23 Provisions and contingent liabilities (Consolidated)
a. Provision for tax, civil and labor risks
The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor disputes at the administrative and judiciary levels, which, when applicable, are backed by escrow deposits. Provisions for losses are estimated and updated by management based on the opinion of the Company’s legal department and its external legal advisors.
The table below shows the breakdown of provisions by nature and its movement:
Provisions | Balance as of December 31, 2021 | | Additions | | Reversals | | Payments | | Interest | | Balance as of March 31, 2022 |
IRPJ and CSLL (a.1) | 552,172 | | 889 | | ‐ | | ‐ | | 8,051 | | 561,112 |
ICMS (c) | 84,155 | | 74 | | (19,668) | | (24,010) | | 891 | | 41,442 |
Civil, environmental and regulatory claims (a.2) | 108,761 | | 506 | | (1,231) | | (817) | | 3 | | 107,222 |
Labor litigation (a.3) | 95,460 | | 986 | | (11,690) | | (7,926) | | 173 | | 77,003 |
Others | 91,637 | | ‐ | | (28) | | ‐ | | 213 | | 91,822 |
Total | 932,185 | | 2,455 | | (32,617) | | (32,753) | | 9,331 | | 878,601 |
Current | 119,942 | | | | | | | | | | 34,801 |
Non-current | 812,243 | | | | | | | | | | 843,800 |
Some of the provisions above involve in whole or in part, escrow deposits.
Balances of escrow deposits are as follows:
| 03/31/2022 | | 12/31/2021 |
Tax | 746,660 | | 731,326 |
Labor | 18,244 | | 48,147 |
Civil and others | 80,697 | | 91,788 |
| 845,601 | | 871,261 |
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
a.1 Provision for tax matters
On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana filed for and obtained a preliminary injunction to recognize and offset PIS and COFINS credits on LPG purchases, against other taxes levied by the RFB, notably IRPJ and CSLL. The decision was confirmed by a trial court on May 16, 2008. Under the preliminary injunction the subsidiaries made escrow deposits for these liabilities which amounted to R$ 541,335 as of March 31, 2022 (R$ 534,830 as of December 31, 2021). On July 18, 2014, a second instance unfavorable decision was published, and the subsidiaries suspended the escrow deposits, and started to pay income taxes from that date. To revert the court decision the subsidiaries presented a writ of prevention which was dismissed on December 30, 2014 and the subsidiaries appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts Superior Court of Justice (“STJ”) and Federal Supreme Court (“STF”) whose final trial are pending. At the STJ, the issue was subject to the system of Repetitive Appeals (Repetitive Issue No. 1093) and is awaiting judgment by the Superior Court.
a.2 Provision for civil, environmental and regulatory claims
The Company and its subsidiaries maintain provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former services providers, as well as proceedings related to environmental and regulatory issues in the amount of R$ 107,222 as of March 31, 2022 (R$ 108,761 as of December 31, 2021).
a.3 Provision for labor matters
The Company and its subsidiaries maintain provisions of R$ 77,003 as of March 31, 2022 (R$ 95,460 as of December 31, 2021) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights.
b. Contingent liabilities (possible)
The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor claims whose loss is assessed as by the Company and its subsidiaries’ legal departments, based on the opinion of its external legal advisors and, based on these assessments, these claims were not recognized in the financial statements. The estimated amount of this contingency is R$ 3,433,522 as of March 31, 2022 (R$ 3,310,603 as of December 31, 2021).
b.1 Contingent liabilities for tax matters and social security
The Company and its subsidiaries have contingent liabilities for tax matters and social security in the amount of R$ 2,372,792 as of March 31, 2022 (R$ 2,292,465 as of December 31, 2021), mainly represented by:
b.1.1 The subsidiary IPP and its subsidiaries have assessments invalidating the offset of excise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products which sales are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 184,658 as of March 31, 2022 (R$ 178,422 as of December 31, 2021).
b.1.2 The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings was R$ 1,374,294 as of March 31, 2022 (R$ 1,303,383 as of December 31, 2021). Such proceedings arise mostly from the disregard of ICMS credits amounting to R$ 211,683 as of March 31, 2022 (R$ 209,611 as of December 31, 2021), of which R$ 586 (R$ 15,532 as of December 31, 2021) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; of alleged non-payment in the amount of R$ 187,426 as of March 31, 2022 (R$ 106,590 as of December 31, 2021); of conditioned fruition of tax incentive in the amount of R$ 184,517 as of March 31, 2022 (R$ 174,039 as of December 31, 2021); of inventory differences in the amount of R$ 328,224 as of March 31, 2022 (R$ 295,163 as of December 31, 2021); and of fiscal equilibrium fund required by States to fruition tax benefits in the amount of R$ 184,517 in March 2022 (R$ 174,039 as of December 31, 2021) and a 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 226,611 (R$ 219,218 as of December 31, 2021).
b.1.3 The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total amount is R$ 578,485 as of March 31, 2022 (R$ 578,097 as of December 31, 2021), mainly represented by:
b.1.3.1 The subsidiary IPP received in 2017 a tax assessment related to the IRPJ and CSLL resulting from the alleged undue amortization of the goodwill paid on acquisition of investments, in the amount of R$ 220,726 as of March 31, 2022 (R$ 218,589 as of December 31, 2021), which includes the amount of the income taxes, interest and penalty.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
b.2 Contingent liabilities for civil, environmental and regulatory claims
The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 805,640 as of March 31, 2022 (R$ 771,695 as of December 31, 2021), mainly represented by:
b.2.1 The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE entered a decision against Cia. Ultragaz and imposed a penalty of R$ 34,460 as of March 31, 2022 (R$ 34,162 as of December 31, 2021). The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed.
b.2.2 Ultragaz has lawsuits totaling the amount of R$ 240,008 (R$ 233,426 as of December 31, 2021) filed by resellers seeking the declaration of nullity and termination of distribution contracts, in addition to indemnities for losses and damages.
b.3 Contingent liabilities for labor matters
The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 255,090 as of March 31, 2022 (R$ 246,443 as of December 31, 2021).
c. Lubricants operation between IPP and Chevron
In the process of transaction of the lubricants' operation in Brazil between Chevron and subsidiary IPP (see Note 3.c to the financial statements filed with CVM on February 20, 2019), it was agreed that each shareholder is responsible for any claims arising out of acts, facts or omissions that occurred prior to the transaction. The amounts of provisions of Chevron’s liability in the amount of R$ 18,956 (R$ 19,724 as of December 31, 2021) are reflected in the consolidation of these financial statements. Additionally, in connection with the business combination, a provision in the amount of R$ 198,900 was recognized on December 1, 2017 related to contingent liabilities, with a balance of R$ 101,267 as of March 31, 2022 (R$ 101,267 as of December 31, 2021). The amounts of provisions of Chevron’s liability recognized in the business combination will be reimbursed to subsidiary Iconic in the event of losses and an indemnification asset was hereby constituted, without the need to establish a provision for uncollectible amounts.
