ULTRAPAR PARTICIPAÇÕES S.A.

A Publicly Traded Company

CNPJ nº 33.256.439/0001- 39

NIRE 35.300.109.724

MANAGEMENT PROPOSAL

Dear Shareholders,

The Management of Ultrapar Participações S.A. ("Ultrapar" or "Company") hereby presents the Management Proposal to Shareholders pursuant to the matters to be decided on the Annual and Extraordinary General Shareholders' Meeting to be held on April 15, 2020 at 2:00 p.m.:

  1. Annual General Shareholders' Meeting:

1.1) Examination and approval of the Management report and accounts as well as the financial statements for the fiscal year ending December 31, 2019, in addition to the report of the Independent Auditors and the opinion of the Fiscal Council

The Management Report and the financial statements for the fiscal year ending December 31, 2019 were filed with the Brazilian Securities and Exchange Commission - CVM on February 191, 2020 and published in newspapers with wide circulation on February 21, 2019.

These documents (i) were approved by the Board of Directors and (ii) received a favorable opinion from the Company's Risks and Audit Committee and the Fiscal Council at a meeting held on February 19, 2019, the respective minutes also being filed with the CVM on February 19, 2019.

In addition, the financial statements were audited and received an unqualified report from the Company's independent auditors, KPMG Auditores Independentes. These documents can be found in Attachment II of the Management Proposal. Management's comments on the financial situation of the Company, pursuant to item 10 of the Reference Form, can be found in Attachment III.

We propose that the above-mentioned documents should be approved without qualification by the Company's shareholders.

1.2) Allocation of net income for the fiscal year ending December 31, 2019

Pursuant to Subsection II, Paragraph 1, Article 9 of CVM Instruction 481/09, as amended, and in the format of Attachment 9-1-II of the same instruction, we have published information with respect to the allocation of net income for the fiscal year ending December 31, 2019 in Attachment IV.

We propose that the allocation of net income be approved pursuant to Attachment IV.

1.3) Establishment of the Management's aggregate compensation

1 The financial statements were restated at CVM on March 16, 2020, due to the change on note 26.h

We propose that the compensation of the Company's management be approved as shown in Attachment

VI.

We provide additional information on the Management's compensation policies and practices in Attachment VII, pursuant to item 13 of the Reference Form, for an understanding of the rationale underlying this proposal.

1.4) 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% (two per cent) of the voting shares issued by the Company, pursuant to Article 161 to Law 6.404/76 and CVM Instruction 324/00

We propose the election of the following candidates as members of the Company's Fiscal Council as well as their alternates:

  • Geraldo Toffanello (effective) / Márcio Augustus Ribeiro (alternate)
  • Marcelo Amaral Moraes (effective) / Pedro Ozires Predeus (alternate)
  • William Bezerra Cavalcanti Filho (effective) / Carlos Roberto de Albuquerque Sá (alternate)

Detailed information of the candidates can be found in Attachment V, pursuant to items 12.5 to 12.10 of the Reference Form.

1.5Considering the foregoing item, the establishment of the compensation of the members of the Fiscal Council for the term of office beginning April 2020

We propose that the compensation of the members of the Fiscal Council for the period of their term of office be approved pursuant to Attachment VI.

  1. Extraordinary General Meeting:

2.1) To ratify the alteration 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., by the Company, approved by the Extraordinary General Meeting held on January 31, 2014.

Due to the partial exercise of the above mentioned subscription warrants, 2,108,542 (two million, one hundred and eight thousand, five hundred and forty-two) common shares were issued within the limit of the authorized capital pursuant to Article 6 of the Company's Bylaws. As a consequence of this issuance, the Company's capital stock is now represented by 1,114,918,734 (one billion, one hundred and fourteen million, nine hundred and eighteen thousand, seven hundred and thirty-four) common shares, all nominative, with no par value. Since no additional payment for exercising the subscription warrants is due, the issuance did not result in any change in the amount of the capital stock.

In order to reflect the above mentioned issuance of shares already effected, we also propose the ratification of the modification of the caput of Article 5 of the Company's Bylaws, pursuant to the comparative chart of the Corporate Bylaws disposed in Attachment VII of this Management Proposal.

Access to Documents and Information

Pursuant to Ultrapar's Bylaws and Article 6 to CVM Instruction 481/09, documents and information related

to the matters to be approved, as well as the Manual for the Annual and Extraordinary General Shareholders' Meeting, the remote voting ballots for the Annual General Shareholders' Meeting and for the Extraordinary General Shareholders' Meeting and other relevant documents for exercising the right to vote in the Meeting, were filed with the CVM, and are available from the CVM website (www.cvm.gov.br), from the Company's headquarters, from the website of B3 - Brasil, Bolsa, Balcão (www.b3.com.br) and from the Company's website (ri.ultra.com.br).

São Paulo, March 16, 2020.

PEDRO WONGTSCHOWSKI

Chairman of the Board of Directors

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Ultrapar Participações SA published this content on 16 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 March 2020 02:35:09 UTC