Shareholders' Meeting Manual
Annual and Extraordinary General
Shareholders' Meeting
of April 19, 2023
Digital-only meeting
3 | Message from the Chairman of the Board of Directors |
4 | Invitation letter |
5 | Call notice |
9 | Additional procedures |
11 | Management proposal for matters to be discussed in the Annual and Extraordinary General Shareholders' |
Meeting, including: | |
20 | Exhibit I - Report on the source and rationale for the proposed amendments to the Bylaws of Ultrapar |
Participações S.A. | |
Exhibit II - Financial statements referring to the fiscal year ended on December 31, 2022, including (i) the | |
69 | Management Report of the fiscal year ended on December 31, 2022; (ii) Report from our Independent |
Auditors and (iii) Opinion from our Fiscal Council | |
224 | Exhibit III - Management discussion and analysis on the financial conditions of the Company, under the |
terms of item 2 of the Reference Form | |
244 | Exhibit IV - Allocation of net income proposal for the fiscal year, pursuant to Annex A of CVM Resolution |
81/22 | |
247 | Exhibit V - Information regarding the candidates for members of the Board of Directors and the candidates |
for the Fiscal Council appointed or supported by the management, pursuant to items 7.3 to 7.6 of the | |
Reference Form and to the New Market Regulation | |
258 | Exhibit VI - Information about the management compensation, under the terms of item 8 of the Reference |
Form | |
289 | Exhibit VII - Proposal of a new stock-based incentive plan, pursuant to Annex B of CVM Resolution 81/22 |
294 | Exhibit VIII - Proposal of a new stock-based incentive plan |
303 | Exhibit IX - Proposal of an amendment to the stock-based incentive plan approved at the Company's |
Annual and Extraordinary General Shareholders' Meeting held on April 19th, 2017, pursuant to Annex B of | |
CVM Resolution 81/22 | |
308 | Exhibit X - Proposal of an amendment to the stock-based incentive plan approved at the Company's |
Annual and Extraordinary General Shareholders' Meeting held on April 19th, 2017 | |
317 | Exhibit XI - Proposal of increase in Ultrapar's capital stock, pursuant to Annex C of CVM Resolution 81/22 |
319 Model for power of attorney
MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS
Dear Shareholders,
2022 was a year of significant advances at Ultrapar. Despite the volatility and uncertainties, Ultragaz and Ultracargo achieved record results, and Ipiranga continued its trajectory of profitability recovery. The focus on the sophistication of pricing and the effort to increase the engagement of our network, together with important changes and operational adjustments in logistics and supplies, placed us at a new level of efficiency, preparing us for a new phase of growth.
We completed the biggest portfolio rationalization process in our history, with the conclusion of the divestments of Oxiteno and Extrafarma in April and August 2022, respectively. We announced the acquisitions of Stella and NEOgás, which mark Ultragaz's entry into the renewable electricity and compressed natural gas segments, expanding its offer and enhancing its capillarity, commercial strength and brand.
In 2022, we made progress on our ESG journey, with the conclusion of the details of the 2030 ESG Plan, intrinsic to each of the businesses strategic plan. The plan makes up 1/3 of the variable compensation individual goals of Ultrapar's leadership and reveals the Company's commitments, ambitions and targets for the coming years. The targets were disclosed to the external public on March 6th of this year.
For the general shareholders' meeting to be held this year, the proposed slate for the Board of Directors reduces the number of directors to 9 members, and combines, on one hand, candidates who are currently members of the Company's management, preserving the knowledge of the businesses and of Ultrapar, and on the other hand, four new candidates who bring relevant and complementary experiences to the Company, with an important renewal of the body.
We continued the succession and renewal process of our executive management and started 2023 with engaged team leaders and strengthened businesses to continue our journey of growth and value creation.
We invite all our shareholders to participate in our meeting, whose details regarding attendance and representation, as well as the necessary information for voting decisions, may be found throughout this Shareholders' Meeting Manual.
PEDRO WONGTSCHOWSKI
Chairman of the Board of Directors
INVITATION LETTER
Dear Shareholders,
It is a pleasure to invite you to participate in the Shareholders' Meeting of Ultrapar, to be held on April 19th, 2023, 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 of the agenda. Each common share gives the right to one vote in the Meeting's resolutions. 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-mailinvest@ultra.com.bror by phone +55 11 3177-7014.
We count on your participation,
PEDRO WONGTSCHOWSKI
Chairman of the Board of Directors
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:
- 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;
- Allocation of net income for the fiscal year ended on December 31, 2022;
- Setting of the number of members to be elected to the Board of Directors;
- Election of the slate that will compose the Board of Directors;
- Establishment of the Management's global compensation;
-
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 - 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:
- Approval of a new stock-based incentive plan;
- Approval of an amendment to the stock-based incentive plan approved at the Annual and Extraordinary General Shareholders' Meeting held on April 19th, 2017;
- 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
- of the Bylaws currently in force;
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Disclaimer
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 22:36:02 UTC.