UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form6-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant To Rule13a-16 Or15d-16 Of
The Securities Exchange Act Of 1934
For the month of March, 2019
Commission File Number:001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Avenida Brigadeiro Luis Antonio, 1343, 9º Andar
São Paulo, SP, Brazil01317-910
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F:
Form 20-F X | Form 40-F |
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1):
Yes | No X |
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7):
Yes | No X |
EXPLANATORY NOTE
Ultrapar Participações S.A.re-filed Exhibit V of theShareholders’ Meeting Manual filed on March 12th, 2019 in order to improve the information about the candidates’ professional experiences.
TABLE OF CONTENTS
| ITEM |
Shareholders’ Meeting Manual – Exhibit V – Items 12.5 to 12.10 of the Reference Form |
EXHIBIT V—ITEMS 12.5 TO 12.10 OF THE REFERENCE FORM
| 12. | Annual General Shareholders’ Meeting and Management |
| 12.5. | Information about the candidates for the Board of Directors and the Fiscal Council indicated or supported by the management |
Board of Directors
Name | Date of birth | Profession | CPF/ME | Elective position to be held | Expected election and investiture date | Term of office | Other positions held in the issuer | Was elected by the controller | Consecutive terms | |||||||||
Alexandre Gonçalves Silva | 03/06/1945 | Engineer | 022.153.817-87 | Board of Directors (Effective—independent) | 04/10/2019 | Until 2021 AGM | Indicated in the table below | No | 3 | |||||||||
Jorge Marques de Toledo Camargo | 04/28/1954 | Geologist | 114.400.151-04 | Board of Directors (Effective—Independent) | 04/10/2019 | Until 2021 AGM | — | No | 3 | |||||||||
José Maurício Pereira Coelho | 08/04/1966 | Accountant | 853.535.907-91 | Board of Directors (Effective—Independent) | 04/10/2019 | Until 2021 AGM | — | No | 3 | |||||||||
Lucio de Castro Andrade Filho | 04/01/1945 | Engineer | 061.094.708-72 | Board of Directors (Effective) | 04/10/2019 | Until 2021 AGM | Indicated in the table below | No | 19 | |||||||||
Nildemar Secches | 11/24/1948 | Engineer | 589.461.528-34 | Board of Directors (Effective—Independent) | 04/10/2019 | Until 2021 AGM | Indicated in the table below | No | 14 | |||||||||
Flavia Buarque de Almeida | 08/04/1967 | Business Executive | 149.008.838-59 | Board of Directors (Effective—Independent) | 04/10/2019 | Until 2021 AGM | — | No | 0 | |||||||||
Joaquim Pedro Monteiro de Carvalho Collor de Mello | 08/01/1978 | Business Executive | 085.081.467-79 | Board of Directors (Effective—Independent) | 04/10/2019 | Until 2021 AGM | — | No | 0 | |||||||||
Pedro Wongtschowski | 04/24/1946 | Engineer | 385.585.058-53 | Board of Directors (Effective) | 04/10/2019 | Until 2021 AGM | Indicated in the table below | No | 4 | |||||||||
José Galló | 09/11/1951 | Business Executive | 032.767.670-15 | Board of Directors (Effective—Independent) | 04/10/2019 | Until 2021 AGM | — | No | 0 | |||||||||
Ana Paula Vescovi Vitali Janes | 04/08/1969 | Economist | 862.654.587-87 | Board of Directors (Effective—Independent) | 04/10/2019 | Until 2021 AGM | — | No | 0 |
Fiscal Council
Name | Date of birth | Profession | CPF/ME | Elective position to be held | Expected election and investiture date | Term of office | Other positions held in the issuer | Was elected by the controller Parte inferior do formulário | Consecutive terms | |||||||||
Marcelo Amaral Moraes | 07/10/1967 | Economist | 929.390.077-72 | Member of Fiscal Council (Effective) | 04/10/2019 | Until 2020 AGM | — | No | 0 | |||||||||
Márcio Augustus Ribeiro | 12/27/1954 | Engineer | 006.211.088-80 | Member of Fiscal Council (Effective) | 04/10/2019 | Until 2020 AGM | — | No | 12 | |||||||||
Geraldo Toffanello | 10/12/1950 | Accountant | 075.257.060-72 | Member of Fiscal Council (Effective) | 04/10/2019 | Until 2020 AGM | — | No | 2 | |||||||||
Pedro Ozires Predeus | 05/04/1944 | Accountant | 005.474.508-00 | Member of Fiscal Council (Alternate) | 04/10/2019 | Until 2020 AGM | — | No | 14 | |||||||||
William Bezerra Cavalcanti Filho | 10/26/1956 | Economist | 530.627.607-53 | Member of Fiscal Council (Alternate) | 04/10/2019 | Until 2020 AGM | — | No | 1 | |||||||||
Paulo Cesar Pascotini | 07/20/1959 | Accountant | 246.904.300-04 | Member of Fiscal Council (Alternate) | 04/10/2019 | Until 2020 AGM | — | No | 5 |
All members now appointed to the Fiscal Council are considered independent members, pursuant to article 162 and paragraphs of the Brazilian Corporate Law.
