative equivalent to 0.5 to 1.0 monthly salary per year of employment with the company, up to a ceiling of nine monthly salaries. The condition precedent is a minimum of five years’ engagement with the company and meeting the requirements for retirement via the INSS or Grupo Ultra’s supplementary pension scheme.
The company has in place liability policies for directors and officers (D&O) to indemnify the members of the Board of Directors, of Fiscal Council, and Officers and executives of Ultrapar and its subsidiaries (“Insured Parties”) up to an upper limit of US$ 80 million, in exchange for an average annual premium of R$ 3.3 million.
The policy covers indemnity for damages to third parties or to the company arising from action or omission associated with the Insured Parties’ job performance, including any claims filed against them, even if the action, omission or claim arises from willful misconduct. Since 2018, the D&O policy has also provided for reimbursement to Contracted Parties of fines and penalties in civil and administrative proceedings bargains, except where in connection with willful misconduct.
13.13. - Percentage of the overall compensation payable to each body recognized in the Company’s results related to members of the Board of Directors or the Fiscal Council, or Statutory Officers who are related parties of the controlling shareholders
Ultra S.A. is currently the main individual shareholder of the company, with approximately 25.1% of the shares issued by Ultrapar. Until Ultrapar’s migration to the Novo Mercado corporate governance segment, in 2011, Ultra S.A. was the Company’s controlling shareholder and, as such, executed the agreement for B3 Novo Mercado Listing on August 16, 2011, for the purposes of compliance with the Novo Mercado rules then in force.
The compensation of members of the Board of Directors, the only related parties with Ultra S.A., as percentage of the total compensation paid to these the bodies in question was 47% in 2018, 37% in 2019 and 35% in 2020.
13.14. Amounts recognized in the Company’s results as compensation of members of the Board of Directors, the Fiscal Council or Statutory Officers, grouped by corporate body, for any reason other than the respective positions held by such members
Members of the Board of Directors or of the Fiscal Council, or Statutory Officers earned no compensation other than that associated with the positions held in the Company or its subsidiaries.
|
Ultrapar – Shareholders’ Meeting Manual
|
13.15. – Amounts recognized in the results of the Company’s direct or indirect controlling companies, companies under common control and subsidiaries, as compensation to the members of the Board of Directors, the Fiscal Council or Statutory Officers in 2018, 2019 and 2020
The entire compensation of the Company’s Statutory Officers has been paid by subsidiaries or controlled entities for the roles they play as managers thereof. The entire compensation of the Board of Directors and Fiscal Council is paid by the Company directly.
|
Statutory Officers – 2018
|
|
(In thousands of Reais)
|
Companhia Ultragaz S.A.
|
|
Bahiana Distribuidora de Gás Ltda
|
|
Utingás Armazenadora S.A.
|
|
Ipiranga Produtos de Petróleo S.A.
|
|
Empresa Carioca de Produtos Químicos S.A.
|
|
Oxiteno S.A. Indústria e Comércio
|
|
Oxiteno Nordeste S.A. Indústria e Comércio
|
|
Terminal Químico de Aratu S/A Tequimar
|
|
Imifarma Prod. Farm. Cosméticos S/A
|
|
Total
|
|
Annual fixed compensation
|
3,798.6
|
|
1,396.0
|
|
90.9
|
|
3,300.3
|
|
888.4
|
|
2,717.0
|
|
144.3
|
|
1,558.4
|
|
917.1
|
|
14,811.1
|
|
Salary
|
2,503.0
|
|
1,120.0
|
|
70.2
|
|
2,669.1
|
|
697.5
|
|
2,161.5
|
|
113.3
|
|
1,118.0
|
|
650.8
|
|
11,103.3
|
|
Direct and indirect benefits
|
625.0
|
|
0.0
|
|
20.7
|
|
77.1
|
|
0.0
|
|
66.0
|
|
0.0
|
|
210.2
|
|
89.2
|
|
1,088.1
|
|
Others
|
670.6
|
|
276.0
|
|
0.0
|
|
554.1
|
|
191.0
|
|
489.5
|
|
31.0
|
|
230.2
|
|
177.2
|
|
2,619.6
|
|
Variable compensation
|
1,931.9
|
|
771.5
|
|
0.0
|
|
2,265.1
|
|
1,302.6
|
|
2,579.1
|
|
211.6
|
|
1,148.0
|
|
616.9
|
|
10,826.9
|
|
Profit sharing
|
1,931.9
|
|
771.5
|
|
0.0
|
|
2,265.1
|
|
1,302.6
|
|
2,579.1
|
|
211.6
|
|
1,148.0
|
|
616.9
|
|
10,826.9
|
|
Others
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Post-retirement benefits
|
650.8
|
|
0.0
|
|
0.0
|
|
56.2
|
|
0.0
|
|
169.7
|
|
0.0
|
|
124.2
|
|
53.8
|
|
1,054.7
|
|
Benefits due to the interruption in the exercise of the position
|
356.5
|
|
356.5
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
192.0
|
|
905.1
|
|
Stock-based compensation
|
317.3
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
469.1
|
|
0.0
|
|
166.7
|
|
142.7
|
|
1,095.8
|
|
Total compensation
|
7,055.2
|
|
2,524.0
|
|
90.9
|
|
5,621.7
|
|
2,191.1
|
|
5,934.9
|
|
355.9
|
|
2,997.4
|
|
1,922.5
|
|
28,693.6
|
|
Statutory Officers – 2019
|
|
(In thousands of Reais)
|
Companhia Ultragaz S.A.
