Not applicable.
Not applicable.
A. [Reserved]
B. Capitalization and indebtedness
Not applicable.
C. Reasons for the offer and use of proceeds
Not applicable.
D. Risk factors
Investing in our shares and ADSs involves a high degree of risk. Potential investors should carefully consider the risks described below and the other information contained in this annual report when evaluating an investment in our shares or ADSs. Our businesses, results of operations, cash flow, liquidity and financial condition could be materially harmed if any of these risks materializes and, as a result, the trading price of the shares or the ADSs could decline and investors could lose a substantial part or even all their investment.
We have included information in these risk factors concerning Brazil based on information that is publicly available. Other risks that we do not presently know about or deem as immaterial could also cause adverse effects on our businesses, operations, financial condition and results of operations.
Summary of risk factors
Risks relating to Ultrapar and its industries
- Petrobras is the main supplier of LPG and oil-based fuels in Brazil. Fuel and LPG distributors in Brazil, including Ipiranga and Ultragaz, have formal contracts with Petrobras for the supply of oil-derivatives. Any material delay or interruption in the supply of LPG or oil-based fuels from Petrobras would immediately affect Ultragaz’s or Ipiranga’s ability to provide LPG and oil-based fuels to their customers. In addition, Petrobras’ current pricing policy may have an adverse effect in our businesses;
- Intense competition is generally inherent to distribution markets, including the LPG and the fuel distribution markets, and may affect our operating margins. LPG and oil-based fuels also compete with alternative sources of energy, and are expected to compete with alternative sources of energy that may be developed in the future, which may adversely affect the markets in which we operate;
- Anticompetitive practices in the fuel distribution sector may distort market prices;
- Our businesses would be materially adversely affected if operations at our transportation and distribution facilities experienced significant events outside of our control;
- We may be adversely affected by changes to specific laws and regulations in our operating sectors;
- Any change in our senior management and any difficulty in retaining, attracting and replacing qualified personnel could affect our ability to grow and could have an adverse effect on our activities, financial condition and results of operations;
- Our level of indebtedness may require us to use a significant portion of our cash flow to service such indebtedness;
- Higher LPG, fuels and other raw material costs could increase cost of products sold and decrease gross margin, adversely affecting our total operating result. Our exposure to cost volatility and other events related to these products could have a material adverse effect on our businesses, financial condition, and results of operations;
- Our businesses may be materially and adversely affected by the outbreak of communicable diseases, other epidemics or pandemics;
- We are subject to extensive federal and state legislation and regulation by governmental agencies responsible for implementing environmental and health laws and policies in Brazil;
- Our businesses, financial condition and results of operations may be materially and adversely affected by a general economic downturn and by instability and volatility in the financial markets, including as a result of the conflict between Ukraine and Russia and the conflict involving Hamas and Israel;
- Our insurance coverage may be insufficient to cover losses that we might incur;
- The taxation system in Brazil may undergo significant changes, including as a result of the upcoming tax reform bill, potentially leading to material changes in taxation of our products and services that could adversely affect our results of operations and financial condition;
- The suspension, cancellation or non-renewal of certain tax benefits may adversely affect our results of operations;
- No single shareholder or group of shareholders holds more than 50% of our capital stock, which may increase the opportunity for alliances between shareholders and other events that may occur as a result thereof;
- As a result of acquisitions, Ultrapar has assumed and may assume in the future certain liabilities related to the businesses acquired or to be acquired. Additionally, Ultrapar has assumed and may assume certain risks associated with acquisitions and divestments, including regulatory risks;
- The founding family and part of our senior management, through their ownership interest in Ultra S.A. and Parth, own a significant portion of our shares and may influence the management, direction and policies of Ultrapar, including the outcome of any matter submitted to the vote of shareholders;
- Our status as a holding company may limit our ability to pay dividends on the shares and consequently, on the ADSs;
- Failure to comply with, obtain or renew the licenses and permits required for each of the sectors in which we operate may have a material adverse effect on us;
- Our governance and compliance processes may fail to prevent regulatory penalties and reputational harm;
- Information technology failures, including those that affect the privacy and security of personal data, as a result of cyber-attacks or other causes, could adversely affect our businesses and the market price of our shares and ADSs; and
- The production, storage and transportation of fuels, LPG, chemicals, corrosives and other liquid or gaseous bulk products are inherently hazardous.
Risks relating to Brazil
- The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. Brazilian political and economic conditions, including ongoing political instability and perceptions of these conditions in the international markets, could adversely affect our businesses and the market price of our shares and ADSs;
- Inflation and certain governmental measures to curb inflation may contribute significantly to economic uncertainty in Brazil and could harm our businesses and the market value of the ADSs and our shares;
- Exchange rate instability may adversely affect our financial condition, results of operations and the market price of the ADSs and our shares;
- Economic and market conditions in other countries, including in the United States and emerging market countries, may materially and adversely affect the Brazilian economy and, therefore, our financial condition and the market price of the shares and ADSs;
- Holders of our ADSs may face difficulties in serving process on or enforcing judgments against us and other relevant persons;
- Due to concerns about the risks of climate change, a number of countries, including Brazil, have adopted or are considering adopting regulatory frameworks which could adversely affect our businesses, financial condition and results of operations;
- We may be adversely affected by the imposition and enforcement of more stringent environmental laws and regulations, including as a result of rising climate change concerns, that may result in increased costs of operation and compliance, as well as a decrease in demand for our products; and
- Floods, storms, windstorms, rise in sea levels and other climate change events could bring harm to our facilities, thus affecting our financial position and results of our operations.
Risks relating to our common shares and ADSs
- Asserting limited voting rights as a holder of ADSs may prove more difficult than for holders of our common shares;
- Holders of our shares or ADSs may not receive dividends;
- Holders of our shares may be unable to exercise preemptive rights with respect to the shares;
- If shareholders exchange ADSs for shares, they may lose certain foreign currency remittance and Brazilian tax advantages;
- Changes in Brazilian tax laws may have an adverse impact on the taxes applicable to a disposition of our ADSs;
- Substantial sales of our shares or our ADSs could cause the price of our shares or our ADSs to decrease; and
- There may be adverse U.S. federal income tax consequences to U.S. holders if we are or become a PFIC under the Code.
Risks relating to Ultrapar and its industries
Petrobras is the main supplier of LPG and oil-based fuels in Brazil. Fuel and LPG distributors in Brazil, including Ipiranga and Ultragaz, have formal contracts with Petrobras for the supply of oil-derivatives. Any material delay or interruption in the supply of LPG or oil-based fuels from Petrobras would immediately affect Ultragaz’s or Ipiranga’s ability to provide LPG and oil-based fuels to their customers. In addition, Petrobras’ current pricing policy may have an adverse effect in our businesses.
Prior to 1995, Petrobras held a constitutional monopoly for producing and importing petroleum products in Brazil. Although this constitutional monopoly was formally terminated pursuant to an amendment to the Brazilian constitution enacted in 1995, Petrobras effectively remains the main provider of LPG and oil-based fuels in Brazil. In 2023, 83% of all the LPG purchased by Ultragaz was supplied by Petrobras and 17% was supplied by other companies. With respect to fuel distribution, Petrobras also supplied the majority of Ipiranga and other distributors’ oil-based fuel requirements in 2023, supplying 76% of all diesel and 74% of all gasoline in the market, according to ANP data.
Significant interruptions or delays of LPG and oil-based fuel supply from Petrobras could occur in the future. Any interruption in the supply of LPG or oil-based fuels from Petrobras would immediately affect Ultragaz or Ipiranga’s respective ability to provide LPG or oil-based fuels to its customers, and material delays in the supply could also impact our operations.
Additionally, Petrobras announced in 2021 that it would cease to guarantee the supply of fuels to the Brazilian market and informed distributors that a portion of their fuel purchase orders would not be fully met. As a result, fuel distribution companies, including Ipiranga, have been required to purchase part of their fuels needs from other local refineries or in the international market.
