Ultrapar Participações S A : Minutes of the meeting of the Board of Directors

ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company

CNPJ nº 33.256.439/0001- 39 NIRE 35.300.109.724

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

Date, Hour and Location:

November 6, 2019, at 2:30 p.m., at the Company's headquarters, located at Av. Brigadeiro Luís Antônio, n^r 1343, 9^th floor, in the City and State of São Paulo.

Attendance:

(i) Members of the Board of Directors undersigned; (ii) the secretary of the Board of Directors, Mr. André Brickmann Areno; (iii) Chief Executive Officer, Mr. Frederico Pinheiro Fleury Curado; (iv) Chief Financial and Investor Relations Officer, Mr. André Pires de Oliveira Dias; (v) other executive officers of the Company, Mrs. Décio de Sampaio Amaral, João Benjamin Parolin, Marcelo Pereira Malta de Araújo, Rodrigo de Almeida Pizzinatto and Tabajara Bertelli Costa; (vi) in relation to items 1 and eight of the agenda, the coordinator of the Audit and Risks Committee, Mr. Flávio Cesar Maia Luz; and (vii) in relation to item 1 of the agenda, the president of the Fiscal Council, Mr. Geraldo Toffanello.

Agenda and decisions:

1. To approve, after being examined and discussed, the financial statements of the Company, including the balance sheet and the management report for the fiscal year ended on December 31, 2019, as well as the destination of net earnings for the year and the distribution of dividends, supported by the independent auditor's report, and recommend its approval by the shareholders' meeting.

2. To approve, ad referendum to the Annual General Shareholders' Meeting, the following destination of net earnings for the year ended on December 31, 2019, in the amount of R$ 373,526,310.58 (three hundred and seventy-three million, five hundred and twenty-six thousand. Three hundred and 10 Reais and fifty-eight cents of Real), as described below:

1. R$ 18,676,315.53 (eighteen million, six hundred and seventy-six thousand, three hundred and fifteen Reais and fifty-three cents of Real) will be allocated to the legal reserve;
   
2. R$ 354,849,995.05 (three hundred and fifty-four million, eight hundred and forty-nine thousand and nine hundred and ninety-five Reais and five cents of Real) will be allocated to the payment of dividends to holders of common shares, of which R$ 217,381,649.20 (two hundred and seventeen million, three hundred and eighty-one thousand, six hundred and forty-nine Reais and twenty cents), equivalents to R$ 0.20 per share, were paid as interim dividends as approved by the Board of Directors on August 14, 2019. The outstanding amount of the dividends approved herein, in the amount of R$ 137,468,345.85 (one hundred and thirty-seven million, four hundred and sixty-eight thousand, three hundred and forty-five Reais and eighty-five cents of Real) will be increased of R$ 124,001,283.27 (one hundred and twenty-four million, one thousand and two hundred and eighty-three Reais and twenty-seven cents of Real) from the statutory reserve for investments. The amount of R$ 261,469,629.12 (two hundred and sixty-one, four hundred and sixty-nine thousand, six hundred and twenty-nine Reais and twelve cents of Real) shall be paid to the shareholders as of March 6, 2020, without remuneration or monetary adjustment. The shareholders are entitled to receive dividends equivalent to R$ 0.24 (twenty-four cents of Real) per share.

   The record dates for receiving the dividends approved herein will be February 27, 2020 in Brasil and March 4, 2020 in the United States of America. The Company's shares will be traded 'ex-dividends' on B3 S.A. - Brasil, Bolsa, Balcão and on the New York Stock Exchange from and including February 28, 2020 onwards.
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3. The members of the Board of Directors approved the technical study about the projection of taxable income for realization of deferred tax assets, in line with the CVM Instruction nº 371/02.

4. The members of the Board of Directors confirmed the issuance of 2,108,542 (two million, one hundred and eight thousand, five hundred and forty-two) common shares within the limits of the authorized capital stock pursuant to Article 6 of the Company's Bylaws, 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 on the Extraordinary Shareholders' Meeting held in January 31, 2014. The management of the Company shall provide the necessary subscription bulletins for signing and formalization of the new shares' subscription by the referred subscription warrants holders. The common shares will have the same rights assigned to the other shares previously issued by the Company.

The Company's capital stock will be represented by 1,114,918,734 (one billion, one hundred and fourteen million, nine hundred and eighteen thousand and seven hundred and thirty-four) common shares, all of them nominative with no par value. The adaptation of Article 5 of the Company's Bylaws to reflect the new number of shares in which the capital stock of the Company is divided, shall be subject to a resolution of the Annual General Shareholders' Meeting, to be called in due course.

5. The members of the Board of Directors were updated on the proposals that will be submitted for shareholders' approval upon the calling of the Annual General and Extraordinary Shareholders´ Meeting. The Board manifested positively to these proposals.

6. The members of the Board of Directors approved the calling of the Annual General and Extraordinary Shareholders' Meeting, that shall be held on April 15, 2020.

7. The members of the Board of Directors approved the changes of the Material Notice Disclosure Policy and Securities Trading Policy, as proposed by the Board of Officers.

8. The members of the Board of Directors were updated of the annual report of the Audit and Risk Committee, as well as its recommendations to the Board of Directors.

9. At last, Mr. Pedro Wongtschowski informed that Mr. Paulo Guilherme Aguiar Cunha, Chairman Emeritus of the Board of Directors, has decided to leave the positions occupied in the Company. On behalf of the Management, Mr. Pedro Wongtschowski expressed its gratitude for the inestimable contributions of Mr. Paulo Guilherme Aguiar Cunha throughout these decades.

Note: All the members of the Board of Directors approved the above items, with no reservations or amendments.

As there were no further matters to be discussed, the meeting was closed, the minutes of this meeting were written, read and approved by all the undersigned members present.

Pedro Wongtschowski - Chairman

Lucio de Castro Andrade Filho - Vice-Chairman

Alexandre Gonçalves Silva

Ana Paula Janes Vescovi

Flávia Buarque de Almeida

Joaquim Pedro de Mello

Jorge Marques de Toledo Camargo

José Galló

José Maurício Pereira Coelho

Nildemar Secches