The value of the provision of the Chevron indemnification in the amount of R$ 18,956 refers to: (i) R$ 16,386 ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 2,275 labor claims; and (iii) R$ 295 civil, regulatory and environmental claims.
Ultrapar Participações S.A. and Subsidiaries
Notes to the individual and consolidated interim financial information
(In thousands of Brazilian Reais, unless otherwise stated)
36 Events after the reporting period
- Conclusion of the sale of Oxiteno
On August 16, 2021, the Company announced the signing of a share purchase agreement for the sale of all shares of Oxiteno S.A. to Indorama. On March 7, 2022, Administrative Council for Economic Defense (CADE) approved the transaction without restrictions. On April 1, 2022, the transaction was closed. The initial payment of US$ 1,150 million (equivalent to R$ 5,448 million)(1), adjusted for changes in working capital and net debt position of US$ 176 million (equivalent to R$ 834 million)(1), resulted in a total initial payment of US$ 1,326 (equivalent to R$ 6,282 million)(1), made on April 1, 2022. This amount is still subject to final adjustments to working capital and net debt. The final payment of US$ 150 million will be made in April 2024. The Company held a 100% interest in Oxiteno S.A.
(1) Amount converted into reais at the exchange rate on the closing date of the transaction (US$ 1.00 to R$ 4.7372).
- Result of tender offers to repurchase notes
On April 7, 2022, the subsidiary Ultrapar International commenced cash tender offers to purchase bonds in the international market (“Repurchase Offers”) of up to US$ 550,003,000.00 (“Initial Aggregate Repurchase Amount”), involving (i) up to the totality of the 5.250% Senior Notes due in 2026 (“Notes 2026”); and (ii) up to the repurchase limit of Notes 2029 of the 5.250% Senior Notes due in 2029 (“Notes 2029”), both issued by Ultrapar International S.A. (“Ultrapar International”) and outstanding in the international market.
The Repurchase Offers together were limited to the Initial Repurchase Value Added, with Ultrapar International had the option to increase the Initial Repurchase Value Added to up to US$ 600,000,000.00 in aggregate principal amount, as described in the Offer documents repurchase. On April, 14 and 18, 2022, the parent Ultrapar International purchased US$ 114,129 (equivalent to R$ 538,210) and US$ 200 (equivalent to R$ 935), respectively, of notes in the foreign market, maturing in October 2026 and April 27, 2022 purchased US$ 485,667 (equivalent to R$ 2,436,446) of notes in the foreign market, maturing in June 2029.
(1) As of the closing date of the transaction, the amount converted into Reais using the exchange rate (US$ 1.00 to R$ 4.7158 on April 14, 2022; US$ 1.00 to R$ 4.6746 on April 18, 2022; US$ 1.00 to R$ 5.0167 on April 27, 2022).
c. Update on Extrafarma’s sale process
On May 18, 2021, Ultrapar entered into a share purchase and sale agreement for the sale of all shares of Extrafarma to Pague Menos. The completion of this transaction is subject to usual conditions precedent in such deals, including the approval by CADE. On May 7, 2022, CADE’s General Superintendent’s Office recommended the approval of the transaction, contingent on the execution of a Merger Control Agreement (“Acordo em Controle de Concentrações”) between Pague Menos and CADE, whereby Pague Menos shall undertake certain remedial measures to mitigate potential competitive issues arising out of the transaction. The recommendation made by the General’s Superintendent’s Office is now subject to CADE’s Tribunal review, which shall issue a final decision on the matter.
d. Interest on equity
On May 11, 2022, the Company informed that the Board of Directors, at the meeting held today, approved the early payment of interest on equity in the amount of R$ 450,000,000.00, equivalent to R$ 0.41247 per share. With income tax withholding at a rate of 15%, net interest will be R$ 0.35060 per share, except for corporate shareholders that are proven to be immune or exempt. The payment will be made as of August 10, 2022, without remuneration or monetary adjustment, proportionally to the shareholding position of each investor.
The total amount, net of taxes withheld at source, will be deducted from the amount of the minimum mandatory dividend referring to the year of 2022.
The record date that establishes the right to receive the interest on equity will be May 23, 2022 in Brazil, and May 25, 2022 in the United States. Therefore, from May 24, 2022 onwards, the shares will be traded "ex-interest on equity" on both the São Paulo Stock Exchange (B3) and the New York Stock Exchange (NYSE).
Continuing operations | Net revenues | Recurring Adjusted EBITDA² | Investments |
R$ 32 billion | R$ 873 million | R$ 304 million |
Pro forma view¹ | Net revenues | Adjusted EBITDA² | Net income | Approved payment of interest on equity |
R$ 34 billion | R$ 1,313 million | R$ 461 million | R$ 450 million |
¹ Considers the sum of continuing and discontinued operations
² Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 2
Highlights
- EBTIDA growth in all the main businesses of the Group.
- Conclusion of the sale of Oxiteno in April. It should be highlighted that the subsequent cash entrance of US$ 1.3 billion will be reflected in the results and balance sheet only in the second quarter of 2022.
- Approval of early payment of R$ 450 million in interest on equity, equivalent to R$ 0.41247/share, as a result of the mandatory dividends for the year of 2022. With income tax withholding at a rate of 15%, net interest will be R$ 0.35060/share, except for corporate shareholders that are immune or exempt.
- Tender offers to purchase US$ 600 million in the international market in April.
- Announcement of the organic investment plan for 2022, totaling R$ 1.7 billion, concentrated mainly in expansion at Ipiranga, Ultracargo and Ultragaz.
- Hosting of Ultra Day 2022.