In May 2023, Petrobras announced a new commercial strategy for setting diesel and gasoline prices, thus replacing its pricing policy in which the import parity prices were the sole reference for selling fuels to distributors in the Brazilian market. The new pricing model not only considers the international market dynamics, but also takes into account national pricing references such as the customer alternative cost and the marginal value for Petrobras. If the prices at which these products are imported or bought from other companies are materially different from those charged by Petrobras, the fuel market supply dynamics could be materially affected, thus, our operating margins, market share, financial condition and results of our operations may be adversely affected. Moreover, if we are not able to obtain an adequate volume of LPG or oil-based fuels at competitive prices or pass on the increase in costs to our customers, our operating margins, market share, financial condition and results of our operations may be adversely affected.
Intense competition is generally inherent to distribution markets, including the LPG and the fuel distribution markets, and may affect our operating margins. LPG and oil-based fuels also compete with alternative sources of energy, and are expected to compete with alternative sources of energy that may be developed in the future, which may adversely affect the markets in which we operate.
The Brazilian LPG market is very competitive in all segments — residential, commercial, and industrial. Intense competition in the LPG distribution market could lead to lower sales volumes, lower selling prices and increased marketing expenses, which may have a material adverse effect on our operating margins. See “Item 4.B. Information on the Company—Business overview——Industry and regulatory overview—A. Distribution of LPG—Ultragaz—Competition.”
LPG competes with alternative sources of energy, such as natural gas, wood, diesel, fuel oil and electricity. Natural gas is currently the main source of energy that we compete with, mainly for large industrial consumers. Changes in relative prices, investments in natural gas infrastructure grid or the development of alternative sources of energy in the future may adversely affect the LPG market and consequently our business, financial results, and results of operations.
The Brazilian fuel distribution market is highly competitive as well, in both retail and wholesale segments, with companies with significant resources participating in it. Furthermore, small, local and regional distributors have increased their market share in recent years. Intense competition in the fuel distribution market could lead to lower sales volumes, lower selling prices and increased marketing expenses, which may have a material adverse effect on our operating margins. See “Item 4.B. Information on the Company—Business overview—Industry and regulatory overview—C. Fuel distribution—Ipiranga—Competition.”
Moreover, oil-based fuels face competition from a variety of renewable alternatives, such as biofuels and electric vehicles. The share of renewable energy sources in the global energy matrix is steadily increasing and a growing number of countries, including Brazil, are discussing and adopting public policies to encourage the marketing of these fuels. We are unable to foresee the timing and pace or even which renewable sources of energy will be developed or adopted, and may not be able to timely adapt our business model or remain competitive with them, which could impact our financial condition and results of operations.
Anticompetitive practices in the fuel distribution sector may distort market prices.
In the recent past, anticompetitive practices have been one of the main problems affecting fuel distributors in Brazil, including Ipiranga. Generally, these practices have involved a combination of tax evasion and fuel adulteration, such as the dilution of gasoline by mixing solvents, adding anhydrous ethanol in an amount greater than that permitted by applicable law, or adding biodiesel in an amount smaller than that required by applicable law.
Taxes constitute a significant portion of the cost of fuels sold in Brazil. For this reason, tax evasion by some fuel distributors has been prevalent, allowing them to lower the prices they charge compared to large distributors, such as Ipiranga. As the final prices for the products sold by distributors, including Ipiranga, are calculated based on, among other factors, the amount of taxes levied on the purchase and sale of these fuels, anticompetitive practices such as tax evasion may reduce Ipiranga’s sales volume and could have a material adverse effect on our operating margins. Should there be any increase in the taxes levied on fuels, tax evasion may increase, resulting in a greater distortion of the prices of fuels sold and further adversely affecting our results of operations.
Furthermore, the fuel distribution sector has been under scrutiny by Brazilian authorities, including CADE and public prosecutors, as there have been allegations of cartels involving price arrangements and certain other antitrust practices within the sector. The outcome of these ongoing investigations and administrative and judicial proceedings may have an adverse impact on the Company’s businesses and results. For example, as of December 31, 2023, Ipiranga had two administrative proceedings filed by CADE, both of which were classified by outside legal counsel to have a remote risk of loss.
Our businesses would be materially adversely affected if operations at our transportation and distribution facilities experienced significant events outside of our control.
The distribution of LPG and fuels is subject to inherent risks, including interruptions or disturbances in the distribution system which may be caused by accidents or force majeure events. Our operations are dependent upon the uninterrupted operation of our terminals, storage and distribution facilities and various means of transportation. We are also dependent upon the uninterrupted operation of certain facilities owned or operated by our suppliers. Operations at our facilities and at the facilities owned or operated by our suppliers could be partially or completely shut down, temporarily or permanently, as the result of any number of circumstances that are not within our control, such as:
- Catastrophic events, including hurricanes and floods;
- Social and economic conflicts, terrorist events and wars, such as the ongoing conflict between Russia and Ukraine and the conflict involving Hamas and Israel;
- Epidemics and pandemics;
- Environmental matters (including environmental licensing processes or environmental incidents, contamination, and others);
- Labor difficulties (including work stoppages, strikes and other events); and
- Disruptions in our means of transportation, affecting the supply of our products.
Any significant interruption at these facilities or inability to transport products to or from these facilities or to our customers for any reason could subject us to liability in judicial, administrative, or other proceedings, including for disruptions caused by events outside of our control, which could materially affect our businesses and results.
Our businesses are also subject to stoppages and blockades of highways and other public roads, such as the Brazilian truck drivers’ strike in May 2018, when truck drivers started a nationwide strike demanding the reduction in taxes levied on diesel and changes to the fuel prices policy adopted by Petrobras. The stoppages and blockages of highways and other public roads may impact our businesses and financial results.
We may be adversely affected by changes to specific laws and regulations in our operating sectors.
We are subject to extensive federal, state and local legislation and regulation by government agencies and sector associations in the industries we operate. Rules related to quality of products, product storage, staff working hours, among others, may become more stringent or be amended overtime, and require new investments or the increase in expenses so our operations are in compliance with the applicable rules. Changes in specific laws and regulations in the sectors we operate may adversely affect the conditions under which we operate in ways that could have a materially negative effect on our businesses and our results.
Any change in our senior management and any difficulty in retaining, attracting and replacing qualified personnel could affect our ability to grow and could have an adverse effect on our activities, financial condition and results of operations.
Our success depends, in part, on the efforts and skills of our senior management and key personnel. The loss or failure to retain one or more of our key personnel could adversely affect our businesses. Our success also depends, in part, on our continuous ability to identify, hire, attract, train, develop and retain other highly qualified employees. Competition for these employees can be intense and we may not be able to attract and retain them. If we are unable to attract or retain qualified professionals to manage and expand our operations, we may not be able to conduct our businesses and, as a result, our operating and financial results may be adversely affected.
Our level of indebtedness may require us to use a significant portion of our cash flow to service such indebtedness.
As of December 31, 2023, our consolidated Gross Debt was R$11,768.0 million and our net cash provided by operating activities from continuing operations totaled R$3,849.8 million. The level and composition of our indebtedness could have significant consequences for us, including requiring a portion of our cash flow from operations to be committed to the payment of principal and interest on our indebtedness, thereby reducing the available cash to finance our working capital and investment in growth opportunities. In addition, any increase in our level of indebtedness or leverage could negatively impact our credit rating, making it more difficult to refinance our indebtedness in the future.
Higher LPG, fuels and other raw material costs could increase cost of products sold and decrease gross margin, adversely affecting our total operating result. Our exposure to cost volatility and other events related to these products could have a material adverse effect on our businesses, financial condition, and results of operations.
LPG, fuels and the main raw materials used in the distribution of our main products are subject to substantial price fluctuations. Such fluctuations could have a material adverse effect on our businesses, financial condition, and results of operations. The prices of LPG, fuels and other raw materials are influenced by several factors over which we have little or no control, including, but not limited to weather, agricultural production, international and national political and economic conditions, transportation and processing costs, regulations and government policies, and the relationship between world supply and demand. In addition, we may not be able to pass through to our customers, in due course, increases in LPG, fuels and other raw material costs and other operating costs related to the distribution of our products, which could decrease our profit margin and cause a material adverse effect in our activities, financial condition, and operating results.
Our businesses may be materially and adversely affected by the outbreak of communicable diseases, other epidemics or pandemics.