|
|
Ipiranga Produtos de Petróleo S.A.
|
|
Empresa Carioca de Produtos Químicos S.A.
|
|
Oxiteno S.A. Indústria e Comércio
|
|
Terminal Químico de Aratu S/A Tequimar
|
|
Imifarma Prod. Farm. Cosméticos S/A
|
|
Total
|
|
Annual fixed compensation
|
5,738.2
|
|
4,737.7
|
|
888.4
|
|
3,018.5
|
|
1,744.2
|
|
1,390.2
|
|
17,517.3
|
|
Salary
|
3,128.1
|
|
3,940.6
|
|
697.5
|
|
2,363.5
|
|
1,156.3
|
|
948.0
|
|
12,233.9
|
|
Direct and indirect benefits
|
1,889.0
|
|
148.8
|
|
0.0
|
|
70.3
|
|
338.2
|
|
226.8
|
|
2,673.0
|
|
Others
|
721.2
|
|
648.3
|
|
191.0
|
|
584.7
|
|
249.8
|
|
215.5
|
|
2,610.4
|
|
Variable compensation
|
3,485.8
|
|
3,127.6
|
|
455.7
|
|
1,236.2
|
|
1,109.6
|
|
761.1
|
|
10,175.9
|
|
Profit sharing
|
3,485.8
|
|
3,127.6
|
|
455.7
|
|
1,236.2
|
|
1,109.6
|
|
761.1
|
|
10,175.9
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
|
Post-retirement benefits
|
1,092.8
|
|
386.7
|
|
0.0
|
|
235.1
|
|
175.9
|
|
51.3
|
|
1,941.8
|
|
Benefits due to the interruption in the exercise of the position
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Stock-based compensation
|
6,881.2
|
|
612.6
|
|
0.0
|
|
472.1
|
|
70.4
|
|
979.5
|
|
9,015.8
|
|
Total compensation
|
17,198.1
|
|
8,864.6
|
|
1,344.1
|
|
4,961.9
|
|
3,100.2
|
|
3,182.0
|
|
38,650.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ultrapar – Shareholders’ Meeting Manual
|
|
Statutory Officers - 2020
|
|
(In thousands of Reais)
|
Ultrapar Participações S.A.
|
|
Companhia Ultragaz S.A.
|
|
Ipiranga Produtos de Petróleo S.A.
|
|
Empresa Carioca de Produtos Químicos S.A.