| i. | Main professional experience over the last 5 years |
Board of Directors
Alexandre Gonçalves Silva
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Member of the Board of Directors (2015 – current)
• Member of the People and Organization Committee (2015 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk. | Yes | |||
Embraer S.A. | • Chairman of the Board of Directors (2011 – current)
• Member of the Strategy Committee (2011 – current) | Publicly traded company manufacturing of aircrafts industry. | No | |||
Votorantim Cimentos S.A. | • Member of the Board of Directors (2016 – current) | Company in the cement manufacturing industry | No | |||
Companhia Nitro Química Brasileira S.A. | • Member of the Board of Directors (2012 – current) | Company in the manufacturing nitrocellulose industry. | No | |||
Rio Galeão | • Member of the Board of Directors (2019 – current) | Operation and maintenance of Tom Jobim Airport. | No | |||
Fibria Celulose S.A. | • Member of the Board of Directors (2009 – 2019) | Company in the pulp and paper industry. | No | |||
Tecsis – Tecnologia e Sistemas Avançados S.A. | • Member of the Board of Directors (2013 – 2016) | Company engaged in the production of blades for wind energy generation. | No |
Jorge Marques de Toledo Camargo
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Member of the Board of Directors (2015 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk | Yes | |||
Prumo Logística S.A. | • Member of the Board of Directors and of the Strategy Committee (2014 – current) | Logistics infrastructure company | No | |||
Odebrecht S.A. | • Member of the Board of Directors (2018 – current) | Company engaged in logistic segment | No | |||
Instituto Brasileiro de Petróleo, Gás e Biocombustíveis – IBP | • President (2015 – 2018)
• Member of the Board of Directors (2010 – current) | Organization to promote the oil industry | No | |||
CEBRI – Centro Brasileiro de Relações Internacionais | Member of the Board of Trustees (2018 – current) | Brazilian international relation think tank | No | |||
Nexans Brasil S.A. | • Member of the Strategic Board (2014 – current) | Electric appliances manufacturer | No | |||
McKinsey & Comp, Inc. Brasil | • Senior Consultant (2012 – current) | Consulting company | No | |||
Mills Estruturas e Serviços de Engenharia S.A. | • Member of the Board of Directors (2011 – 2017) | Brazilian specialized engineering services company | No | |||
Karoon Petróleo e Gás S.A. | • Consultant to the Board of Directors (2011 – 2016) | Company engaged in the exploration and production of oil and gas, focused in South America | No | |||
Statoil do Brasil Ltda. | • Senior Consultant (2010 – 2014) | Company engaged in the exploration and production of oil and gas | No | |||
Energy Ventures | • Member of the Advisory Board and Managing Partner (2010 – 2015) | Venture capital fund focused on investments in new technologies for the oil industry | No |
José Maurício Pereira Coelho
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Member of the Board of Directors (2015 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk | Yes | |||
Banco do Brasil S.A. | • Executive Vice President of Financial Management and Investor Relations (2015 – 2017)
• Chief Financial Officer (2012 – 2015)
• Capital Markets Officer (2009 – 2012) | Financial institution | No | |||
BB Seguridade Participações S.A. | • Chief Executive Officer (2017 – 2018)
• Member of the Board of Directors (2015 – 2018) | Financial institution | No | |||
Previ – Caixa de Previdência dos Funcionários do Banco do Brasil | • Chief Executive Officer (2018 – current) | Management Fund | No | |||
Celpe – Companhia Energética de Pernambuco (Grupo Neoenergia) | • Member of the Board of Directors (2009 – 2014) | Public utility company in Pernambuco | No | |||
ABRAPP – Associação Brasileira das Entidades Fechadas de Previdência Complementar | • Member of the Advisory Board (2018 – current) | Representative of Private Closed Pension Funds Entities | No | |||
IRB – Instituto Brasileiro de Resseguros | • Member of the Board of Directors (2017 – current) | Reinsurance | No | |||
BB Securities LLC, NY | • Member of the Board of Directors (2012 – 2015) | Financial institution | No | |||
BB Securities Limited, London | • Member of the Board of Directors (2012 – 2015) | Financial institution | No | |||
Banco do Brasil Aktiengesellschaft (BB AG), in Austria | • Member of the Board of Directors (2012 – 2015) | Financial institution | No | |||
BB Securities Asia Pte. Ltda., in Singapure | • Member of the Board of Directors (2012 – 2015) | Financial institution | No | |||
Cielo S.A. | • Member of the Board of Directors (2012 – current) | Merchant acquiring and payment processing company in Latin America | No | |||