Historically, some regional or global epidemics and outbreaks, such as the one caused by the Zika virus, the one caused by the Ebola virus, the H5N5 virus (popularly known as avian flu), the foot-and-mouth disease, the H1N1 virus (influenza A, popularly known as swine flu), the Middle East Respiratory Syndrome (MERS), the Severe Acute Respiratory Syndrome (SARS) and the coronavirus (COVID-19) have affected certain sectors of the economy in countries where these diseases have spread. Policies designed to prevent or delay the spread of such communicable diseases, such as the restriction on circulation of people and/or the operations of certain sectors of the economy, might negatively affect business and economic sentiment, causing significant volatility in global capital and commodity markets and thus affecting the outlook of the economy of Brazil and other countries, directly impacting our businesses, operations and financial condition.
A global pandemic can also precipitate or exacerbate the other risks described in this annual report, which in turn could further materially and adversely affect our businesses, financial condition, results of operations, cash flows, prospects and the market price of our securities, including in ways not currently known or considered by us to present material risks.
We are subject to extensive federal and state legislation and regulation by governmental agencies responsible for implementing environmental and health laws and policies in Brazil.
Our subsidiaries must obtain permits for its industrial facilities from the appropriate environmental agencies, which may create additional regulations for our operations by prescribing specific environmental standards in their operating licenses.
Changes in these laws and regulations, or in their enforcement, may adversely affect the Company by increasing its compliance and operating costs. Furthermore, additional new laws and regulations, as well as more stringent interpretation of existing laws and regulations, may require additional investments for the Company to maintain its operations in compliance with legislation, which could increase costs and adversely affect results.
In addition to regulatory issues, our environmental risks are mainly related to the use of water (especially in areas of water scarcity), the generation and disposal of waste and the contamination of soil and water.
In our operations, water is mainly used in emergencies involving fires. Our operations also generate waste, such as contaminated waste, civil construction waste, and others. Finally, soil and water contamination can occur due to leaks from products stored and transported by our businesses. The occurrence of such events could result in fines, loss of operating licenses and reputational harm, consequently affecting our results and financial position.
Our businesses, financial condition and results of operations may be materially and adversely affected by a general economic downturn and by instability and volatility in the financial markets, including as a result of the conflict between Ukraine and Russia and the conflict involving Hamas and Israel.
The turmoil of the global financial markets and the scarcity of credit in the past led to lack of consumer confidence, increased market volatility and widespread reduction of business activity. An economic downturn could materially and adversely affect the liquidity, businesses and/or financial conditions of our customers, which could in turn result in decreased demand for our products, increased delinquencies in our accounts receivable and limited liquidity of our shares and ADSs.
Global markets have recently experienced volatility and disruption following the escalation of geopolitical tensions, the start of a military conflict between Russia and Ukraine and the armed conflict involving Hamas and Israel. Any hostilities, terrorist activities, political instability or violence as a result of these conflicts could lead to market disruptions, sanctions and volatility, which, depending on the scale the conflicts take, could adversely affect our businesses and results of operations.
Moreover, an eventual new global financial crisis could have a negative impact on our cost of borrowing and on our ability to obtain future borrowings. The disruptions in the financial markets could also lead to a reduction in available trade credit, due to counterparties’ liquidity concerns. If we experience a decrease in demand for our products or an increase in delinquencies in our accounts receivable, or if we are unable to obtain borrowings our businesses, financial condition and results of operations could be materially adversely affected.
Our insurance coverage may be insufficient to cover losses that we might incur.
The specialized distribution and retail, as well as the operations of logistics of oil, LPG and fuels involve substantial risks of property damage and personal injury and may result in material costs and liabilities. Although we maintain insurance policies, the occurrence of losses or other liabilities that are not covered by insurance or that exceed the limits of our insurance coverage could result in significant unexpected additional costs.
The taxation system in Brazil may undergo significant changes, including as a result of the upcoming tax reform bill, potentially leading to material changes in taxation of our products and services that could adversely affect our results of operations and financial condition.
Taxation in Brazil is complex, with a myriad of regulations, exemptions, and amendments, that make it challenging for businesses to navigate and anticipate their tax obligations.
Even though the Brazilian tax reform bill is expected to result in positive changes in the taxation system of the country, it also introduces significant risks while it is not fully in force. As the reform aims to consolidate and modify existing federal, state, and municipal tax regimes and structures, it introduces uncertainties that may significantly impact our results of operations and financial condition.
The reform may lead to changes in tax rates for fuels and LPG. Any increase in tax rates could elevate the cost of goods sold, thereby reducing profitability if we could not timely pass these adjustments on to consumers. On the other hand, a decrease in tax rates might positively impact margins, but could also lead to intensified competition as other market players might adjust their own pricing strategies.
We also expect significant resources and time would be required to ensure compliance with the new tax regulations, thus increasing compliance costs arising from the need for additional staff training, IT system updates, and engagement with tax advisors. Failure to comply with the revised tax regulations could also result in penalties, fines, or legal actions, further impacting our financial condition.
The suspension, cancellation or non-renewal of certain tax benefits may adversely affect our results of operations.
Currently, we are entitled to tax benefits providing for income tax reduction for our activities in the Northeast region of Brazil, subject to certain conditions. Conversely, if the corresponding tax authorities understand that we have not complied with any of the tax benefit requirements or if the current tax programs from which we benefit are modified, suspended, canceled, not renewed or renewed under terms that are substantially less favorable than expected, we may become liable for the payment of related taxes at the full tax rates and our results of operations may be adversely affected. Income tax exemptions amounted to R$109.0 million, R$93.4 million and R$47.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. See “Item 4.B. Information on the Company—Business overview—Industry and regulatory overview—A. Distribution of LPG—Ultragaz—Income tax exemption status” and “Item 4.B. Information on the Company—Business overview—Industry and regulatory overview—B. Storage services for liquid bulk —Ultracargo—Income tax exemption status.”
No single shareholder or group of shareholders holds more than 50% of our capital stock, which may increase the opportunity for alliances between shareholders and other events that may occur as a result thereof.
In the event a controlling group is formed and decides to exercise its influence over our Company, we may be subject to unexpected changes in our corporate governance and strategies, including the replacement of key executive officers and board members. Any unexpected change in our management team, business policy or strategy, any dispute between our shareholders, or any attempt to acquire control of our Company may have an adverse impact on us. The term of office of our current Board of Directors, the members of which were elected at the Annual and Extraordinary General Shareholders’ Meeting held on April 19, 2023, will expire in the Annual General Shareholders’ Meeting to be held in 2025. Consequently, a new composition of the Board of Directors might be elected by our shareholders.
As a result of acquisitions, Ultrapar has assumed and may assume in the future certain liabilities related to the businesses acquired or to be acquired. Additionally, Ultrapar has assumed and may assume certain risks associated with acquisitions and divestments, including regulatory risks.
Ultrapar is subject to risks relating to acquisitions and divestments that it enters into from time to time. Such risks include the assumption of liabilities of an acquired business or a refusal by the relevant regulatory bodies, including CADE, to approve the relevant transaction.
Ultrapar may acquire new businesses in the future and, as a result, it may be subject to additional liabilities, obligations and risks. See “Item 4.A. Information on the Company—History and development of the Company” for more information in connection with these acquisitions. These liabilities may cause Ultrapar to be required to make payments (including indemnifications and payments in respect of future claims in judicial and arbitral proceedings), incur charges or take other actions that may adversely affect our financial position, results of operations and the price of our shares.
For example, the sale of Oxiteno to Indorama was closed on April 1, 2022, and the sale of Extrafarma to Pague Menos was closed on August 1, 2022. Thus, these two companies ceased to be consolidated as subsidiaries of Ultrapar, and we no longer control their management or operations. However, under the applicable sale agreements, we will remain liable for certain previously existing financial obligations, legal liabilities or other known and unknown contingent liabilities or risks associated with Oxiteno and Extrafarma that may, if materialized, adversely affect our businesses, operations and/or results. In addition, as of December 31, 2023, the payment installment due by Pague Menos amounted to R$182.7 million, as adjusted by DI + 0.5% p.a. since August 1, 2022, to be paid on August 1, 2024. If Pague Menos fails to make this payment, we would be adversely affected. As of December 31, 2023, payment installments due by Indorama amounted to US$150.0 million, which were settled on April 1, 2024.
