ULTRAPAR PARTICIPAÇÕES S.A.
Publicly-Traded Company
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CNPJ nº 33.256.439/0001-39 | | NIRE 35.300.109.724 |
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS (10/2018)
Date, Time and Location:
September 19, 2018, at 2:30 p.m., at the Company’s headquarters, located at Av. Brigadeiro Luís Antônio, nº 1.343, 9th floor, in the City and State of São Paulo.
Attendance:
(i) Members of the Board of Directors duly signed; and (ii) Mr. Paulo Guilherme Aguiar Cunha, as a Chairman Emeritus of the Board of Directors.
Agenda and Decisions:
1. | The members of the Board of Directors discussed and were updated on projects previously approved by the Board of Directors, as well as on the Company’s management planning. |
2. | The members of the Board of Directors were updated on the compliance and internal controls program adopted by the Company. |
3. | The Board of Directors approved the proposal submitted by the Company’s Executive Board to review the Company’s Competition Policy, as a continuous improvement process. The minutes of the Policy will be filed at the Company’s headquarters. |
4. | The Directors approved, based on the Company’s Stock-Based incentive Plan approved at the Annual and Extraordinary General Shareholders’ Meeting of the Company held on April 19, 2017 (the “Plan”), notably in item 4.2 of the Plan: |
| (i) | the 2nd Incentive Program Based on Restricted Stock (“2nd Restricted Stock Program”), which shall be filed at the Company’s headquarters, which sets forth, amongst other provisions, the usufruct of equity rights on all shares to the 2nd Incentive Based on Restricted Stock Program in favor of the participants; the vesting period of six years for the transference of the usufruct shares’ property as from the signing of the contract;and price and form of payment; always pursuant to the provisions of the Plan. |
| (ii) | the list that is filed at the Company’s headquarters, with the participants appointed to take part in the 2nd Restricted Stock Program and the number of shares granted to each participant, as per the appointments of the Company’s People and Organization Committee, authorizing the signature of such programs herein approved, pursuant to draft filed at the Company’s headquarters, as well as the grant of usufruct and transfer of shares, pursuant to the terms and conditions provided in each agreement. The members of the Board of Directors are not eligible to the approved program. |
The Company’s Executive Officers are hereby authorized to practice all acts and to execute all and any document required to perform this resolution.
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
Carlos Tadeu da Costa Fraga
Jorge Marques de Toledo Camargo
José Maurício Pereira Coelho
Nildemar Secches