Considerations on the financial and operational information |
Ultrapar is in the process of completing the review of its businesses portfolio, seeking greater complementarity and synergies in its operations within the energy and infrastructure sectors in Brazil, through Ipiranga, Ultragaz and Ultracargo, in which it has a solid operational scale and structural competitive advantages, allowing for greater efficiency and value generation potential. The focus of the management and the reduction of leverage are additional benefits of the process. In this context, Ultrapar announced the signing of the sale agreements of Extrafarma and Oxiteno, according to the Material Notices disclosed on May 18, 2021 and August 16, 2021, respectively. The sale of Oxiteno was closed on April 1, 2022, according to the Market Announcement on this date, and the conclusion of the sale of Extrafarma is expected to happen during 2022. Thus, on December 31, 2021, Ultrapar classified these businesses as assets and liabilities held for sale and discontinued operations. To allow the comparability with previous periods, in this report, the financial information related to Ultrapar corresponds to the consolidated information (pro forma) of the Company, that is, the data considers the sum of continuing and discontinued operations unless otherwise indicated.
The financial information presented on this document were extracted from the individual and consolidated interim financial information ("quarterly information") for the three months period ended on March 21, 2022, and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 - Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and presented in accordance with the applicable rules for quarterly information, issued by the Brazilian Securities and Exchange Commission (“CVM”). The information on Ultragaz, Ultracargo, Oxiteno, Ipiranga and Extrafarma are presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information (pro forma). Additionally, the financial and operational information presented in this discussion is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them. Information denominated EBITDA – Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization; Adjusted EBITDA – adjusted by the amortization of contractual assets with customers – exclusive rights and by the cash flow hedge from bonds; Recurring Adjusted EBITDA – adjusted by non-recurring items; and EBIT – Earnings Before Interest and Taxes on Income and Social Contribution on Net Income are presented in accordance to Instruction No. 527, issued by CVM on October 4, 2012. The calculation of EBITDA based on net income is shown below:
| | Quarter |
| | | | | | |
R$ million | | 1Q22 | | 1Q21 | | 4Q21 |
| | | | | | |
Net income | | 461.2 | | 137.4 | | 390.4 |
(+) Income and social contribution taxes | | 58.9 | | 101.0 | | 26.8 |
(+) Net financial (income) expenses | | 358.0 | | 333.7 | | 277.3 |
(+) Depreciation and amortization | | 363.1 | | 332.7 | | 362.7 |
(+) Net effect of the cessation of depreciation | | (65.0) | | - | | - |
| | | | | | |
EBITDA | | 1,176.1 | | 904.8 | | 1,057.2 |
| | | | | | |
Accounting adjustments | | | | | | |
(+) Amortization of contractual assets with customers - exclusive rights (Ipiranga) | | 88.4 | | 47.8 | | 82.4 |
(+) Amortization of contractual assets with customers - exclusive rights (Ultragaz) | | 0.4 | | 0.4 | | 0.4 |
(+) Cash flow hedge from bonds (Oxiteno) | | 48.1 | | 43.3 | | 47.2 |
| | | | | | |
Adjusted EBITDA | | 1,312.9 | | 996.3 | | 1,187.2 |
| | | | | | |
Adjusted EBITDA from continuing operations | | 898.9 | | 760.5 | | 948.8 |
Ultragaz | | 213.1 | | 150.2 | | 222.0 |
Ultracargo | | 113.9 | | 92.5 | | 101.2 |
Ipiranga | | 619.5 | | 563.0 | | 703.8 |
Holding, abastece aí and other companies | | (50.5) | | (47.9) | | (82.4) |
Eliminations | | 2.8 | | 2.7 | | 4.1 |
| | - | | | | |
Adjusted EBITDA from discontinued operations | | 414.1 | | 235.7 | | 238.5 |
Oxiteno | | 396.2 | | 226.9 | | 251.5 |
Extrafarma | | 20.6 | | 11.5 | | (9.0) |
Eliminations | | (2.8) | | (2.7) | | (4.1) |
| | | | | | |
Non-recurring items that affected EBITDA | | | | | | |
(-) Extemporaneous tax credits (Oxiteno) | | (62.4) | | - | | - |
(-) Capital gains ConectCar - results from disposal of assets (Ipiranga) | | - | | �� - | | (76.5) |
(-) Results from disposal of assets (Ipiranga) | | (25.9) | | (5.8) | | (52.0) |
(-) Extemporaneous tax credits (Ipiranga) | | - | | - | | (42.2) |
(+) Impairment (Extrafarma) | | - | | - | | 32.9 |
| | | | | | |
Recurring Adjusted EBITDA | | 1,224.6 | | 990.5 | | 1,049.4 |
| | | | | | |
Recurring Adjusted EBITDA from continuing operations | | 872.9 | | 754.8 | | 778.1 |
Ultragaz | | 213.1 | | 150.2 | | 222.0 |
Ultracargo | | 113.9 | | 92.5 | | 101.2 |
Ipiranga | | 593.6 | | 557.2 | | 533.1 |
Holding, abastece aí and other companies | | (50.5) | | (47.9) | | (82.4) |
Eliminations | | 2.8 | | 2.7 | | 4.1 |
| | | | | | |
Recurring Adjusted EBITDA from discontinued operations | | 351.7 | | 235.7 | | 271.3 |
Oxiteno | | 333.9 | | 226.9 | | 251.5 |
Extrafarma | | 20.6 | | 11.5 | | 23.9 |
Eliminations | | (2.8) | | (2.7) | | (4.1) |
Amounts in R$ million
| 1Q22
| 1Q21
| 4Q21
| Δ 1Q22 v 1Q21
| Δ 1Q22 v 4Q21
|
|
Net revenues
| 34,036 | 23,950 | 34,411 | 42% | (1%) |
Adjusted EBITDA
| 1,313
| 996
| 1,187
| 32%
| 11%
|
Recurring Adjusted EBITDA¹
| 1,225
| 991
| 1,049
| 24%
| 17%
|
Recurring Adjusted EBITDA - Continuing operations
| 873
| 755
| 778
| 16%
| 12%
|
Recurring Adjusted EBITDA - Discontinued operations
| 352 | 236
| 271
| 49%
| 30%
|
Depreciation and amortization² | 452
| 381
| 445
| 19%
| 1%
|
Financial result³
| (406)
| (377)
| (324)
| (8%)
| (25%)
|
Net income4
| 461
| 137 | 390
| 236%
| 18%
|
Investments5
| 382
| 294
| 716
| 30% | (47%)
|
Cash flow from operations | (1,183)
| 128
| 704
| n/a
| n/a
|
¹ Non-recurring items described in the EBITDA calculation table – page 2
² Includes amortization of contractual assets with costumers – exclusive rights
³ Includes the result of the cash flow hedge from bonds
4 As of 01/01/2022, the depreciation and amortization of discontinued operations was ceased, after the reclassification to current assets, in the line of assets held for sale, according to item 25 of CPC 31 / IFRS 5, with an effect of R$ 65 million in 1Q22
5 Includes R$ 32 million and R$ 29 million related to the grant of Ultracargo’s terminal in Vila do Conde in 1Q22 and 1Q21, respectively
Net revenues – Total of R$ 34,036 million (+42%), due to the increase in net revenues in all businesses, especially Ipiranga. Compared to 4Q21, the net revenues decreased 1%, due to seasonally lower sales of Ipiranga.