Our management is unable to predict whether and when any new acquisitions or strategic alliances will occur or the likelihood that any particular transaction will be completed on favorable terms and conditions. Our ability to expand our business through acquisitions or alliances depends on many factors, including its ability to identify acquisition opportunities or access capital markets on acceptable terms. Even if we are able to identify opportunities and obtain the resources necessary to do so, financing these acquisitions could result in an overcommitment on our part. Acquisitions, particularly those involving sizeable enterprises, may bring managerial and operational challenges, including the diversion of management’s attention from existing operations and difficulties in integrating operations and personnel. Any material failure by us in integrating new businesses or in managing any new alliances may adversely affect our business and financial performance.
On March 24, 2024, the Company signed, through a subsidiary, a share purchase and sale instrument for the acquisition of 128,369,488 shares of Hidrovias. The closing of the transaction is subject to certain conditions precedent, including the approval of CADE. We may not be successful in obtaining required approvals on a timely basis or at all. For more information, see “Item 4.A. Information on the Company—History and development of the Company—Recent developments.”
The founding family and part of our senior management, through their ownership interest in Ultra S.A. and Parth, own a significant portion of our shares and may influence the management, direction and policies of Ultrapar, including the outcome of any matter submitted to the vote of shareholders.
Although there is no controlling shareholder of Ultrapar, the founding family and part of our senior management, through their ownership interest in Ultra S.A. and Parth, beneficially own a significative portion of our outstanding common stock. On August 18, 2020, Ultra S.A. and Parth entered into the 2020 Shareholders’ Agreement to include Pátria in its capacity as Ultra S.A.’s shareholder then holding a 20% stake in Ultra S.A.’s capital stock. On September 28, 2021, Ultra S.A. informed the Company that Mr. Marcos Marinho Lutz, Vice-Chairman of the Board of Directors and Chief Executive Officer of Ultrapar, had become a shareholder of Ultra S.A., holding 2.4% of its capital stock, and also had become a consenting intervening party of the 2020 Shareholders’ Agreement. A total of 35.5% of the Company’s capital stock is bound by the 2020 Shareholder’s Agreement as of December 31, 2023. Accordingly, these shareholders, acting together through Ultra S.A. and Parth, may exercise significant influence over all matters requiring shareholder approval, including the election of our directors. See “Item 4.A. Information on the Company—History and development of the Company”, “Item 7.A. Major shareholders and related party transactions—Major shareholders—Shareholders’ Agreements” and “Exhibit 2.9—Shareholders’ Agreement dated August 18, 2020.”
Our status as a holding company may limit our ability to pay dividends on the shares and consequently, on the ADSs.
As a holding company, we have no significant operating assets other than the ownership of shares of our subsidiaries. Substantially all of our operating income comes from our subsidiaries, and therefore we depend on the distribution of dividends or interest on shareholders’ equity from our subsidiaries. Consequently, our ability to pay dividends depends solely upon our dividends and other cash flows from our subsidiaries.
Failure to comply with, obtain or renew the licenses and permits required for each of the sectors in which we operate may have a material adverse effect on us.
The Company’s subsidiaries are in a constant process of obtaining or renewing the required permits to operate. Our subsidiaries must obtain and maintain such licenses and permits from different public bodies for the continuity of their activities. If the Company’s subsidiaries are unable to obtain or renew all licenses and permits necessary to conduct their businesses and operations, the absence of such licenses could materially and adversely affect the Company’s businesses, financial condition, and results of operations.
Our governance and compliance processes may fail to prevent regulatory penalties and reputational harm.
Our governance and compliance processes, which include reviewing internal controls over financial reporting, may not prevent future violations of applicable legal, anti-corruption, antitrust and conflicts of interest laws and regulations, accounting or governance standards. We may be subject to legal and regulatory violations and to breaches of our Code of Ethics, anti-corruption policies and commercial conduct protocols, and to instances of fraudulent behavior, corrupt, anticompetitive and unethical practices and dishonesty by our employees, contractors or other agents. In the recent past, anticompetitive practices have been one of the main problems affecting fuels and LPG distributors in Brazil, including Ipiranga and Ultragaz. There are allegations of cartels involved in price fixing in the fuel distribution and LPG sectors, and CADE has been targeting players of these sectors in different regions of Brazil. CADE has been actively investigating these sectors and a negative outcome of the ongoing investigations, administrative proceedings and lawsuits could have a material adverse effect on Ipiranga and Ultragaz. Our failure to comply with applicable laws and other standards could subject us to, among others, litigation, investigations, expenses, fines, loss of operating licenses and reputational harm. For more information about ongoing proceedings, see “Item 8.A. Financial information—Consolidated statements and other financial information—Legal proceedings.”
In addition, our management is responsible for establishing and maintaining adequate internal controls over financial reporting as defined under the Exchange Act. During our assessment of our internal controls over financial reporting as of December 31, 2023, we identified a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. For more information, see “Item 15. Controls and Procedures”. If our efforts to remedy any identified inconsistencies and/or weaknesses are not sufficient, we could continue to experience material weaknesses in our internal controls in future periods which could result in a material misstatement in our consolidated financial statements.
Information technology failures, including those that affect the privacy and security of personal data, as a result of cyber-attacks or other causes, could adversely affect our businesses and the market price of our shares and ADSs.
We increasingly rely on information technology systems to process, transmit, and store electronic information. A significant portion of the communication between our personnel, customers, and suppliers depends on information technology. In addition, our billing systems relies heavily on technology infrastructure. As with all large systems, our information systems may be vulnerable to a variety of interruptions, due to events beyond our control including, but not limited to, natural disasters, telecommunications failures, computer viruses, hacker attacks, human errors or other security issues.
We depend on information technology to enable us to operate efficiently and interface with customers, as well as to maintain in-house management and control. We also collect and store personal information that customers provide to purchase products or services.
In addition, the concentration of processes in shared services centers means that any technology disruption could impact a large portion of our businesses within the regions we serve. Any transition of processes to, from or within shared services centers, as well as other transformational projects, could lead to businesses’ disruptions. If we do not allocate and effectively manage the resources necessary to build and sustain a proper technology infrastructure, we could be subject to transaction errors, processing inefficiencies, loss of customers, operations disruptions, or the loss of or damage to intellectual property caused by security breaches. As with all information technology systems, our system could also be breached by outside parties with the purpose of extracting information, corrupting information, or disrupting businesses’ processes.
In Brazil, we are subject to laws and regulations regarding data protection and privacy, including Brazilian Law No. 13,709/18 (Brazilian General Data Protection Law) or LGPD, which came into force on September 18, 2020. Inspired by the General Data Protection Regulation of the European Union, LGPD sets forth a comprehensive set of rules on how companies, organizations and public authorities should collect, use, process and store personal data when carrying out their activities.
LGPD sets out a legal framework for the processing of personal data and provides for the rights of data holders, the legal bases applicable to the protection of personal data, the requirements for obtaining consent, the obligations and requirements related to data breaches, requirements for international data transfers, among others. LGPD also created the Autoridade Nacional de Proteção de Dados (National Data Protection Authority), or ANPD, responsible for enforcing the law. Most provisions of the LGPD entered into effect on September 18, 2020, while the provisions relating to administrative sanctions came into effect on August 1, 2021. On October 29, 2021, the Regulation on Supervision and Sanctioning Procedures approved by the ANPD was published, which governs, among other things, how the administrative sanctions provided for in the LGPD should be applied.
LGPD requires mandatory breach notification in case of relevant risk or damage to data holders and authorizes regulatory investigations that could lead to fines and other sanctions in case of non-compliance. As of the date of this annual report, we are not aware of any ongoing regulatory investigations affecting us. However, we cannot assure that we will not be subject to any such investigations and any resulting sanctions in the future, should any breaches take place.
LGPD, as well as any other changes to existing personal data protection laws, may subject us to, among other measures, additional costs and expenses, which would require costly changes to our businesses practices and security systems, policies, procedures and practices.