|
|
Oxiteno S.A. Indústria e Comércio
|
|
Terminal Químico de Aratu S/A Tequimar
|
|
Imifarma Prod. Farm. Cosméticos S/A
|
|
Total
|
|
Annual fixed compensation
|
6,592.4
|
|
1,486.1
|
|
2,739.6
|
|
888.4
|
|
1,261.2
|
|
1,816.2
|
|
1,256.3
|
|
16,040.3
|
|
Salary
|
5,229.7
|
|
1,034.0
|
|
2,325.0
|
|
697.5
|
|
811.1
|
|
1,320.0
|
|
813.3
|
|
12,230.5
|
|
Direct and indirect benefits
|
301.6
|
|
230.5
|
|
64.6
|
|
0.0
|
|
228.1
|
|
239.6
|
|
194.6
|
|
1,258.9
|
|
Others
|
1,061.1
|
|
221.7
|
|
350.0
|
|
191.0
|
|
222.1
|
|
256.7
|
|
248.3
|
|
2,550.8
|
|
Variable compensation
|
7,218.6
|
|
1,577.0
|
|
1,949.5
|
|
1,237.8
|
|
1,439.5
|
|
1,936.0
|
|
967.7
|
|
16,326.2
|
|
Profit sharing
|
7,218.6
|
|
1,577.0
|
|
1,949.5
|
|
1,237.8
|
|
1,439.5
|
|
1,936.0
|
|
967.7
|
|
16,326.2
|
|
Others
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Post-retirement benefit
|
677.9
|
|
159.0
|
|
296.1
|
|
0.0
|
|
212.0
|
|
161.1
|
|
92.0
|
|
1,598.1
|
|
Benefits due to the interruption in the exercise of the position
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
0.0
|
|
Stock-based compensation
|
407.7
|
|
889.1
|
|
1,192.7
|
|
0.0
|
|
483.4
|
|
376.8
|
|
543.1
|
|
3,892.8
|
|
Total compensation
|
14,896.6
|
|
4,111.3
|
|
6,177.8
|
|
2,126.3
|
|
3,396.1
|
|
4,290.2
|
|
2,859.1
|
|
37,857.3
|
13.16. – Other information deemed relevant by the issuer
Pursuant to Ofício Circular/CVM/SEP/No. 1/2021, starting in 2020 we ceased to report social charges paid by employer as manager compensation information. We provide, next, the amount of these charges in 2021 (forecast), 2020, 2019 and 2018:
The numbers are in thousands of Reais.
|
Year
|
Board of Directors
|
Statutory Officers
|
Fiscal Council
|
Total of social charges
|
|
2021
|
2,201.0
|
8,539.0
|
150.8
|
10,890.7
|
|
2020
|
1,861.7
|
6,572.6
|
133.8
|
8,568.1
|
|
2019
|
1,551.8
|
6,241.2
|
125.4
|
7,918.5
|
|
2018
|
1,094.4
|
5,834.1
|
129.0
|
7,057.5
|
The Company has no other information that it deems relevant to report.
DISTANCE VOTING BALLOT
Extraordinary General Meeting (EGM) - ULTRAPAR PARTICIPACOES S.A. to be held on 04/14/2021
|
Shareholder's Name
|
|
Shareholder's CNPJ or CPF
|
|
E-mail
|
|
Instructions on how to cast your vote
This ballot for the Extraordinary General Meeting (“EGM”) should be completed if the shareholder chooses to exercise their voting rights remotely pursuant to CVM Instruction 481/09.
In this event, it is mandatory that the foregoing fields are completed with the name (or corporate name) in full of the shareholder and the Corporate or Individual number in the tax register (CNPJ/ME and CPF/ME respectively), as well as an e-mail address for eventual contact.
For this voting ballot to be valid and the votes cast included in the quorum for the EGM, the following instructions should be followed:
• The fields of this ballot should be completed accordingly;
• Every page in this ballot should be initialed;
• At the end, the shareholder or their legal representative(s), as the case may be and pursuant to the prevailing legislation, should sign the ballot;
Once the ballot and required documentation are received by the Company, the Company shall notify, within 3 (three) business days, the shareholder of their receipt and acceptance or request its correction, pursuant to CVM Instruction 481/09.
The ballot and other substantiating documents shall be filed at the Company in up to 7 days prior to the date of the EGM, that is by April 7, 2021. Any ballots received by the Company after that date shall be disregarded.
The “EGM Manual”, sometimes referred to in this ballot, is available to the shareholders at the Company’s corporate headquarters, in its website (ri.ultra.com.br) and the websites of the Securities and Exchange Commission – CVM (www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br).
|
|
Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider
The shareholder choosing to exercise their voting rights remotely may:
A. Send the ballot directly to the Company
For this purpose, they should submit the following documents:
• Original copy of this ballot duly completed with every page initialed and signed at the end according to the instructions for completion described above;
• Certified copy of the following documents:
Individuals:
(i) ID card with the shareholder’s photograph (RG, RNE (foreigner’s ID), CNH (driver’s license), passport or ID issued by an officially recognized professional class);
(ii) in the case of an attorney-in-fact, ID document with a photograph of the same and a power of attorney.
Legal entities:
(i) consolidated corporate bylaws or articles of association and corporate acts providing evidence as to the powers to represent the shareholder (minutes of election of the officers and/or power of attorney);
(ii) ID card with the representative’s photograph (RG, RNE (foreigner’s ID), CNH (driver’s license), passport or ID issued by an officially recognized professional class);
(iii) in the case of an attorney-in-fact, ID document with a photograph of the same and a power of attorney.