Recurring Adjusted EBITDA – Total of R$ 1,225 million, an increase of 24%, due to higher EBITDA of all the main businesses. Compared to 4Q21, there was an increase of 17%, mainly resulting from higher EBITDA of Oxiteno, Ipiranga and Ultracargo.
Recurring Adjusted EBITDA - Discontinued operations – Total of R$ 352 million, 49% higher than 1Q21, resulting from (i) the increase of Oxiteno’s EBITDA, due to better margins, attenuated by higher expenses, and (ii) the increase of Extrafarma’s EBITDA, due to higher sales and the effect of the cyberattack in 1Q21. Compared to 4Q21, the recurring Adjusted EBITDA from discontinued operations increased by 30%, as a result of the increase in Oxiteno’s EBITDA, due to better margins, partially offset by seasonally lower volumes.
Depreciation and amortization – Total of R$ 452 million, 19% and 1% higher in relation to 1Q21 and 4Q21, respectively, due to investments made during these periods and higher amortization of contractual assets at Ipiranga.
Results from the Holding, abastece aí and other companies – Ultrapar recorded a negative result of R$ 50 million in the Holding, abastece aí and other companies, comprised of (i) R$ 40 million of negative EBITDA from the Holding, (ii) R$ 20 million of negative EBITDA from abastece aí, due to expenses with personnel and technology, mainly concerning information security and fraud prevention, and (iii) R$ 9 million of positive EBITDA from other companies, due to higher results from Refinaria Riograndense.
Financial result – Ultrapar reported net financial expenses of R$ 406 million in 1Q22, compared to net financial expenses of R$ 377 million in 1Q21, mainly due to the higher CDI rate applied to a larger average net debt during the quarter, attenuated by the lower cost of debt as percentage of CDI and better results of mark-to-market of hedges of the bonds. Compared to 4Q21, a period during which Ultrapar recognized net financial expenses of R$ 324 million, the variation is mainly explained by the same reasons mentioned above.
Net income – Total of R$ 461 million, 236% higher than 1Q21, due to higher EBITDA and the net effect of the cessation of depreciation from discontinued operations, attenuated by the increase in the net financial expenses and higher costs and expenses with depreciation and amortization. Compared to 4Q21, net income increased 18%, due to higher EBITDA and the net effect of the cessation of depreciation from discontinued operations, partially offset by higher net financial expenses.
Cash flow from operations – Consumption of R$ 1,183 million in 1Q22, compared to the generation of R$ 128 million in 1Q21, mainly due to higher investments in working capital in 1Q22, especially due to significant increases in fuel and LPG prices, despite the higher EBITDA.
| 1Q22 | 1Q21 | 4Q21 | Δ 1Q22 v 1Q21
| Δ 1Q22 v 4Q21
|
|
Total volume (000 tons) | 399 | 406 | 416
| (2%) | (4%)
|
Bottled
| 265
| 274 | 278
| (3%)
| (5%)
|
Bulk
| 134
| 132
| 139
| 2%
| (3%)
|
Adjusted EBITDA (R$ million)
| 213
| 150
| 222
| 42%
| (4%)
|
Adjusted EBITDA margin (R$/ton)
| 534
| 370
| 533
| 44%
| 0%
|
Operational performance – The volume sold by Ultragaz in 1Q22 decreased 2% in relation to 1Q21, virtually in-line with a 3% reduction in the bottled segment, due to lower market demand impacted by prices increases. The bulk segment, on the other hand, increased 2%, due to higher sales to industrial, commercial and services segments. Compared to 4Q21, the volume sold decreased 4%, due to the typical seasonality between periods.
Net revenues – Total of R$ 2,639 million (+30%), due to the pass through of higher LPG costs, attenuated by lower sales volume. Compared to 4Q21, net revenues decreased 2%, mainly due to lower sales volume.
Cost of goods sold – Total of R$ 2,323 million (+28%), due to the readjustments of LPG costs carried out by Petrobras, resulting from the increases in the international prices of oil and derivatives, higher freight expenses, reflecting the increases in diesel prices, and production materials due to the impact of inflation. In relation to 4Q21, the cost of goods sold decreased 1%, due to lower sales volume.
Sales, general and administrative expenses – Total of R$ 178 million, growth of 21% in relation to 1Q21, due to higher personnel expenses (mainly collective bargaining agreement and variable compensation, in line with the progression of results), legal process expenses and freight (increase of diesel’s prices). Compared to 4Q21, the sales, general and administrative expenses decreased 2%, due to lower marketing expenses, sales commissions and personnel, attenuated by higher legal process expenses.
Adjusted EBITDA – Total of R$ 213 million (+42%), arising from pass throughs of LPG costs increases, despite lower sales volume and higher expenses. Compared to 4Q21, Adjusted EBITDA decreased 4%, due to seasonally lower sales volume, attenuated by lower expenses.
Investments – R$ 80 million were invested in this quarter, directed mainly towards the acquisition and replacement of bottles, in equipment installed in new customers in the bulk segment and maintenance at the already existing operations.
| 1Q22 | 1Q21 | 4Q21 | Δ 1Q22 v 1Q21
| Δ 1Q22 v 4Q21
|
|
Installed capacity¹ (000 m³) | 955 | 843 | 917 | 13% | 4% |
m³ sold (000 m³) | 3,220 | 3,137 | 3,164 | 2% | 2% |
Adjusted EBITDA (R$ million)
| 114 | 93 | 101 | 23% | 13% |
Adjusted EBITDA margin (%) | 58% | 54% | 54% | 4 p.p. | 4 p.p. |
1Monthly average
Operational performance – Ultracargo's average installed capacity increased 13% in relation to 1Q21, as a result of the capacity expansions in Itaqui in the last twelve months and the start-up of operations in Vila do Conde terminal. The m³ sold increased 3%, with higher handling in Itaqui and the start-up of operations in Vila do Conde, attenuated by lower fuel handling in Suape. The m³ sold increased 2% compared to 4Q21, due to the start-up of operations in Vila do Conde terminal, partially offset by lower fuel handling in Santos.