Our protections may be compromised as a result of third-party security breaches, burglaries, cyberattack, errors by employees or employees of third-party vendors, contractors, misappropriation of data by employees, vendors or unaffiliated third parties, or other irregularities that may result in persons obtaining unauthorized access to company data or otherwise disrupting our businesses.
For example, on January 11, 2021, an unauthorized party disrupted access to our IT systems, which caused a temporary interruption to our operations and resulted in the theft of certain proprietary data. On January 14, 2021, we began restoring the systems that were affected by this incident and all critical information systems have been fully operational since February 2021. No material impacts were incurred by the Company as a result of this event.
Furthermore, due to the lack of effective controls and procedures in the process of monitoring activities carried out by Company personnel with restrictive access to and authority over our IT systems management and controls operations, which could have affected the source data and logic of certain reports that were used to execute automated and manual controls, which depend on information generated by such IT applications, our management has identified a control deficiency that represents a material weakness in our internal control over financial reporting as of December 31, 2023. For more information, see “Item 15. Controls and Procedures”.
As of the date of this annual report, the Company does not carry insurance against cyber incidents. Therefore, similar interruptions, data breaches or any noncompliance with LGPD could have an adverse effect on our businesses, reputation, results of operations, cash flows or financial condition, or result in proceedings or actions against us, including the imposition of fines.
The production, storage and transportation of fuels, LPG, chemicals, corrosives and other liquid or gaseous bulk products are inherently hazardous.
The operations performed by Ultrapar’s businesses involve safety and other operational risks, including the handling, production, storage and transportation of highly flammable, explosive and toxic materials. These risks can result in bodily injury or death, damage to or destruction of facilities or equipment, and environmental damage. A sufficiently large accident at one of the service stations or storage facilities could force temporary suspension of activities at the site, resulting in significant remediation costs, lost revenues, and contingent liabilities. In addition, insurance coverage may not be available in a timely manner or may be insufficient to cover all losses or any loss at all. Equipment breakdowns, natural disasters and delays in obtaining imported products or spare parts or equipment could also affect the production process and, consequently, the results of operations and our reputation.
Risks relating to Brazil
The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. Brazilian political and economic conditions, including ongoing political instability and perceptions of these conditions in the international markets, could adversely affect our businesses and the market price of our shares and ADSs.
The Brazilian government frequently intervenes in the Brazilian economy and occasionally makes substantial changes in policy and regulations. The Brazilian government’s actions to influence the course of Brazil’s economy, control inflation and to implement other policies and regulations have involved increases in interest rates, changes in tax policies, price and wage controls, currency devaluations, capital controls, fiscal adjustments, and limits on imports and exports, among other measures. Our businesses, financial condition and results of operations may be adversely affected by changes in policy or regulations involving or affecting tariffs, exchange controls and other matters, as well as factors such as:
- Currency fluctuations;
- Inflation;
- Interest rates;
- Exchange rate policies;
- Liquidity available in the domestic capital, credit and financial markets;
- Oil and gas sector regulations, including price policies;
- The impact of epidemics and pandemics;
- Price instability;
- Social and political instability;
- Energy and water shortages and rationing;
- Liquidity of domestic capital and lending markets;
- Fiscal policy;
- Overturning of final judicial rulings on tax cases; and
- Other political, economic, social, trade and diplomatic developments in or affecting Brazil.
Uncertainty over whether the Brazilian government may implement changes in policy, including with respect to the oil and gas industry, or regulation affecting these or other factors in the future may contribute to economic uncertainty in Brazil and to heightened volatility in the Brazilian securities markets and securities issued abroad by Brazilian issuers, as well as heightened volatility in the Real. These and other future developments in the Brazilian economy or government policies may adversely affect us and our businesses as well as our results of operations and may adversely affect the trading price of our ADSs and shares. Furthermore, the Brazilian government may enact new regulations that may adversely affect our businesses and us.
Uncertainty regarding whether the Brazilian government will implement policy and regulatory changes may be compounded by political instability. Political crises have affected and continue to affect the confidence of investors and the general public and have historically resulted in economic deceleration and heightened volatility in the securities issued by Brazilian companies. Additionally, political instability in Brazil has been growing in recent years, which has contributed to a decline in market confidence in the Brazilian economy as well as to a deteriorating political environment.
Furthermore, in recent years some of Brazil’s leading politicians were targets of inquiries involving corruption, misconduct of public management, as well as the potential misuse of government funds. The potential outcome of these and other inquiries, as well as potential new inquiries involving Brazilian politicians that may arise are uncertain, but they had, and still may have a negative impact on the general perception of the Brazilian economy and consequently have adversely affected and may continue to affect our businesses, financial condition, and results of operations, as well as the market price of our common shares.
Ultimately, we cannot predict the scope, nature and impact of any policy changes or reforms (or reversals thereof) that the government will implement, which could result in further political and economic instability and negatively impact the regulatory framework in which we operate, which in turn could adversely affect our businesses, financial condition and operating results.
In addition, there is no guarantee that the president will be successful in executing his campaign promises or passing certain reforms fully or at all. Likewise, we cannot predict how the president’s administration may impact the overall stability, growth prospects and economic and political health of the country. A failure by the Brazilian government to implement reforms may result in diminished confidence in the Brazilian government’s budgetary condition and fiscal stance, which could result in downgrades of Brazil’s sovereign foreign credit rating by credit rating agencies and the rise of risk premium, negatively impacting Brazil’s economy, and leading to further depreciation of the Real and an increase in inflation and interest rates, adversely affecting our businesses, financial condition and results of operations.
Inflation and certain governmental measures to curb inflation may contribute significantly to economic uncertainty in Brazil and could harm our businesses and the market value of the ADSs and our shares.
Brazil has experienced significantly high rates of inflation in the past, while the Brazilian economy has been characterized by frequent and occasionally extensive interventions by the Brazilian government. The Brazilian government’s past measures to control inflation included maintaining a tight monetary policy with high interest rates, wage and price controls, exchange controls, restrictions on imports, and others. High inflation, actions to combat inflation and public speculation about possible future measures has led and may lead to significant negative impacts on the Brazilian economy and heightened volatility in the securities markets. According to the IGP-M, an inflation index, the Brazilian general price inflation rate was -3.2% in 2023, 5.5% in 2022 and 17.8% in 2021. According to the IPCA, an inflation index to which the Brazilian government’s inflation targets are linked, inflation in Brazil was 4.6% in 2023, 5.8% in 2022 and 10.1% in 2021. Brazil may experience high levels of inflation in the future.
Since our operating expenses are substantially in Reais, any inflationary pressure could materially affect our operating margins. Furthermore, high inflation or higher interest rates could materially affect our cost of debt and our ability to finance our operations, which may adversely affect the results of our operations and net income.
In addition, high levels of inflation may also adversely affect the Brazilian economy, which would reduce consumption of goods and, as a result, affect our financial condition, operations and profits. Any deterioration in our financial performance would also likely lead to a decline in the market price of our common shares and ADSs.
Exchange rate instability may adversely affect our financial condition, results of operations and the market price of the ADSs and our shares.
A significant portion of the products that we distribute, including LPG and fuels, have prices linked to commodity prices denominated in U.S. dollars. Therefore, we are exposed to foreign exchange rate risks that could adversely affect our businesses, financial condition and results of operations, as well as our capacity to service our debt. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”
In 2021, the Real depreciated 7% against the U.S. dollar, mainly due to the slow recovery of Brazil from the economic downturn, the increase in global inflation and fiscal risks in the country. In 2022, the reopening of the economy after the restrictions imposed by the coronavirus pandemic in 2021, added to the stimulus packages, the evolution of public accounts and financial support policies for the population contributed to the improvement of the economy’s performance and resulted in the appreciation of 7% of the Real against the U.S. dollar. In 2023, the Real appreciated 7% against the U.S. dollar, mainly due to the reduction of fiscal uncertainties in Brazil and the record trade balance in the period.
There are no guarantees that the exchange rate between the Real and the U.S. dollar will stabilize at current levels, and the Real and the U.S. dollar exchange rate may be adversely impacted by the economic and fiscal scenario. Although we have contracted hedging instruments with respect to part of our existing U.S. dollar debt obligations, in order to reduce our exposure to fluctuations in the U.S. dollar/Real exchange rate, we cannot guarantee that such instruments will be adequate to fully protect us against further devaluation of the Real and, as a result, we could experience monetary losses in the future. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk” for information about our foreign exchange risk hedging policy.