Cosern – Companhia de Energia do Rio Grande do Norte (Grupo Neoenergia) | • Member of the Board of Directors (2009 – 2014) | Public utility company in Rio Grande do Norte | No | |||
Coelba – Companhia de Eletricidade do Estado da Bahia (Grupo Neoenergia) | • Member of the Board of Directors (2009 – 2014) | Public utility company in Bahia | No | |||
Confederação Nacional das Empresas de Seguros Gerais | • Board Member (2017 – 2018) | Association representing companies involved in General Insurance Industry | No | |||
Mapfre BB SH2 Participações S.A. | • Member of the Board of Directors (2017 – 2018) | Insurance Segment | No | |||
Mapfre BB SH1 Participações S.A. | • Member of the Board of Directors (2017 – 2018) | Insurance Segment | No | |||
Brasilprev Seguros e Previdência S.A. | • Member of the Board of Directors (2017 – 2018) | Insurance and Pension Segment | No |
Lucio de Castro Andrade Filho
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Vice-chairman of the Board of Directors (1998 – current)
• Member of the People and Organization Committee (2017 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk | Yes | |||
Ultra S.A. Participações | • Officer (1982 – current)
• Member of the Board of Directors (1982 – 2018) | Holding that owns 22% of Ultrapar’s capital | Yes | |||
Nildemar Secches
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Member of the Board of Directors (2002 – current)
• Member of the People and Organization Committee (2011 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk | Yes | |||
Itaú Unibanco Holding S.A. | • Member of the Board of Directors (2012 – 2017) | Financial institution | No | |||
Weg S.A. | • Member of the Board of Directors (1997 – current) | Manufacturing and trading of engines, electrical equipment and coatings | No | |||
Suzano Papel e Celulose S.A. | • Member of the Board of Directors (2008 – current) | Cellulose and paper industry | No | |||
Grupo Iochpe-Maxion | • Member of the Board of Directors (2004 – current) | Industrial holding | No |
Pedro Wongtschowski
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Chairman of the Board of Directors (2018 – current)
• Member of the Board of Directors (2013 – current)
• Member of the People and Organization Committee (2015 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk | Yes | |||
Ultra S.A. Participações | • Officer (current)
• Member of the Board of Directors (until 2018) | Holding that owns 22% of Ultrapar’s capital | Yes | |||
Embraer S.A. | • Member of the Board of Directors (2015 – current) | Publicly traded company engaged in the manufacturing of aircrafts | No | |||
Votorantim S.A. | • Member of the Board of Directors (2017 – current) | Investment Portfolio Manager | No | |||
CTC – Centro de Tecnologia Canavieira | • Member of the Board of Directors (2015 – current) | World’s main center for the development and integration of disruptive technologies of the sugar-energy industry | No | |||
Fundação de Amparo à Pesquisa do Estado de São Paulo – FAPESP | • Member of Board of Trustees (2015 – current) | São Paulo development agency promoting scientific and technological research | No | |||
EMBRAPII – Empresa Brasileira de Pesquisa e Inovação Industrial | • Chairman of the Board of Directors (2013 – current) | Organization to promote and foster the implementation of research, development and innovation projects in the industrial sector through the cooperation with technological research institutions, under the signing of a contract with the Ministry of Science, Technology and Innovation as a supervisory body, and with the Ministry of Education | No | |||
ANPEI – Associação Nacional de Pesquisa e Desenvolvimento das Empresas Inovadoras | • Chairman of the Board of Trustees (2013 – current) | Entity representing innovative companies in Brazil | No | |||
IEDI – Instituto de Estudos para o Desenvolvimento Industrial | • Chairman (2015 – current) | Private institute for studies on the national industry and development | No | |||
CNC – Conselho Nacional de Ciência e Tecnologia da Presidência da República do Brasil | • Member of the Board (2017 – current) | Advisory body to the President of Brazil for the formulation, implementation and evaluation of the National Science, Technology and Innovation Policy | No | |||
FEBRABAN – Federação Brasileira dos Bancos | • Member of the Advisory Board (2018 – current) | Contributes to economic, social and sustainable development of Brazil | No |
Flavia Buarque de Almeida
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Península Capital S.A. | • Managing Partner (2013 – current) | Company specialized in investments | No | |||