Net revenues – Total of R$ 197 million in 1Q22 (+15%), due to contractual readjustments and higher m³ sold mostly coming from Itaqui and Vila do Conde. In relation to 4Q21, net revenues increased 5%, due to contractual readjustments and the start-up of operations in Vila do Conde.
Cost of services provided – Total of R$ 84 million, an increase of 22% in relation to 1Q21, due to an increase in depreciation, resulting from the capacity expansions, and the effects of inflation over personnel, inputs and materials. Compared to 4Q21, the cost of services provided increased 8%, mainly due to higher depreciation resulting from the start-up of operations in Vila do Conde.
Sales, general and administrative expenses – Total of R$ 30 million (-10%), due to lower personnel and information technology expenses. Compared to 4Q21, sales, general and administrative expenses decreased 16%, as a result of lower expenses with personnel, information technology and corporate consultancy.
Adjusted EBITDA – Ultracargo reached a record level EBITDA of R$ 114 million (+23%), due to capacity expansions with profitability gains, contractual readjustments and lower expenses. Compared to 4Q21, EBITDA was 13% higher, due to the same reasons mentioned above.
Investments – Investments in the period amounted to R$ 47 million, directed towards the payment of the grant on the new terminal in Vila do Conde (state of Pará) and for efficiency gain projects, maintenance and operational safety of the terminals.
| 1Q22 | 1Q21 | 4Q21 | Δ 1Q22 v 1Q21 | Δ 1Q22 v 4Q21 |
Total volume (000 m³) | 5,375 | 5,367 | 5,670 | 0% | (5%) |
Diesel | 2,804 | 2,751 | 2,909 | 2% | (4%) |
Otto cycle | 2,463 | 2,501 | 2,656 | (2%) | (7%) |
Others¹ | 107 | 115 | 105 | (7%) | 2% |
Adjusted EBITDA (R$ million) | 620 | 563 | 704 | 10% | (12%) |
Capital gain – ConectCar’s sale | - | - | 76 | - | - |
Results from disposal of assets | 26 | 6 | 52 | - | (50%) |
Extemporaneous tax credits | - | - | 42 | - | - |
Recurring Adjusted EBITDA (R$ million) | 594 | 557 | 533 | 7% | 11% |
Recurring Adjusted EBITDA margin (R$/m³) | 110 | 104 | 94 | 6% | 17% |
¹ Fuel oils, arla 32, kerosene, lubricants and greases
Operational performance – The volume sold by Ipiranga remained stable in relative to 1Q21, with a reduction of 2% in the Otto cycle, with a greater share of gasoline at the expense of ethanol in the product mix, while diesel increased 2%. Compared to 4Q21, the volume was 5% lower, as a result of a reduction of 7% in the Otto cycle and 4% in diesel, mainly due to the typical seasonality between the periods.
Net revenues – Total of R$ 28,670 million (+44%), due to the pass-throughs of higher oil derivatives and ethanol costs. Compared to 4Q21, net revenues decreased 1%, due to lower sales volumes, attenuated by higher average prices of oil derivatives.
Cost of goods sold – Total of R$ 27,630 million (+46%), due to increased costs of oil derivatives and ethanol, arising from the increase in international prices, despite the stable volume. Compared to 4Q21, cost of goods sold decreased 1%, due to lower sales volume, attenuated by higher average prices of oil derivatives.
Sales, general and administrative expenses – Total of R$ 553 million (+14%), resulting from higher expenses with freight (increased diesel price), provision for doubtful accounts and higher expenses with AmPm’s company-operated stores. Compared to 4Q21, the sales, general and administrative expenses decreased 22%, due to lower expenses with contingencies provisions (one-off concentration of R$ 88 million in 4Q21), besides lower marketing expenses.
Other operating results – Total costs of R$ 110 million, a worsening of R$ 91 million in relation to 1Q21, due to costs with CBios in the amount of R$ 126 million in 1Q22 (R$ 94 million higher than 1Q21). Compared to 4Q21, the reduction was R$ 126 million, mainly due to higher costs with CBios of R$ 76 million and the constitution of extemporaneous tax credits from PIS/Cofins in 4Q21, in the amount of R$ 42 million.
Results from disposal of assets – Total of R$ 26 million, an increase of R$ 20 million in relation to 1Q21, mainly due to higher sales of real estate assets. Compared to 4Q21, the reduction was of R$ 103 million, due to capital gain from the sale of ConectCar in the amount of R$ 76 million recorded in 4Q21 and higher results with sales of real estate assets in 4Q21.
Recurring Adjusted EBITDA – Total of R$ 594 million (+7%), mainly due to margins recovery, attenuated by higher expenses. Compared to 4Q21, the EBITDA growth was 11%, due to margins recovery and lower expenses, attenuated by lower sales volume and higher expenses with CBios.
Investments – R$ 168 million were invested, directed to the expansion and maintenance of Ipiranga’s services stations and franchises network and to logistics infrastructure. Out of the total investments, R$ 76 million refers to additions to fixed and intangible assets and R$ 125 million to contractual assets with customers (exclusive rights). These amounts were reduced by the receipt of R$ 33 million of installments from the financed sale of real estate assets, net of financings granted to customers.