Depreciations of the Real relative to the U.S. dollar can create additional inflationary pressures in Brazil that may negatively affect us. Depreciations generally curtail access to foreign financial markets and may prompt government intervention, including recessionary governmental policies. Depreciations also reduce the U.S. dollar value of distributions and dividends on the ADSs and the U.S. dollar equivalent of the market price of our shares and, as a result, the ADSs. On the other hand, appreciation of the Real against the U.S. dollar may lead to a deterioration of the country’s current account and the balance of payments, as well as to a dampening of export-driven growth.
Economic and market conditions in other countries, including in the United States and emerging market countries, may materially and adversely affect the Brazilian economy and, therefore, our financial condition and the market price of the shares and ADSs.
The market for securities issued by Brazilian companies is influenced by economic and market conditions in Brazil, and to varying degrees, market conditions in other countries, including the United States, other Latin American and emerging market countries. Although economic conditions are different in each country, the reaction of investors to developments in one country may cause the capital markets in other countries to fluctuate. Developments or conditions in other countries, including the United States and other emerging market countries, have at times significantly affected the availability of credit in the Brazilian economy and resulted in considerable outflows of funds and declines in the amount of foreign currency invested in Brazil, as well as limited access to international capital markets. These uncertainties may materially and adversely affect our ability to borrow funds at an acceptable interest rate or to raise equity capital when and if we should have such a need, and the market value of our securities. In addition, we continue to be exposed to disruptions and volatility in the global financial markets because of their effects on the financial and economic environment, particularly in Brazil, such as a slowdown in the economy, an increase in the unemployment rate, a decrease in the purchasing power of consumers and the lack of credit availability.
Disruption or volatility in the global financial markets, including as a result of the military conflict in Ukraine, the Gaza Strip or any other geopolitical tensions, could further increase negative effects on the financial and economic environment in Brazil, which could have a material adverse effect on our businesses, results of operations and financial condition.
Holders of our ADSs may face difficulties in serving process on or enforcing judgments against us and other relevant persons.
We are a company incorporated under the laws of Brazil. All members of our Board of Directors, executive officers and experts named in this annual report are residents of Brazil or have their business address in Brazil. All or a substantial part of the assets pertaining to these individuals and to Ultrapar are located outside the United States. As a result, it is possible that investors may not be able to effect service of process upon these individuals or us in the United States or other jurisdictions outside Brazil or enforce judgments against us or these other persons obtained in the United States or other jurisdictions outside Brazil, including for civil liability based upon United States federal securities laws or otherwise. In addition, because judgments of United States courts for civil liabilities based upon the United States federal securities laws may only be enforced in Brazil if certain conditions are met, holders may face greater difficulties in protecting their interests in the case of actions against us or our Board of Directors or executive officers than would shareholders of a United States corporation.
Due to concerns about the risks of climate change, a number of countries, including Brazil, have adopted or are considering adopting regulatory frameworks which could adversely affect our businesses, financial condition and results of operations.
New laws and regulatory frameworks adopted by countries in response to concerns about climate change include the adoption of cap and trading carbon market system, taxes on carbon emissions, increased efficiency standards, bans on vehicles running on oil-based fuels, and incentives or requirements for the use of renewable energy. Such requirements can reduce the demand for hydrocarbon fuels at different rates and levels in each of the regions where our customers are located, as well as lead to a replacement of their demand with lower carbon sources. In addition, many governments are offering tax benefits and providing other subsidies and guidelines to make alternative energy sources more competitive with oil and gas, which may discourage the sale of certain products supplied by the Company’s subsidiaries.
Governments around the world have been encouraging the development of new technologies and companies have also been promoting research to reduce the cost and increase the scale of production of alternative energy sources, which could reduce demand for the Company’s products. In addition, current regulations on GHG, or regulations that may eventually be approved, could substantially increase the Company’s compliance costs.
Furthermore, discussions about carbon pricing, whether by emissions trading or taxation, are gaining momentum in Brazil. As a company engaged in the energy, mobility and logistics infrastructure sectors, we could be included in Brazil's future regulated carbon market. We cannot predict the scope, nature and impact of any policy changes or reforms related to the carbon market, given that there are many uncertainties throughout its structuring, which could result in higher costs, lower operational margins and, in turn, could adversely affect our businesses, financial condition and operating results.
We may be adversely affected by the imposition and enforcement of more stringent environmental laws and regulations, including as a result of rising climate change concerns, that may result in increased costs of operation and compliance, as well as a decrease in demand for our products.
In December 2016, the Ministry of Mines and Energy (MME), seeking to fulfill the commitments made at the 2014 United Nations Climate Change Conference (COP 21), launched RenovaBio, a program aimed at reducing carbon emissions and encouraging the production of biofuels in Brazil, such as ethanol, biodiesel, biogas and aviation biofuel. Under this program, biofuel producers and importers duly certified by the ANP issue CBios based on their sales and purchase invoices, while fossil fuel distributors receive annual decarbonization targets based on the proportion of fossil fuels they sell, which can only be met by purchasing CBios.
CBios are traded freely on B3, and their prices are set by market supply and demand, which can be influenced, among other factors, by unexpected regulatory changes, such as the postponement of the CBios purchase targets announced by the Brazilian government in July 2022. Since CBios prices can be highly volatile and targets increase annually, we cannot predict whether we will be able to successfully pass through our costs with CBios to customers, which could adversely affect our operations, market share, financial condition, and results. The possible unavailability of CBios or our inability to meet these targets may result in administrative penalties and the blocking of operating licenses. In addition, the Brazilian government is reviewing RenovaBio’s guidelines, and we cannot predict how these possible changes may affect us.
If we do not invest in research and development of new, less carbon-intensive solutions and adapt our operating structure to operate with cleaner energy sources, we may incur higher compliance and operating costs, which may have an adverse effect on our competitiveness and revenues.
In addition, if we violate environmental laws and regulations, we may face reputational damage with consumers, our business customers, investors, the communities in which we operate and other stakeholders, which could adversely affect our access to capital, revenues, and ability to obtain the necessary licenses to conduct our operations.
Floods, storms, windstorms, rise in sea levels and other climate change events could bring harm to our facilities, thus affecting our financial position and results of our operations.
Floods, storms, windstorms and other climate effects can cause production stoppages, interrupt supply chains, and damage physical structures. The rise in sea levels is also a risk to our operations since our businesses have assets in coastal regions and ports.
Risks relating to our common shares and ADSs
Asserting limited voting rights as a holder of ADSs may prove more difficult than for holders of our common shares.
Under the Brazilian Corporate Law, only shareholders registered as such in our corporate books may attend shareholders’ meetings. All common shares underlying the ADSs are registered in the name of the depositary bank. A holder of ADSs, accordingly, is not entitled to attend shareholders’ meetings. A holder of ADSs is entitled to instruct the depositary bank as to how to exercise the voting rights of its common shares underlying the ADSs in accordance with procedures provided for in the Deposit Agreement, but a holder of ADSs will not be able to vote directly at a shareholders’ meeting or appoint a proxy to do so. In addition, a holder of ADSs may not have sufficient or reasonable time to provide such voting instructions to the depositary bank in accordance with the mechanisms set forth in the Deposit Agreement and custody agreement, and the depositary bank will not be held liable for failure to deliver any voting instructions to such holders.
Holders of our shares or ADSs may not receive dividends.
Under the Brazilian Corporate Law and our Bylaws, unless otherwise proposed by the Board of Directors and approved by the voting shareholders at our Annual General Shareholders’ Meeting, we must pay our shareholders a mandatory distribution equal to at least 25% of our adjusted net income, after the allocation of 5% of the net income to the legal reserve. However, our net income may be used to increase our capital stock, to set off losses and/or be otherwise retained in accordance with the Brazilian Corporate Law and may not be available for the payment of dividends, including in the form of interest on shareholders’ equity. Therefore, whether investors receive a dividend or not depends on the amount of the mandatory distribution, if any, and whether the Board of Directors and the voting shareholders exercise their discretion to suspend these payments. See “Item 8.A. Financial information—Consolidated statements and other financial information—Dividends and distribution policy—Dividend policy” for a more detailed discussion of mandatory distributions.
