ULTRAPAR PARTICIPAÇÕES S.A.

Date, Time and Location:

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

Attendance:

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

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

Publications:

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

Chairman and Secretary of the Meeting:

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

The Rights of First Refusal shall be ensured at the proportion of 0.071674230661843 share of Oxiteno for each common share issued (and existing on this date) by the Company, being: (i) 0.039416139109966 New Share for each common share issued by the Company and owned by the shareholders, with due regard to the apportionment into different classes as set forth in item 1.1 of Exhibit II; and (ii) 0.032258091551877 Existing Share for each common share issued by the Company and owned by the shareholders. Accordingly, the shareholders that choose to exercise their Rights of First Refusal shall acquire 0.818398054205164 Existing Share for each New Share by the shareholders and vice-versa, subject to preclusion of the Rights of First Refusal.

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

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

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

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

(i)             For the subscription of a New Share, deposit, on behalf of Oxiteno, in the current account indicated in Exhibit III of the Term of Exercise of Rights of First Refusal available on the Company's website, the amount of R$ 94.1006, free and clear of all withholdings and/or deductions, by virtue of the taxes and/or costs of any nature for which the shareholder is deemed responsible (“Initial Subscription Price per Share”); and

(ii)      For the acquisition of an Existing Share, deposit, on behalf of the Company (as described below), in the current account(s) indicated in Exhibit III of the Term of Exercise of Rights of First Refusal available on the Company's website, the amount of R$ 94.1006, free and clear of all withholdings and/or deductions, by virtue of the taxes and/or costs of any nature for which the shareholder is deemed responsible (“Initial Purchase Price per Share”), of which R$ 71.5555 shall correspond to the upfront installment (“Upfront Initial Purchase Price per Share”) and R$ 22.5451 shall correspond to the deferred installment (“Initial Deferred Purchase Price per Share”).

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

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

In addition, the Company clarifies that, considering that the value of the Final Subscription Price per Share and the Upfront Estimated Purchase Price per Share (as defined in Exhibit II) are subject to (a) the variation of the US dollar against the Brazilian Real on the date of definition of the Exchange Rate of the Rights of First Refusal and the completion of the Transaction and the payment of the Upfront Estimated Purchase Price per Share and the Final Subscription Price per Share, as well as (b) the terms, conditions, deadlines and adjustment procedures set forth in the Agreement and summarized in Exhibit II, in the event: (i) the Final Subscription Price per Share is higher than the Initial Subscription Price per Share; and/or (ii) the Upfront Estimated Purchase Price per Share is higher than the Upfront Initial Purchase Price per Share (as defined in Exhibit II), the shareholders shall, within five (5) business days counted from the disclosure date of the Final Subscription Price per Share and the Upfront Estimated Purchase Price per Share, (a) supplement, as applicable, the Initial Subscription Price per Share and/or the Upfront Initial Purchase Price per Share, by paying the difference, respectively, to Oxiteno and/or the Company, subject to forfeit the preclusion of the respective Rights of First Refusal (“Additional Exercise Price”), or (b) waive the exercise of the Rights of First Refusal (failure to supplement according to item “a” above shall constitute waiver).

Similarly, in the event: (i) the Final Subscription Price per Share is lower than the Initial Subscription Price per Share; and/or (ii) the Upfront Estimated Purchase Price per Share is lower than the Upfront Initial Purchase Price per Share, Oxiteno and the Company, respectively, shall return the difference to the shareholders that have exercised the Rights of First Refusal, as timely informed.

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

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

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

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

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

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

Whatever the case may be, the Rights of First Refusal shall be exercised by the shareholders exclusively through the bookkeeping by Banco Bradesco S.A., which is the depositary of the Company’s shares, in any of the Brazilian branches of Banco Bradesco S.A., upon presentation of the exercise term of the Rights of First Refusal (available at the Company’s website), duly signed and registered with the notary office, accompanied by the documents below (“Documents”), as applicable (“Term for the Exercise of the Rights of First Refusal”):

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

The addresses of the branches of Banco Bradesco S.A. may be obtained in the bank’s website: www.bradescocustodia.com.br or by telephone (+55 11) 3684-4522.

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

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

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

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

Finally, the Company informs that Oxiteno is a privately-held company and does not have marketable securities admitted for trading in the securities market (stock exchange or over-the-counter market). Accordingly, Oxiteno’s shares have limited liquidity and shall remain as such upon completion of the Transaction, as informed by the Purchasers.

Summary Table

São Paulo, September 30, 2021

Rodrigo de Almeida Pizzinatto
Chief Financial and Investors Relations Officer

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

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

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EXHIBIT II
Price per Share, Final Price per Share and Conditions Precedent

Words, expressions and abbreviations in capital letters not expressly defined in this Exhibit II shall have the meanings attributed to them in the Management’s Proposal for the Extraordinary General Shareholders’ Meeting held on September 30, 2021 (“Meeting”).

1. New Shares
   

1.1.         Number and Characteristics of the New Shares

According to the terms set forth in the Extraordinary General Shareholders’ Meeting of Oxiteno held on August 30, 2021, and to Exhibit I, the issuance of, at least, 36,457,574 and, at most, 42,891,264 new shares issued by Oxiteno, all nominative and with no par value, redeemable and distributed between Classes A, B, C, D, E and F of Oxiteno (“New Shares”) was approved.