Indebtedness (R$ million) |
Ultrapar consolidated | 1Q22 | 1Q21 | 4Q21 |
Gross debt | (15,783) | (18,606) | (16,619) |
Cash and cash equivalents | 4,223 | 8,501 | 6,690 |
Net debt (ex-IFRS 16) | (11,560) | (10,105) | (9,929) |
Leases payable | (1,864) | (1,794) | (1,762) |
Net debt | (13,424) | (11,899) | (11,691) |
Net debt/LTM Adjusted EBITDA¹ | 3.1x | 3.3x | 2.9x |
Average cost of debt
| 97% DI | 212% DI | 97% DI |
DI - 0.3% | DI + 2.3% | DI - 0.2% |
Average cash yield (% DI) | 71% | 82% | 81% |
Average debt duration (years) | 4.3 | 4.6 | 4.6 |
¹ LTM Adjusted EBITDA does not include Extrafarma’s impairment of R$ 428 million (R$ 395 million registered in 2Q21 and R$ 33 million in 4Q21) and capital gain from the sale of Conectar of R$ 76 milllion registered in 4Q21 for both 4Q21 and 1Q22
Ultrapar ended 1Q22 with net financial debt of R$ 11.6 billion, composed of a gross indebtedness of R$ 15.8 billion, and cash position of R$ 4.2 billion. Considering the leases payable (IFRS 16) of R$ 1.9 billion, the total net debt was R$ 13.4 billion (3.1x LTM Adjusted EBITDA) compared to R$ 11.7 billion on December 31, 2021 (2.9x LTM Adjusted EBITDA). The increase in the net debt in comparison to the position at the end of 4Q21 is mainly due to the consumption of operating cash in working capital in 1Q22, the payment of dividends in March 2022 and the deterioration of the financial result. The increase in financial leverage results from the increase in net debt, due to the reasons explained above, attenuated by higher LTM Adjusted EBITDA.
Maturity profile and debt breakdown:


In March 2022, Ultrapar was awarded with the seal Women on Board (WOB), an independent initiative sponsored by UN Women, for the female representation in its Board of Directors (2021-2023). In addition, Ultrapar promoted an internal event with the Company's female leadership, with the board directors Ana Paula Vescovi and Flávia Buarque de Almeida attending.
Ultrapar’s 2021 Integrated Report was released in April 2022. It adopted the GRI and IIRC methodologies, SASB indicators, and was externally audited by KPMG (click here to access the file).
In April 2022, the proposal of global compensation to the Company's executives was approved for the year, which contemplates ESG goals for executives in their variable compensation and strengthens the governance over the long-term compensation process as it includes a malus arrangement section in the employment agreements signed with the executives.
In January 2022, Ultragaz donated more than 3 thousand basic food baskets to cities in the states of Minas Gerais and Bahia to help the victims of flood in those regions. Ultragaz also renewed its partnership with the NGOs to support various regional social projects in the areas it is operating in, strengthening its commitments towards the surrounding communities and focusing on children and teenagers. In March, Ultragaz also held three workshops with 88 selected suppliers for the CDP engagement program.
Through the Incentive to Culture Law, Ultracargo sponsored the "Planeta Água em Cena 4" project in Barcarena (state of Pará), focused on promoting environmental education with drama plays and distributing books for children about the topic. The project reached about 1.4 thousand children in schools of the region. Besides that, at the Santos terminal (state of São Paulo), Ultracargo started using a new system for vertically cleaning the tanks, saving almost one thousand liters of water per hour during the tank cleaning. Besides the decrease in water consumption, the new system no longer requires an industrial climber, eliminating the exposure of the employees to heights.
During the first quarter of 2022, Ipiranga joined other companies to sponsor the "Transporte Comercial Net Zero 2050: Caminhos para a Descarbonização do Modal Rodoviário no Brasil" study promoted by the Global Compact Network Brazil. Ipiranga also made donations to the victims of heavy rains in the southern region of Bahia, in Minas Gerais and Rio de Janeiro. The NGOs operating in the region helped distribute more than 2 thousand basic food baskets for Ipiranga.
Ultrapar’s combined average daily financial volume on B3 and NYSE totaled R$ 121 million/day in 1Q22 (-38%). Ultrapar’s shares ended the quarter quoted at R$ 14.15 on B3, a depreciation of 3% in the quarter, while the Ibovespa stock index rose by 14%. In NYSE, Ultrapar’s shares increased 15% in 1Q22, while the Dow Jones stock index depreciated 5%. Ultrapar ended 1Q22 with a market cap of R$ 16 billion.
Capital markets
| 1Q22 | 1Q21 | 4Q21 |
Number of shares (000) | 1,115,152 | 1,115,077 | 1,115,108 |
Market capitalization¹ (R$ million) | 15,779 | 23,651 | 16,214 |
B3 |
|
|
|
Average daily trading volume (000 shares) | 7,231 | 6,859 | 8,425 |
Average daily financial volume (R$ 000) | 102,384 | 145,258 | 119,084 |
Average share price (R$/share) | 14.16 | 21.18 | 14.13 |
NYSE |
|
|
|
Quantity of ADRs² (000 ADRs) | 50,438 | 49,955 | 50,374 |
Average daily trading volume (000 ADRs) | 1,299 | 2,282 | 1,526 |
Average daily financial volume (US$ 000) | 3,531 | 8,733 | 3,850 |
Average share price (US$/ADRs) | 2.72 | 3.83 | 2.52 |
Total |
|
|
|
Average daily trading volume (000 shares) | 8,531 | 9,141 | 9,951 |
Average daily financial volume (R$ 000) | 120,690 | 193,310 | 140,623 |
¹ Calculated on the closing share price for the period
² 1 ADR = 1 common share
UGPA3 x Ibovespa performance – 1Q22
(Dec 30, 2021 = 100)

Ultrapar will host a conference call for analysts and investors on May 12, 2022 to comment on the Company’s performance in the first quarter of 2022 and outlook. The presentation will be available for download in the Company’s website 30 minutes prior to the conference call.
The conference call will be transmitted via webcast and held in Portuguese with simultaneous translation into English. The access link is available at ri.ultra.com.br. Please connect 10 minutes in advance.
Conference call in Portuguese with simultaneous translation to English
Time: 12:00 p.m. (BRT) / 11:00 a.m. (EDT)
Participants in Brazil: +55 (11) 3181-8565 or +55 (11) 4090-1621
Code: Ultrapar – in Portuguese
Replay: +55 (11) 3193-1012 (available for seven days)
Code: 3167603#
International participants: +1 (844) 204-8942 or +1 (412) 717-9627
Code: Ultrapar – in English
Replay: +55 (11) 3193-1012 (available for seven days)
Code: 9792937#
ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company
CNPJ Nr. 33.256.439/0001-39 | NIRE 35.300.109.724 |
Date, Hour and Place:
May 11, 2022, at 2:30 p.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9th floor, in the City and State of São Paulo, also contemplating participation through Microsoft Teams.