O3 Gestão de Recursos Ltda. | • Executive Officer (current) | Company specialized in investments | No | |||
BRF S.A. | • Member of the Board of Directors (current) | Company in the food industry | No | |||
Groupe Carrefour S.A. | • Member of the Board of Directors (current) | Company in the retail industry | No | |||
W2WE-Commerce de Vinhos S.A. | • Member of the Board of Directors (current) | Company in the retail industry | No | |||
GAEC Educação S.A. | • Member of the Board of Directors (current) | Company in the education industry | No | |||
Lojas Renner S.A. | • Member of the Board of Directors (2011 – 2016) | Company in the retail industry | No | |||
FB&RL Holding de Participação Ltda. | Partner (current) | Company specialized in investments | No |
Joaquim Pedro Monteiro de Carvalho Collor de Mello
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Monteiro Aranha S.A. | • Investor Relations Officer and Alternate Member of the Board of Directors (current) | Participation in other companies | No | |||
Klabin S.A. | • Member of the Board of Directors (current) | Company engaged in industrial and commercial exploitation | No | |||
Gestora de Recursos Charles River | • Executive Officer and Member of the Board of Directors (current) | Management Resources | No | |||
Organização Arnon de Mello | • Executive Officer | Media Conglomerate | No |
José Galló
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Lojas Renner S.A. | • Chief Executive Officer (1999 – current) • Member of the Board of Directors (1998 – current) | Company in the retail segment | No | |||
Localiza Rent a Car S.A. | • Member of the Board of Directors (current) | Company in the rent a car and fleet management segment | No | |||
Itaú Unibanco Holding S.A. | • Member of the Board of Directors (current) | Financial Institution | No | |||
Instituto do Desenvolvimento do Varejo | • Member of the Board of Directors (current) | Association engaged in the development of the retail segment | No | |||
Câmara de Dirigentes Lojistas de Porto Alegre | • Vice Chairman (current) | Association engaged in the development of the retail market of Porto Alegre | No | |||
Endeavor Brasil | • Representative to Rio Grande do Sul (current) | Non-Profit Organization | No | |||
SLC Agrícola S.A. | • Member of the Board of Directors (2007 – 2016) | Agriculture commodities | No |
Ana Paula Vitali Janes Vescovi
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Caixa Econômica Federal | • Chairman of the Board of Directors (2017 – 2019) | Financial institution | No | |||
Federative Republic of Brazil | • Executive secretary of the Finance Ministry (2018) | Executive Branch of Brazil | No | |||
Federative Republic of Brazil | • Secretary of the National Treasury (2016) | Executive Branch of Brazil | No | |||
Centrais Elétricas Brasileiras – Eletrobrás | • Member of the Board of Directors (2016 – 2017) | Electric Energy | No | |||
IRB – Instituto Brasileiro de Resseguros | • Member of the Board of Directors (2016 – 2017) | Reinsurance | No |
Fiscal Council
Effective members
Marcelo Amaral Moraes
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Vale S.A. | • President of the Fiscal Council (2004 – current) | Company in the mining industry | No | |||
CPFL Energia S.A. | • Member of the Fiscal Council (2017 – current) | Company engaged on electric energy production | No | |||
Linx S.A. | • Member of the Fiscal Council (2018 – current) | Company in the software and retail management industry | No | |||
Gol Linhas Aéreas Inteligentes S.A. | • President of the Fiscal Council (2018 – current) | Company in the aviation segment | No | |||
Odebrecht Previdência | • Observing Member of the Risk and Investment Committee (2018 – current) | Entity of Complementary Pension | No | |||
Aceco TI S.A. | • President of the Fiscal Council (2016 – 2018) | Company in the data centers industry | No | |||
Eternit S.A. | • Member of the Board of Directors (2016 – 2018) | Company in the roofing industry | No | |||
Capital Dynamics | • Executive Officer (2012 – 2015) | Private Asset Management Company | No |
Geraldo Toffanello
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Member of the Fiscal Council (2017 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk | Yes | |||
Gerdau S.A. | • Accounting Officer (1998 – 2012)
• Accounting process owner (1998 – 2012)
• Member of the Fiscal Council (2015 – current) | Steel industry | No | |||
Metalúrgica Gerdau S.A. | • Member of the Fiscal Council (2014 – current) | Steel industry | No | |||
Dimed S.A. Distribuidora de Medicamentos | • Member of the Fiscal Council (2013 – 2015) | Publicly listed company dedicated to retail pharmacy | No | |||
Puras FO | • Member of the Board of Directors (2013 – 2015) | Office dedicated to the management of investments and assets | No | |||