As far as possible, shareholders exercising their Rights of First Refusal will receive the same number of New Shares of each Class. In the event that, by virtue of the exercise of the Rights of First Refusal, the shareholder has subscribed a number of New Shares that is not a multiple number of 6 (“Non-multiple New Share”), the first Non-multiple New Share shall be a Class A New Share, if applicable, the second Non-multiple New Share shall be a Class B New Share, if applicable, the third Non-multiple New Share shall be a Class C New Share, if applicable, the fourth Non-multiple New Share shall be a Class D New Share, if applicable, and the fifth Non-multiple New Share shall be a Class E New Share.

1.2.         Subscription Price per Share

The subscription price per share was defined at US$ 17.8358, free and clear of all withholdings and/or deductions, by virtue of the taxes and/or costs of any nature for which the Purchasers are deemed responsible (“Final Subscription Price per Share”).

The Final Subscription Price per Share shall be paid to Oxiteno in Brazilian Reais, based on the Pre-Closing Exchange Rate.

2. Existing Shares

2.1.         Number and Characteristics of the Existing Shares

35,102,127 shares issued by Oxiteno, all nominative and with no par value, without defined class (“Existing Shares”), corresponding to 100% of the current capital stock, without considering the New Shares, shall be offered.

2.2.        Purchase Price per Share

The purchase price per share was, initially, defined at US$ 17.8358, free and clear of all withholdings and/or deductions, by virtue of the taxes and/or costs of any nature for which the Purchasers are deemed responsible (“Base Purchase Price per Share”).

Such value was based on the Oxiteno’s enterprise value of US$ 1,300,000,000.00, which, added by the positive value of the Base Net Indebtedness based on the position of March 31, 2021, in the amount of US$ 91,074,782.67, minus the total subscription price of New Shares, in the amount of US$ 765,000,000.00, resulted in the equity value of US$ 626,074,782.67.

Of the Base Purchase Price per Share, subject to the adjustments provided herein, the amount equivalent to US$ 13.5626 per share of Oxiteno shall be paid on the Closing Date (“Upfront Base Purchase Price per Share”), and US$ 4.2732 per share shall be paid on the Second Installment Date (“Final Deferred Purchase Price per Share”).

The Upfront Estimated Purchase Price per Share (calculated as defined in item 3.2 below) shall be paid to the Company in Brazilian Reais, based on the Pre-Closing Exchange Rate, and the Final Deferred Purchase Price per Share shall be paid to the Company in Brazilian Reais, based on the Exchange Rate of the Second Installment Date.

3. Price Adjustment Procedures

The Base Purchase Price per Share may be adjusted according to the price adjustment procedures set forth in the Agreement and described below (“Price Adjustment Procedures”), which will result in the Estimated Total Purchase Price per Share and the Final Purchase Price per Share.

3.2.             Preliminary Adjustment of Purchase Price

Within 5 Business Days before the Closing Date, Oxiteno shall prepare and deliver to the Purchasers Oxiteno’s estimated balance sheet for the Closing Date (“Estimated Closing Balance Sheet”), in order to report, based on the methodology, definitions and calculation method described in the Agreement, the estimated net indebtedness and the estimated working capital of Oxiteno on the Closing Date (“Estimated Net Indebtedness” and “Estimated Working Capital”, respectively).

If: (a) the Estimated Working Capital is higher than the Base Working Capital, the Base Purchase Price per Share shall be increased by an amount corresponding to such difference considered by share; (b) the Estimated Working Capital is lower than the Base Working Capital, the Base Purchase Price per Share shall be reduced by an amount corresponding to such negative difference considered by share; (c) the Estimated Net Indebtedness is higher than the Base Net Indebtedness, the Purchase Price shall be decreased by an amount corresponding to such difference considered by share; and (d) the Estimated Net Indebtedness is lower than the Base Net Indebtedness, the Purchase Price shall be increased by an amount corresponding to such difference considered by share (however the case may be, the “Estimated Total Purchase Price per Share”).

Under all circumstances, the Final Deferred Purchase Price per Share shall be equivalent to US$ 4.2732 per Existing Share, in which case any positive or negative difference between the Base Purchase Price per Share and the Estimated Total Purchase Price per Share shall solely impact the portion payable on the Closing Date (such portion, the “Upfront Estimated Purchase Price per Share”).

3.3.             Final Purchase Price

The Estimated Total Purchase Price per Share shall be subject to additional adjustments, for purposes of determination of the final purchase price of the Oxiteno’s shares (the “Final Purchase Price per Share”). In this regard, within 90 days after the Closing Date, the Purchasers, with support from Oxiteno, shall prepare the Oxiteno’s balance sheet dated as of the Closing Date (“Closing Balance Sheet”), in order to confirm, based on the methodology, definitions and calculation method described in the Agreement, (i) the Final Net Indebtedness; and (ii) the Final Working Capital, and provide to the Company, within the same term, the statement including the Final Net Indebtedness and the Final Working Capital, accompanied by the Closing Balance Sheet (“Final Purchase Price Adjustment Statement”). However, as the case may be, the definition of the Final Purchase Price per Share shall be subject to the specific procedure for resolution of conflicts set forth in the Agreement.