Members in attendance:
(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Mr. André Brickmann Areno; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; (v) other executive officers of the Company, namely, Mrs. Décio de Sampaio Amaral, Marcelo Pereira Malta de Araújo and Tabajara Bertelli Costa; and (vi) in relation to item 1 below, the President of the Fiscal Council, Mr. Flávio Cesar Maia Luz, the directors of Ipiranga Produtos de Petróleo S.A., Mr. Carlos Frederico Resende and Ms. Cristiane Silva Leite and Chief Executive Officer of Imifarma Produtos Farmacêuticos e Cosméticos S.A., Mr. Marcelo Bazzali.
Matters discussed and resolutions:
- After having analyzed and discussed the performance of the Company in the first quarter of the current fiscal year, the respective financial statements were approved.
- The members of the Board of Directors approved the fees proposal of Deloitte Touche Tohmatsu Auditores Independentes Ltda. to provide auditing services for the 2022 financial statements, as proposed by the Executive Board and the Company's Audit and Risks Committee.
- “Ad referendum” of the Annual General Shareholders' Meeting that will approve the accounts and the report of the management for this year, and in accordance with the provisions of Law No. 9,249/95 and subsequent amendments, the members of the Board approved, pursuant to article 28, “k”, and article 54, § 2nd, of the Company’s Bylaws, the proposal for payment of interest on equity, in the gross amount of R$ 450,000,000.00 (four hundred and fifty million Reais), corresponding to R$ 0.41247 per share, excluding treasury shares. The total amount, net of withholding taxes, will be deducted from the amount of the minimum mandatory dividend, referring to the year 2022.
The payment will be made as of August 10, 2022, proportionally to the shareholding position of each investor, with withholding of income tax, except for corporate shareholders that are proven to be immune or exempt, each shareholder being entitled to the net amount of R$ 0.35060 per share.
The record dates for the payment of the interest on equity will be May 23, 2022 in Brazil and May 25, 2022 in the United States of America. The Company’s shares will be traded “ex-interest on equity” on B3 S.A. – Brasil, Bolsa e Balcão and on the New York Stock Exchange from and including May 24, 2022 onwards.
- The Directors approved, pursuant article 28, item “p” of the Company’s Bylaws, the 11th (eleventh) issuance, by Ipiranga Produtos de Petróleo S.A. (“Ipiranga” or “Issuer”), wholly-owned subsidiary of the Company, of debentures, non-convertible into shares, unsecured, with additional personal guarantee, in a single series for private placement to VERT Companhia Securitizadora (“Debentureholder” or “Securitization Company”, “Issuance” and “Debentures”, respectively), with the following characteristics and main conditions, that will be detailed and regulated in the Indenture (as defined below):
(a)Total Amount of the Issuance and Quantity of Debentures: Initially, 1,200,000 (one million and two hundred thousand) Debentures will be issued all with unit par value of R$ 1,000.00 (one thousand Reais), on the date of issue, as defined in the Indenture (“Issuance Date”). The amount of Debentures may be reduced, observing the Minimum Amount (as defined below), within the limit of the final demand of the respective Certificates of Agribusiness Receivables (“CRA”) to which the Debentures will be linked, without the need for a General Meeting of Debenture Holders or a new corporate approval by the Issuer and/or the Guarantor, provided that such change is duly formalized before the date of payment, upon the execution of an amendment to the Indenture and compliance with the formalities described therein. The total amount of the Issuance is up to R$ 1,200,000,000.00 (one billion and two hundred million Reais), on the Issuance Date (as defined below), and such amount may be reduced, subject to the Minimum Amount, subject to the Indenture (“Total Issuance Amount”). The amount of Debentures and the Total Issuance Amount may be reduced, considering the Bookbuilding Procedure (as defined below), with the consequent cancellation of unpaid Debentures. Such reduction in the amount of Debentures and the Total Issuance Amount, as applicable, will be formalized by means of an amendment to the Indenture, without the need for additional corporate resolution by the Issuer, approval by the General Meeting of Debenture Holders and/or approval by the General Meeting of CRA Holders, to formalize the number of Debentures effectively subscribed and paid, observing the provisions of the Indenture and the Securitization Term and, also observing the minimum amount equivalent to R$ 1,000,000,000.00 (one billion Reais), corresponding to 1,000,000 (one million) Debentures (“Minimum Amount”);
(b)Binding to the Issuance of CRA: After the subscription of the Debentures, considering the fiduciary regime stablished by the Securitization Company, all amounts due to the Securitization Company as a consequence of the Debentures shall be bound to the single series of the 72nd (seventy-second) issuance of CRA of the Securitization Company, in the scope of securitization of credits of the agribusiness, as provided by Law No. 11,076, of December 30, 2004, Law No. 9,514, of November 20, 1997, as amended, Provisional Measure No. 1,103, of March 15, 2022, while in force (“MP 1,103”), CVM Instruction 400, CVM Instruction 600 or in CVM Resolution 60, of December 23, 2022, (“CVM Resolution 60”) and in terms of the “Securitization Term of Credit Rights of Agribusiness for the issuance of Real Estate Receivable of Agribusiness of the single series of the 72nd Issuance of VERT Companhia Securitizadora Backed by Credits of Agribusiness Due by Ipiranga Produtos de Petróleo S.A." to be entered into between the Securitization Company and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários (“CRA Trustee” and “Securitization Term”, respectively);
(c)Unit Par Value: The unit par value of the Debentures will be of R$ 1,000.00 (one thousand Reais) in the Issuance Date (“Unit Par Value”);
(d)Adjustment of the Unit Par Value: The Unit Par Value of the Debentures or their balance, as the case may be, shall be monetarily adjusted every month, exponentially and pro rata temporis for Business Days, as of the first Date of Payment (as defined below) (inclusive) until the date of actual payment, by the accumulated variation of the Broad National Consumer Price Index, calculated and published by the Brazilian Institute of Geography and Statistics (“IPCA”), as per calculation provided in the Indenture (“Monetary Adjustment”), being the product of the Monetary Adjustment automatically incorporated into the Unit Par Value or balance of the Unit Par Value of the Debentures, as the case may be, automatically (“Adjusted Unit Par Value”);
(e)Amortization of the Debentures: The Adjusted Unit Par Value of the Debentures will be redeemed by the Issuer, in three consecutive installments, at the end of the 8th (eighth), 9th (ninth) and 10th (tenth) year counted from the Issuance Date, according to the percentages and dates provided in the table in Exhibit I of the Indenture, except for the events of early maturity of the Debentures, redemption resulting from the Early Redemption Offer and Optional Early Redemption, pursuant to the Indenture;