Luzes do Mundo Ltda. | • Founder | Company focused on lighting products – decorative and technical, representing renowned international brands | No |
William Bezerra Cavalcanti Filho
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Member of the Fiscal Council (2018 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk | Yes | |||
QGEP – Queiroz Galvão – Exploração e Produção S.A. | • Alternate Member of the Fiscal Council (2014 – current) | Company engaged in the exploration and production of oil and gas | No | |||
CPFL Energia S.A. | • President of the Fiscal Council (2013 – current) | Company engaged in the electric energy sector | No | |||
General Shopping S.A. | • Member of the Fiscal Council (2014 – current) | Company engaged in management, planning and trading of shopping centers | No | |||
Log-In S.A. | • Member of the Fiscal Council (2014 – current) | Development and business management for business benefits card | No | |||
Norte Energia S.A. | • Alternate member of the Fiscal Council (2018 – current) | Company engaged in the electric energy segment | No |
Alternative members
Márcio Augustus Ribeiro
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Alternate member of the Fiscal Council (2007 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk | Yes |
Paulo Cesar Pascotini
Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Alternate member of the Fiscal Council (2014 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk. | Yes | |||
Instituto Brasileiro de Governança Corporativa | • Member of the Board of Directors (2018) | Development of Corporate Governance in Brazil. | No | |||
Instituto Brasileiro de Governança Corporativa | • Member of the Fiscal Council (2018) | Development of Corporate Governance in Brazil. | No | |||
Banco do Brasil S.A. | • Executive Manager (2009 – 2012) | Financial institution | No |
Pedro Ozires Predeus
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Ultrapar Participações S.A. | • Alternate member of the Fiscal Council (2005 – current) | Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk | Yes | |||
Grupo Iochpe-Maxion | • Member of the Audit Committee (2005 – 2013) | Industrial holding | No | |||
PriceWaterhouseCoopers (PWC) | • Retired partner (2004) | Audit | No | |||
Associação Brasileira das Companhias Abertas – ABRASCA | • ABRASCA Award Reviewer Best Annual Report – 4th year – since 2014 | Non-profit association for the defense of publicly held companies | No | |||
Alma Clínica de Doenças Nervosas S/S Ltda. | • Administrative and Finance Officer (2013 – current) | Family owned medical clinic | No |
| ii. | All management positions currently held in other companies or Third Sector organizations |
Board of Directors
Alexandre Gonçalves Silva
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
American Chamber of Commerce for Brazil (AMCHAM) | • Counselor (2003 – current) | Commercial Association | No |
Lucio de Castro Andrade Filho
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Associação Arte Despertar | • Member of the Consultative Council (2005 – currrent) | Education | No |
Flavia Buarque de Almeida
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
Instituto Península | • Board member | Education nonprofit organization | No | |||
DRCLAS Brasil – David Rockefeller Center of Latin American Studies | • Board member | Education nonprofit organization | No | |||
LAVCA – Association for Private Capital Investment in Latin America | • Board member | Nonprofit organization | No |
Fiscal Council
Geraldo Toffanello
| Company | Position | Main activity of the company | Company is part of the issuer’s economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% | |||
ONG Parceiros Voluntários | • Vice-Chairman | NGO dedicated to the qualification of people and institutions, through social technologies and volunteering | No | |||
Casa Menino Jesus de Praga | • Member of the Board of Directors | Institution to support the needy children with multiple disabilities | No |
| n. | Events occurred over the last 5 years, related to: |
| i. | any criminal sentence |
| ii. | any judgment in administrative proceeding by CVM and the penalties applied |
| iii. | any final and unappealable judgment, at legal or administrative level, which has suspended or disqualified the candidate in connection with the performance of any professional or business activity |
The Members of the Board of Directors and Fiscal Council informed the Company that there were no criminal conviction in CVM administrative proceeding or any other legal or administrative conviction that has suspended their ability or unqualified them to perform any professional or business activity.