Investment funds:
The shareholders constituted as investment funds shall deliver to the Company, within the term stipulated under item (a) above:
(i) evidence of the capacity of a manager of the investment fund granted to an individual or legal entity to represent it at the general meeting or who has granted powers to the attorney-in-fact;
(ii) the corporate act of the manager, if a legal entity, granting powers to the representative to participate in the general meeting or to whom the power-of-attorney has been granted; and
(iii) should the representative or attorney-in-fact be a legal entity, the same documents as in line
(ii) of this item relative to them;
B. Exercising voting rights through service providers
The shareholder that chooses to exercise voting rights remotely through service providers shall contact their custodians or securities registry institution for the Company’s shares, whether or not their shares are deposited with a central depositary, pursuant to compliance with their rules for transmission of the shareholder’s voting instructions.The shareholder choosing to exercise their voting rights remotely may:
A. Send the ballot directly to the Company
For this purpose, they should submit the following documents:
• Original copy of this ballot duly completed with every page initialed and signed at the end according to the instructions for completion described above;
• Certified copy of the following documents:
Individuals:
(i) ID card with the shareholder’s photograph (RG, RNE (foreigner’s ID), CNH (driver’s license), passport or ID issued by an officially recognized professional class);
|
DISTANCE VOTING BALLOT
Extraordinary General Meeting (EGM) - ULTRAPAR PARTICIPACOES S.A. to be held on 04/14/2021
|
passport or ID issued by an officially recognized professional class);
(ii) in the case of an attorney-in-fact, ID document with a photograph of the same and a power of attorney.
Legal entities:
(i) consolidated corporate bylaws or articles of association and corporate acts providing evidence as to the powers to represent the shareholder (minutes of election of the officers and/or power of attorney);
(ii) ID card with the representative’s photograph (RG, RNE (foreigner’s ID), CNH (driver’s license), passport or ID issued by an officially recognized professional class);
(iii) in the case of an attorney-in-fact, ID document with a photograph of the same and a power of attorney.
Investment funds:
The shareholders constituted as investment funds shall deliver to the Company, within the term stipulated under item (a) above:
(i) evidence of the capacity of a manager of the investment fund granted to an individual or legal entity to represent it at the general meeting or who has granted powers to the attorney-in-fact;
(ii) the corporate act of the manager, if a legal entity, granting powers to the representative to participate in the general meeting or to whom the power-of-attorney has been granted; and
(iii) should the representative or attorney-in-fact be a legal entity, the same documents as in line
(ii) of this item relative to them;
B. Exercising voting rights through service providers
The shareholder that chooses to exercise voting rights remotely through service providers shall contact their custodians or securities registry institution for the Company’s shares, whether or not their shares are deposited with a central depositary, pursuant to compliance with their rules for transmission of the shareholder’s voting instructions.
For further information, please see the AEGM Manual available in ri.ultra.com.br.
|
|
Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company
Address: Avenida Brigadeiro Luís Antônio, 1343, 8º andar, Bela Vista CEP 01317-910 São Paulo/SP – Brazil
To the attention of the “Gerência de Relações com Investidores” (Investor Relations Department)
E-mail: Invest@ultra.com.br
If preferred, the shareholder may send electronic copies of this ballot and the documents to the Company’s e-mail address, provided that the original copy of the voting ballot and the certified copies of the required documents are also sent to the Company at the address mentioned above by April 7, 2021.
|
|
Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number
Banco Bradesco S.A
Departamento de Ações e Custódia (Securities and Custody Department)
Address: Núcleo Cidade de Deus, Prédio Amarelo, 2º andar, Vila Yara, Osasco
CEP 06029-900
Osasco/SP – Brazil
Shareholder service channels:
Telephone: 0800 701 1616
Business days from 8:00 a.m. to 5:00 p.m.
E-mail: dac.acecustodia@bradesco.com.br
|
|
Resolutions concerning the Extraordinary General Meeting (EGM)
|
|
Simple Resolution
1. Ratify the alteration 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
[ ] Approve [ ] Reject [ ] Abstain
|
DISTANCE VOTING BALLOT
Extraordinary General Meeting (EGM) - ULTRAPAR PARTICIPACOES S.A. to be held on 04/14/2021
DISTANCE VOTING BALLOT
Annual General Meeting (AGM) - ULTRAPAR PARTICIPACOES S.A. to be held on 04/14/2021
|
Shareholder's Name
|
|
Shareholder's CNPJ or CPF
|
|
E-mail
|
|
Instructions on how to cast your vote
This ballot for the Annual General Meeting (“AGM”) should be completed if the shareholder chooses to exercise their voting rights remotely pursuant to CVM Instruction 481/09.