(f)Term and Maturity Date: The maturity date of the Debentures will be defined in the Indenture (“Maturity Date”), except for the events of early maturity of the Debentures, redemption resulting from the Early Redemption Offer (provided that the entirety of the Debentures is redeemed) and Optional Early Redemption, pursuant to the Indenture;
(g)Compensation of the Debentures: On the Adjusted Unit Par Value of the Debentures, there will be remunerative interest equivalent to a certain percentage per year, based on 252 (two hundred and fifty-two) Business Days, to be defined in the procedure for collecting investment intentions to be conducted by the Coordinators, in the terms of article 23, paragraphs 1 and 2, and articles 44 and 45 of the CVM Instruction 400 (“Bookbuilding Procedure”), and, in any case, limited to (i) internal rate of return of the IPCA+ Treasury Public Bond with semiannual interest (NTN-B), maturing in 2030, published by ANBIMA on its page on the World Wide Web (www.anbima.com.br), to be determined at the closing of the Business Day immediately prior to the date of completion of the Bookbuilding Procedure, exponentially increased by a surcharge of 0.40% (point forty percent) per year, based on 252 (two hundred and fifty-two) Business Days; or (ii) 5.80% (five point eighty percent) per year, based on 252 (two hundred and fifty-two) Business Days, between items (i) and (ii) whichever is greater on the Business Day immediately prior to the Bookbuilding Procedure Date, calculated exponentially and cumulatively pro rata temporis for elapsed Business Days ("Compensation of the Debentures"), during each Capitalization Period (as defined below), in accordance with the formula provided for in the Indenture;
(h)Payment of the Compensation of the Debentures: The Compensation of the Debentures shall be done semiannually, according to the table to be inserted in Exhibit I to the Indenture;
(i)Default Charges: Without prejudice of the Monetary Adjustment and the Compensation of the Debentures, upon payment delay of any pecuniary obligations related to the Debentures, the overdue and unpaid debts shall be increased by interest on arrears of one percent (1%) per month, calculated pro rata temporis, from the date of default to the effective payment date, as well as a non-compensatory fine of two percent (2%) on the amount due, regardless of any warning, notice, notification or judicial or extrajudicial notifications (“Default Charges”); and
(j)Other characteristics: will be defined in the Indenture.
4.1.The Board of Directors authorized the provision of guarantee, by the Company, in relation to the current and future, main and ancillary obligations, including, but not limited to, Compensation of the Debentures and Default Charges, to be undertaken by Ipiranga under the Issuance (“Guarantee”), which shall be valid in all its terms until the full payment of the secured obligations (under the Indenture). The Guarantee shall be irrevocably and irreversibly provided, and the Company undertakes the condition of guarantor and main payer, jointly and severally liable with Ipiranga, for the full payment on time of the total debt amount represented by the Debentures, plus the relevant compensation and applicable Default Charges, as well as the other pecuniary obligations provided in the Indenture. The Guarantee may be executed and demanded by the holder of the Debentures, on a judicial or extrajudicial basis, whenever necessary to ensure the full settlement of the secured obligations. The Company expressly waives the benefits of order, rights and powers of exemption of any nature provided for in articles 333, sole paragraph, 364, 366, 827, 830, 834, 835, 837, 838 and 839 of Law No. 10,406, of January 10 of 2002, as amended ("Civil Code"), and in articles 130 and 794, caput, of Law 13,105, of March 16, 2015, as amended ("Civil Procedure Code").
4.2.The Company's Board of Executive Officers and the Board of Executive Officers of Ipiranga are hereby authorized to take any measures or formalities necessary and/or convenient to the implementation of the Issuance of the Debentures, the provision of Guarantee and/or the issue of the CRA, including, but not limited to: (a) negotiation of terms and conditions and execution of the “Instrument of Deed of the 11th (Eleventh) Issuance of Debentures, Non-convertible into Shares, in a Single Series, Unsecured, with Personal Guarantee, for Private Placement, of Ipiranga Produtos de Petróleo S.A.” (“Indenture”), the “Agreement for the Coordination, Placement and Public Distribution of Certificates of Agribusiness Receivables, under the Firm Placement Guarantee Regime, of the single Series of the 72nd Issuance of VERT Companhia Securitizadora Backed by Agribusiness Credits due by Ipiranga Produtos de Petróleo S.A.”, to be entered into between the Company, the Guarantor, the Securitization Company, Banco Itaú BBA S.A. (“Itaú BBA” or “Lead Coordinator”), Banco Santander (Brazil) S.A. (“Santander”), XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“XP Investimentos”), Banco BTG Pactual S.A. (“BTG Pactual”) and UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A., (“UBS BB”, and, together with the Lead Coordinator, Santander, XP Investimentos and BTG Pactual, “Coordinators” and "Distribution Agreement", respectively) and its amendments; (b) negotiation of terms and conditions of the Guarantee, including regarding the waivers of certain legal rights of the Company, set forth in the draft of the indenture filed with the CVM on March 18, 2021; and (c) other ancillary acts, such as hedging, hiring or remunerating all service providers for the Issuance and/or the issue of CRA, including, but not limited to, Securitization Company, trustee, custodian, bookkeeper, rating agency, settling Bank, legal counsel, separate equity accountant, market maker and separate equity auditor.
4.3.The Directors ratified all acts already practiced in the name of Ipiranga and of the Company related to the resolutions above.
Notes: The resolutions 1 to 3 were approved, with no amendments or qualifications, by all the Board members present. Ms. Ana Paula Vitali Janes Vescovi declared herself conflicted to vote on resolution 4, having been absent from this part of the meeting and not participating in the discussions on the topic.
There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all Directors present. Signatures: Pedro Wongtschowski – Chairman; Frederico Pinheiro Fleury Curado – Vice-Chairman; Ana Paula Vitali Janes Vescovi; Flávia Buarque de Almeida; Jorge Marques de Toledo Camargo; José Galló; José Luiz Alquéres; José Mauricio Pereira Coelho; Otávio Lopes Castello Branco Neto, in the capacity of Board members; and André Brickmann Areno, in the capacity of secretary of the Board of Directors.
I declare that this is a faithful copy of the minutes drawn up in the proper book.
André Brickmann Areno
Secretary of the Board of Directors