| 12.6. | Percentage of participation in meetings held in the last term |
Board of Directors
Effective member | Number of meetings held by the Board of Directors from May/17 to March/19 | % of participation of the effective member in the meetings | ||||||
Alexandre Gonçalves Silva | 21 | 87,5% | ||||||
Jorge Marques de Toledo Camargo | 24 | 100% | ||||||
José Maurício Pereira Coelho | 24 | 100% | ||||||
Lucio de Castro Andrade Filho | 23 | 95,83% | ||||||
Nildemar Secches | 22 | 91,66% | ||||||
Pedro Wongtschowski | 24 | 100% | ||||||
Mr. Joaquim Pedro Monteiro de Carvalho Collor de Mello, Mr. José Galló, Mrs. Ana Paula Vitali Janes Vescovi and Mrs. Flávia Buarque de Almeida were no longer effective members of the Board of Directors during the mentioned period.
Fiscal Council
Effective member | Number of meetings held by the Board of Directors from April/18 to March/19 | % of participation of the effective member in the meetings | ||||||
Geraldo Toffanello | 14 | 100% | ||||||
William Bezerra Cavalcanti Filho | 14 | 100% | ||||||
Mr. Marcelo Amaral Moraes was not an effective member of the Fiscal Council during the mentioned period.
| 12.7. | Information about the members of statutory committees, the audit committee, the risk committee, the finance committee and the compensation committee, even if such committees or structures are not established by the Bylaws |
Mr. Pedro Wongtschowski, Alexandre Gonçalves Silva, Lucio de Castro Andrade Filho e Nildemar Secches effective Members of the Company’s Board of Directors and candidates forre-election to their positions currently compose the People and Compensation Committee. Considering that they also serve as members of the Board of Directors, information on such members is already described in items 12.5 and 12.6.
The other candidates appointed for the Board of Directors hold no position in any other body or committee of the Company or its subsidiaries.
| 12.8. | Percentage of participation of the members of statutory committees, the audit committee, the risk committee, the finance committee and the compensation committee, in the meetings held by the respective body in the same period, which occurred after tenure in office |
People and Organization Committee
Effective member | Number of meetings held by the People and Organization Committee from May/17 e March/19 | % of participation of the effective member in the meetings | ||||||
Pedro Wongtschowski | 14 | 100% | ||||||
Alexandre Gonçalves Silva | 10 | 100% | ||||||
Lucio de Castro Andrade Filho | 14 | 90,9% | ||||||
Nildemar Secches | 14 | 100% | ||||||
| 12.9. | Material relationship, stable union or family relationship up to the second degree between: |
| a. | the Company’s officers and directors: |
None.
| b. | (i) the Company’s officers and directors and (ii) the officers and directors of any of the Company’s subsidiaries, whether direct or indirect |
None.
| c. | (i) the Company’s or its subsidiaries’ officers and directors, whether direct or indirect and (ii) the Company’s direct or indirect controlling shareholders |
Not applicable.
| d. | (i) the Company’s officers and directors and (ii) the officers and directors of any of the Company’s controlling shareholders, whether direct or indirect |
None.
| 12.10. | Subordination, service rendering or control relationships kept, over the last 3 fiscal years, between the Company’s management and: |
| a. | any of the Company’s direct or indirect subsidiaries, except those in which the issuer holds, directly or indirectly, the entire share capital |
None.
| b. | any of the Company’s direct or indirect controlling shareholders |
None.
| c. | if material, any supplier, customer, debtor or creditor of the Company, its subsidiary or controlling shareholders or the subsidiaries of any of the foregoing |
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 19, 2019
| ULTRAPAR HOLDINGS INC. | ||
| By: | /s/ Andre Pires de Oliveira Dias | |
Name: Andre Pires de Oliveira Dias Title: Chief Financial and Investor Relations Officer | ||
(Shareholders’ Meeting Manual – Exhibit V – Items 12.5 to 12.10 of the Reference Form)