In this event, it is mandatory that the foregoing fields are completed with the name (or corporate name) in full of the shareholder and the Corporate or Individual number in the tax register (CNPJ/ME and CPF/ME respectively), as well as an e-mail address for eventual contact. For this voting ballot to be valid and the votes cast included in the quorum for the AGM, the following instructions should be followed:
• The fields of this ballot should be completed accordingly;
• Every page in this ballot should be initialed;
• At the end, the shareholder or their legal representative(s), as the case may be and pursuant to the prevailing legislation, should sign the ballot;
Once the ballot and required documentation are received by the Company, the Company shall notify, within 3 (three) business days, the shareholder of their receipt and acceptance or request its correction, pursuant to CVM Instruction 481/09.
The ballot and other substantiating documents shall be filed at the Company in up to 7 days prior to the date of the AGM, that is by April 7, 2021. Any ballots received by the Company after that date shall be disregarded.
The “AEGM Manual”, sometimes referred to in this ballot, is available to the shareholders at the Company’s corporate headquarters, in its website (ri.ultra.com.br) and the websites of the Securities and Exchange Commission – CVM (www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br).
|
|
Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider
The shareholder choosing to exercise their voting rights remotely may:
A. Send the ballot directly to the Company
For this purpose, they should submit the following documents:
• Original copy of this ballot duly completed with every page initialed and signed at the end according to the instructions for completion described above;
• Certified copy of the following documents:
Individuals:
(i) ID card with the shareholder’s photograph (RG, RNE (foreigner’s ID), CNH (driver’s license), passport or ID issued by an officially recognized professional class);
(ii) in the case of an attorney-in-fact, ID document with a photograph of the same and a power of attorney.
Legal entities:
(i) consolidated corporate bylaws or articles of association and corporate acts providing evidence as to the powers to represent the shareholder (minutes of election of the officers and/or power of attorney);
(ii) ID card with the representative’s photograph (RG, RNE (foreigner’s ID), CNH (driver’s license), passport or ID issued by an officially recognized professional class);
(iii) in the case of an attorney-in-fact, ID document with a photograph of the same and a power of attorney.
Investment funds:
The shareholders constituted as investment funds shall deliver to the Company, within the term stipulated under item (a) above:
(i) evidence of the capacity of a manager of the investment fund granted to an individual or legal entity to represent it at the general meeting or who has granted powers to the attorney-in-fact;
(ii) the corporate act of the manager, if a legal entity, granting powers to the representative to participate in the general meeting or to whom the power-of-attorney has been granted; and
(iii) should the representative or attorney-in-fact be a legal entity, the same documents as in line
(ii) of this item relative to them;
B. Exercising voting rights through service providers
The shareholder that chooses to exercise voting rights remotely through service providers shall contact their custodians or securities registry institution for the Company’s shares, whether or not their shares are deposited with a central depositary, pursuant to compliance with their rules for transmission of the shareholder’s voting instructions.
For further information, please see the AEGM Manual available in ri.ultra.com.br.
|
|
Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company
Address: Avenida Brigadeiro Luís Antônio, 1343, 8º andar, Bela Vista CEP 01317-910
São Paulo/SP – Brazil
To the attention of the “Gerência de Relações com Investidores” (Investor Relations Department)
E-mail: Invest@ultra.com.br
If preferred, the shareholder may send electronic copies of this ballot and the documents to the Company’s e-mail address, provided that the original copy of the voting ballot and the certified
|
DISTANCE VOTING BALLOT
Annual General Meeting (AGM) - ULTRAPAR PARTICIPACOES S.A. to be held on 04/14/2021
|
Company’s e-mail address, provided that the original copy of the voting ballot and the certified copies of the required documents are also sent to the Company at the address mentioned above by April 7, 2021.
|
|
Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number
Banco Bradesco S.A
Departamento de Ações e Custódia (Securities and Custody Department)
Address: Núcleo Cidade de Deus, Prédio Amarelo, 2º andar, Vila Yara, Osasco
CEP 06029-900
Osasco/SP – Brazil
Shareholder service channels:
Telephone: 0800 701 1616
Business days from 8:00 a.m. to 5:00 p.m.