Holders of our shares may be unable to exercise preemptive rights with respect to the shares.
In the event that we issue new shares pursuant to a capital increase or offer rights to purchase our shares, shareholders would have preemptive rights to subscribe for the newly issued shares or rights, as the case may be, corresponding to their respective interest in our share capital, allowing them to maintain their existing shareholder percentage.
However, our Bylaws establish that the Board of Directors may exclude preemptive rights to the current shareholders or reduce the time our shareholders have to exercise their rights, in the case of an offering of new shares to be sold on a registered stock exchange or otherwise through a public offering.
The holders of our shares or ADSs may be unable to exercise their preemptive rights in relation to the shares represented by the ADSs, unless we file a registration statement for the offering of rights or shares with the SEC pursuant to the United States Securities Act or an exemption from the registration requirements applies. We are not obliged to file registration statements in order to facilitate the exercise of preemptive rights and, therefore, we cannot assure ADS holders that such a registration statement will be filed. As a result, the equity interest of such holders in our Company may be diluted. If the rights or shares, as the case may be, are not registered as required, the depositary will try to sell the preemptive rights held by holder of the ADSs and investors will have the right to the net sale value, if any. However, the preemptive rights will expire without compensation to investors should the depositary not succeed in selling them.
If shareholders exchange ADSs for shares, they may lose certain foreign currency remittance and Brazilian tax advantages.
The ADSs benefit from the depositary’s certificate of foreign capital registration, which permits the depositary to convert dividends and other distributions with respect to the shares into foreign currency and remit the proceeds abroad. In order to surrender ADSs for the purpose of withdrawing the shares represented thereby, investors are required to comply with National Monetary Council (“CMN”) Resolution 4,373 of September 29, 2014 (“CMN Resolution 4,373”), which requires, among other things, that investors appoint a legal representative in Brazil. If the investors fail to comply with CMN Resolution 4,373, or the legal representative appointed by the investors fails to comply with CMN Resolution 4,373 or to take action when required to do so, it could affect the investors’ ability to receive dividends or distributions relating to our shares or the return of their capital in a timely manner. Investors that are registered as CMN Resolution 4,373 investors may buy and sell their shares on the Brazilian stock exchanges without obtaining separate certificates of registration. If investors do not qualify under CMN Resolution 4,373, they will generally be subject to less favorable tax treatment on distributions with respect to the shares. The depositary’s certificate of registration or any certificate of foreign capital registration obtained by the investor may be affected by future legislative or regulatory changes, and additional Brazilian law restrictions applicable to their investment in the ADSs may be imposed in the future. For a more complete description of Brazilian tax regulations, see “Item 10.E. Additional information—Taxation—Brazilian tax considerations.”
Changes in Brazilian tax laws may have an adverse impact on the taxes applicable to a disposition of our ADSs.
According to Article 26 of Brazilian Law No. 10,833/03, if a holder not deemed to be domiciled in Brazil for Brazilian tax and regulatory purposes, or a non-Brazilian holder, disposes of assets located in Brazil, the transaction will be subject to taxation in Brazil, even if such disposition occurs outside Brazil or if such disposition is made to another non-Brazilian holder. A disposition of our ADSs involves the disposal of a non-Brazilian asset, which in principle should not be subject to taxation in Brazil. Nevertheless, in the event that the disposal of assets located in Brazil is interpreted to include a disposal of our ADSs, this tax law could result in the imposition of the withholding income tax on a disposal of our ADSs between non-residents of Brazil. See “Item 10.E. Additional information—Taxation—Brazilian tax considerations—Taxation of gains.”
Substantial sales of our shares or our ADSs could cause the price of our shares or our ADSs to decrease.
The shareholders of Ultra S.A. and Parth, which together owned 33.5% of our outstanding shares (excluding shared held in treasury) as of April 2, 2024 have the right to exchange their shares of Ultra S.A. and Parth for shares of Ultrapar and freely trade them in the market as more fully described under “Item 7.A. Major shareholders and related party transactions—Major shareholders—Shareholders’ Agreements.” Other shareholders, who may freely sell their respective shares, hold a substantial portion of our remaining shares. A sale of a significant number of shares could negatively affect the market value of the shares and ADSs. The market price of our shares and the ADSs could drop significantly if the holders of shares or the ADSs sell them or the market perceives that they intend to sell them.
There may be adverse U.S. federal income tax consequences to U.S. holders if we are or become a PFIC under the Code.
If we were characterized as a PFIC, in any year during which a U.S. holder holds our shares or ADSs, certain adverse U.S. federal tax income consequences could apply to that person. Based on the manner in which we currently operate our businesses, the projected composition of our income and valuation of our assets, and the current interpretation of the PFIC rules, including the Commodity Exception, we do not believe that we were a PFIC in 2023 and we do not expect to be a PFIC in the foreseeable future. However, because PFIC classification is a factual determination made annually and is subject to change and differing interpretations, there can be no assurance that we will not be considered a PFIC for the current taxable year or any subsequent taxable year. U.S. holders should carefully read “Item 10.E. Additional information—Taxation—U.S. federal income tax considerations” for a description of the PFIC rules and consult their tax advisors regarding the likelihood and consequences of us being treated as a PFIC for U.S. federal income tax purposes.
A. History and development of the Company
We were incorporated on December 20, 1953, with our origins going back to 1937, when Ernesto Igel founded Ultragaz and pioneered the use of LPG as cooking gas in Brazil, using bottles acquired from Companhia Zeppelin. The gas stove began to replace the traditional wood stove, which dominated Brazilian kitchens at the time. Since then, Ultrapar has become one of the largest business groups in Brazil. As of December 31, 2023, Ultrapar owned three main businesses: Ipiranga, Ultragaz and Ultracargo.
On December 31, 2021, our former wholly owned subsidiaries, Oxiteno and Extrafarma, were classified as assets and liabilities held for sale and discontinued operations, due to the signing of a share purchase agreement with Indorama in August 2021 and with Pague Menos in May 2021, respectively. The sales of Oxiteno and Extrafarma were closed on April 1, 2022 and on August 1, 2022, respectively and, as a result, these companies are no longer part of Ultrapar’s business portfolio as of these dates.
Ultrapar Participações S.A. is a listed corporation incorporated under the laws of Brazil. Our main executive office is located at Brigadeiro Luis Antônio Avenue, 1343, 9th Floor, 01317-910, São Paulo, SP, Brazil. Our telephone number is +55 (11) 3177 7014. Our internet website address is http://ultra.com.br and our investor relations internet website address is http://ri.ultra.com.br. Unless expressly incorporated by reference into this annual report, including the exhibits and schedules filed herewith, the contents of our website are not incorporated by reference into this annual report. Our agent for service of process in the United States is C.T. Corporation System, located at 28 Liberty Street, New York, NY 10005.
In addition, SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding Ultrapar electronically filed within the SEC. The address of the SEC’s website is www.sec.gov.
Below we describe our main continuing and discontinued operations. In 2022, Ultrapar has ceased to present abastece aí as a separate segment, due to the small relevance of this business relative to the overall results of the Company.
A.1. Continuing operations
Ultragaz
When Ultragaz began its operations, it served only the Southeast region of Brazil. Currently, Ultragaz operates nationwide in the distribution of both bottled and bulk LPG, including the most highly populated states in Brazil, such as São Paulo, Minas Gerais and Bahia, and may sell bottled LPG through independent dealers. Bulk LPG is served through Ultragaz own infrastructure.
In 1995, Ultragaz introduced its own bob-tail trucks system to process small bulk distribution to residential, commercial and industrial segments, and started the process of geographical expansion through the construction of new LPG filling and satellite plants.
In 2003, Ultragaz acquired Shell Gás, Royal Dutch Shell plc’s LPG operations in Brazil. With this acquisition, Ultragaz became the Brazilian market leader in LPG, with a 24% share of the Brazilian market on that date. In 2011, Ultragaz acquired Repsol’s LPG distribution business in Brazil.
