ULTRAPAR PARTICIPAÇ ÕES S . A .

Publicly Traded C ompany

CNPJ N o . 33 . 256 . 439/0001 - 39

NIRE 35 . 300 . 109 . 724

Call Notice

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 exclusively in digital form on April 19th, 2023 ("Meeting"), at 2:00 p.m. (Brazil time), pursuant to the terms of CVM Resolution 81/22 ("RCVM 81"), without prejudice of the use of remote voting form, to discuss the following Agenda:

At the 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 December 31, 2022, 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 December 31, 2022;
  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 their respective alternates, given the request for the installation of the Fiscal Council made by a shareholder representing more than 2% of the voting shares issued by the Company, under the terms of the Law No. 6,404/76 and CVM Resolution
    70/22 ("RCVM 70"); 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 2023.

At the Extraordinary General Shareholders' Meeting:

  1. Approval of a new stock-based incentive plan;
  2. Approval of an amendment to the stock-based incentive plan approved at the Annual and Extraordinary General Shareholders' Meeting held on April 19th, 2017;
  3. Approval of the increase in the Company's capital stock, through the capitalization of part of the profit reserves, without the issuance of new shares, with the consequent amendment of Article
  1. of the Bylaws currently in force;
  1. Ratification of 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 by the Extraordinary General Shareholders' Meeting held on January 31st, 2014;
  2. Amendments to the Company's Bylaws, as detailed in the Management Proposal disclosed to the market on this date:
    1. Adjustments to the procedures related to the general meeting and meetings of the Board of Directors and Executive Board, with the simplification of the installation rites, proof of shareholder capacity and drawing up of the minutes;
    2. Adjustment in the tenure condition of the management to reflect all corporate policies;
    3. Further detailing of the judicial and administrative proceedings that must be informed by the candidates who will compose the slate(s);
    4. Exclusion of the possibility of calling the Board of Directors' meeting by letter, telegram and fax;
    5. Change of nomenclature of the position of the Investor Relations Officer;
    6. Adjustment of powers of the Strategy Committee and the Audit and Risks Committee; and
    7. Simplification of the wording of statutory provisions, by eliminating the replicated content of legislation, regulations in force, corporate policies, or adaptation of the Bylaws to the legal text, as well as formal, clarity, numbering and cross-reference adjustments, if applicable.
  3. Approval of the consolidation of the Bylaws, in order to reflect the changes proposed in the items above.

Election of members of the Board of Directors - Procedure for requesting multiple voting

The minimum percentage of voting capital to request the adoption of the multiple voting process for the election of members of the Board of Directors is 5% of common shares, in accordance with RCVM 70.

Pursuant to the Company's Bylaws and the Brazilian Corporate Law, this option must be exercised within 48 hours before the Meeting.

Attendance at the Meeting

The shareholders of the Company, including holders of American Depositary Receipts ("ADRs") under the terms described below, 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 the items Individual Shareholder, Corporate Shareholder and Investment Funds below.

Shareholder capacity will be proven upon submission 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 days prior to the Meeting.

The Company will adopt for this General Shareholders' Meeting the remote voting system, in accordance with the Brazilian Corporate Law and RCVM 81, allowing its shareholders to send, through their respective custody agents or bookkeeping institution or directly to the Company, a remote voting form for the Meeting, 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 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, if any, under the terms of RCVM 81.

The Meeting shall be held exclusively in digital form, pursuant to the terms of RCVM 81, through a digital platform ("Platform"), so the shareholders shall attend the Meeting solely by means of the following:

  1. through remote voting form, which detailed guidelines with respect to the necessary documentation for remote voting are included in such form; and
  2. through the 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 remote voting form; or (ii) attend and vote at the Meeting; in this case, provided that 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 16th, 1999 ("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.

Under the terms of RCVM 81, 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, before 2:00 p.m. (Brazil time) on April 17th, 2023, requesting participation, specifying the contact phone number and email address of the participant, and submitting the documents listed below:

Individual Shareholder

  • Copy of identification document with photograph (ID, foreign national's residence ID, driver's license, officially recognized professional class ID or passport, for foreigners); and
  • Copy of the power of attorney, if applicable, and identification document with photograph 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 identification document with photograph(s) of the legal representative(s); and
  • Copy of the power of attorney, if applicable, and identification document with photograph 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 Shareholders' Meeting attendance, the Company shall submit to the email indicated by the shareholder the link and instructions to access the Platform to the shareholders or, however the case may be, their 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 their attendance at the Shareholders' Meeting.

Availability of Documents and Information

Under the terms of the Ultrapar's Bylaws and RCVM 81, the documents and information relating to the matters to be deliberated upon, as well as the Annual and Extraordinary General Shareholders' Meeting Manual, the remote voting form for the Annual General Shareholders' Meeting and for the Extraordinary General Shareholders' 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 headquarters, website of B3 (www.b3.com.br) and Company's website (ri.ultra.com.br).

São Paulo, March 17th, 2023.

PEDRO WONGTSCHOWSKI

Chairman of the Board of Directors

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Ultrapar Participações SA published this content on 17 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 March 2023 22:06:01 UTC.