E-mail: dac.acecustodia@bradesco.com.br
|
|
Resolutions concerning the Annual General Meeting (AGM)
|
|
Simple Resolution
1. Analysis and approval of the report and accounts of the Management, as well as the financial statements for the fiscal year ended on December 31, 2020, together with the report of the Independent Auditors and the opinion of the Fiscal Council
[ ] Approve [ ] Reject [ ] Abstain
|
|
Simple Resolution
2. Allocation of the net income for the fiscal year ending December 31, 2020
[ ] Approve [ ] Reject [ ] Abstain
|
|
Simple Resolution
3. Setting of the number of members to be elected to the Board of Directors
[ ] Approve [ ] Reject [ ] Abstain
|
|
Election of the board of directors by single group of candidates
Chapa indicada pela Administração (Slate indicated by the Management)
Alexandre Teixeira de Assumpção Saigh (não-independente)
Ana Paula Vitali Janes Vescovi (independente)
Flávia Buarque de Almeida (independente)
Jorge Marques de Toledo Camargo (independente) José Galló (independente)
José Luiz Alquéres (independente)
José Mauricio Pereira Coelho (independente)
Lucio de Castro Andrade Filho (não-independente)
Marcos Marinho Lutz (não-independente)
Otávio Lopes Castello Branco Neto (não-independente)
Pedro Wongtschowski (não-independente)
-
Appointment of all the names comprising the slate - Chapa indicada pela Administração (Slate indicated by the Management)
[ ] Approve [ ] Reject [ ] Abstain
-
If a candidate comprising the chosen slate is no longer part of it, may the votes corresponding to your shares be conferred to the chosen slate?
|
DISTANCE VOTING BALLOT
Annual General Meeting (AGM) - ULTRAPAR PARTICIPACOES S.A. to be held on 04/14/2021
|
[ ] Yes [ ] No [ ] Abstain
-
If cumulative vote is adopted in the election procedure, do you want to distribute the vote in equal percentages for the candidates comprising the chosen slate? [If the shareholder chooses to abstain and the cumulative vote is adopted, their vote will be registered as abstain on the respective matter.]
[ ] Yes [ ] No [ ] Abstain
-
List of all candidates comprising the slate to indicate percentage (%) of votes to be attributed
Alexandre Teixeira de Assumpção Saigh (não-independente) [ ] %
Ana Paula Vitali Janes Vescovi (independente) [ ] %
Flávia Buarque de Almeida (independente) [ ] %
Jorge Marques de Toledo Camargo (independente) [ ] %
José Galló (independente) [ ] %
José Luiz Alquéres (independente) [ ] %
José Mauricio Pereira Coelho (independente) [ ] %
Lucio de Castro Andrade Filho (não-independente) [ ] %
Marcos Marinho Lutz (não-independente) [ ] %
Otávio Lopes Castello Branco Neto (não-independente) [ ] %
Pedro Wongtschowski (não-independente) [ ] %
|
|
Simple Resolution
8. Establishment of the Management’s global compensation
[ ] Approve [ ] Reject [ ] Abstain
|
|
Election of the fiscal council by candidate - Total members to be elected: 3
9. Election of the members of the Fiscal Council (the shareholder may nominate as many candidates as there are vacancies to be filled at the general election)
Flávio Cesar Maia Luz / Márcio Augustus Ribeiro
[ ] Approve [ ] Reject [ ] Abstain
Geraldo Toffanello / Pedro Ozires Predeus
[ ] Approve [ ] Reject [ ] Abstain
William Bezerra Cavalcanti Filho / Sandra Regina de Oliveira
[ ] Approve [ ] Reject [ ] Abstain
|
|
Simple Resolution
10. Establishment of the compensation of the Fiscal Council for the term of office beginning in
|
DISTANCE VOTING BALLOT
Annual General Meeting (AGM) - ULTRAPAR PARTICIPACOES S.A. to be held on 04/14/2021
|
April 2021
[ ] Approve [ ] Reject [ ] Abstain
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 15, 2021
|
|
|
|
ULTRAPAR HOLDINGS INC.
|
|
By:
|
/s/ Rodrigo de Almeida Pizzinatto
|
|
Name: Rodrigo de Almeida Pizzinatto
Title: Chief Financial and Investor Relations Officer
|
(Shareholders’ Meeting Manual, Remote voting form – Extraordinary Shareholders’ Meeting and Remote voting form – Annual General Shareholders’ Meeting)