In the past few years, Ultragaz undertook a comprehensive review of its business strategy, leveraging itself in its innovative roots and using its experience, knowledge and reliability of its processes, products and services to create and offer energy solutions that meet its clients’ needs. This strategy shift was illustrated through the redefinition of Ultragaz’s business motto, making it broader, more inspirational and suitable to the Company’s goals. Ultragaz’s new motto is: “we use our energy to change people’s lives.”
On September 12, 2022, Ultragaz signed an agreement for the acquisition of all shares of Stella, a technology platform founded in 2019 that connects renewable electricity generators and customers through distributed generation, and the transaction closed on October 1, 2022. Ultragaz acquired Stella for a minimum amount of R$63.0 million, and an initial payment of R$7.6 million. The remaining amount of the purchase price is expected to be settled in 2027, subject mainly to performance metrics of the acquired company. Stella has been part of UVC’s portfolio (Ultrapar's Corporate Venture Capital fund) since 2021. This acquisition marked Ultragaz's entry into the electricity segment, in line with its strategy of expanding the offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, the Ultragaz brand and its extensive base of industrial and residential customers.
Additionally, on November 21, 2022, Ultragaz signed an agreement for the acquisition of all shares of NEOgás, a pioneer in the transportation of compressed natural gas in Brazil, operating in several segments including the industrial, vehicular and development of special projects in partnership with natural gas distributors. The transaction was approved by CADE in January 2023 and closed on February 1, 2023. The total value of the company (enterprise value) was R$165.0 million, subject to customary working capital and Net Debt adjustments. This acquisition marked Ultragaz's entry into the compressed natural gas distribution segment and, in addition, Ultragaz believes that NEOgás is an ideal platform to enable biomethane distribution opportunities. This transaction reinforces Ultragaz’s strategy of expanding its offering of energy solutions to its industrial customers, making use of its capillarity, commercial strength and brand.
Ultracargo
In the 1960’s, the market demand for high-quality and safe transportation services led to our entrance in the transportation of chemicals, petrochemicals and LPG. In 1978, Ultracargo Logística (formerly Terminal Químico de Aratu S.A. – Tequimar) was founded for the purpose of operating terminals. Later, it was acquired by Ultracargo, which is currently the largest independent provider of liquid bulk storage in Brazil.
In 2005, Ultracargo started up a new terminal in Santos, in the state of São Paulo, its second port terminal. In 2008, Ultracargo acquired 100% of the shares of União Terminais held by Unipar, with port terminals in Santos and Rio de Janeiro. The combination of its operations with those of União Terminais doubled Ultracargo’s results and made it the largest liquid bulk storage company in Brazil, strengthening its operating scale. With this acquisition, Ultracargo increased its presence in the port of Santos, the largest Brazilian port, and was strategically positioned in the port of Rio de Janeiro, where the company did not previously have operations.
Also in 2008, Ultracargo acquired a 50% stake held by Unipar in União Vopak total capital stock, the owner of a port terminal in Paranaguá, in the state of Paraná, representing 28 thousand m³ of installed capacity. In 2022, Ultracargo decided to discontinue its operations in Paranaguá and in 2023 the demobilization process of the storage capacity at this terminal was completed.
In 2009, Ultracargo acquired Puma Storage do Brasil Ltda., a storage terminal for liquid bulk located at the port of Suape, in the state of Pernambuco. In 2012, Ultracargo acquired Temmar from Temmar Netherlands B.V. and Noble Netherlands B.V., subsidiaries of Noble Group. Temmar owned a terminal in the port of Itaqui, in the state of Maranhão.
In March 2018, Ultracargo Logística acquired all shares of TEAS, owned by Raízen Energia S.A. and Raízen Araraquara Açúcar e Álcool Ltda., whose assets had already been operated by Ultracargo Logística in the port of Santos.
In April 2019, Ultracargo won the concession of the area VDC12 at the Vila do Conde port, in Barcarena, state of Pará, with a minimum storage capacity of 59 thousand m³. The area will be operated by Ultracargo for at least 25 years. In December 2021, Ultracargo started its operations at this new terminal, with a total installed capacity of 110 thousand m³. The new terminal is in a region that is strategic for Ultracargo since it is the only independent provider of storage services for liquid bulk at this port.
In April 2021, Ultracargo won the concession of the IQI13 area in the Itaqui port, in the state of Maranhão, for storage and handling of liquid bulk products, especially fuels. The minimum installed capacity will be 79 thousand m³. The area will be operated by Ultracargo for at least 20 years, according to the auction notice. Ultracargo expects to start operating in this area by 2026. Throughout 2021, Ultracargo also completed the phase 3 expansion at the Itaqui terminal, which increased Ultracargo’s total installed capacity by 46 thousand m³, resulting in a total installed capacity of 155 thousand m³ in this terminal.
In April 2023, Ultracargo signed an agreement for the acquisition of a 50% stake in Opla, held by Copersucar. The value of the transaction was R$237.5 million, subject to customary working capital and Net Debt adjustments. The transaction was closed on July 1st, 2023, and Ultracargo and BP are now co-controllers of Opla (joint venture), the largest independent terminal of ethanol in Brazil. The total installed capacity of Opla’s terminal is 180 thousand m³, and thus Ultracargo’s total installed capacity was increased by 90 thousand m³. The acquisition of this stake in Opla marked Ultracargo's entry into the inland liquid bulk storage and logistics segment, integrated with port terminals, in line with its growth plan. Opla is a strategic asset in the ethanol and derivatives distribution chain, with high growth potential and value creation, given the ability of opening the terminal to third parties. Also in the second half of 2023, there was an increase of 10 thousand m³ of storage capacity in the Vila do Conde terminal and an acquisition by Ultracargo of a terminal from Ipiranga located in the city of Rondonópolis, in the state of Maranhão, increasing Ultracargo’s total installed capacity by 12 thousand m³ and representing another inland terminal strategically located to handle ethanol and oil derivatives. This was the first transaction of this kind between Ipiranga and Ultracargo and created value for both companies. For Ultracargo, the highlight lies in expanding operations into the interior of the country, in line with the growth of the biofuels supply, while offering an integrated logistic solution, possibly expanding Ultracargo's turnover and customer base. For Ipiranga, the transaction represented significant capital liquidity while maintaining the service level (Ipiranga has remained the main client of the terminal).
In addition to the capacity expansion in the Itaqui port described above, Ultracargo is currently building a greenfield terminal in the city of Palmeirante, which will be the first liquid bulk terminal in the state of Tocantins. The Palmeirante terminal is expected to increase Ultracargo’s total installed capacity by 23 thousand m³ by the third quarter of 2024 and supplies fuels for the states of Maranhão, Tocantins, Pará and Mato Grosso. The Rondonópolis terminal is also currently under expansion, and Ultracargo expects to add 14 thousand m³ of capacity to the terminal by the third quarter of 2024. Finally, the projects to expand the Santos terminal by the end of 2025 and the Aratu terminal by the end of 2026 are expected to add 34 thousand m³ and 50 thousand m³ to Ultracargo’s total installed capacity, respectively.
Ipiranga
In 2007, Ultrapar, Petrobras and Braskem announced their intent to acquire the Ipiranga Group. After the completion of the acquisition of Ipiranga Group, its businesses were divided among Petrobras, Ultrapar and Braskem. Ultrapar retained the fuel and lubricant distribution businesses located in the South and Southeast regions of Brazil; Petrobras received the fuel and lubricant distribution businesses located in the North, Northeast and Midwest regions of Brazil; Petrobras and Braskem received the Petrochemical Business, in the proportion of 60% for Braskem and 40% for Petrobras and each party retained a one-third stake in RPR. For a more detailed discussion of the acquisition of Ipiranga Group, see our Form F-4 filed with SEC on December 17, 2007.
Following the acquisition, Ultrapar, which was already Brazil’s largest LPG distributor, became the second largest fuel distributor in the country, with a 14% market share in 2007, according to ANP.
In 2008, Ipiranga entered into a sale and purchase agreement with Chevron for the acquisition of 100% of the shares of CBL and Galena. The combination with Texaco created a nationwide fuel distribution business, strengthening its competitiveness through a larger operational scale. By the end of 2012, Ipiranga had converted all the acquired Texaco branded stations into the Ipiranga brand.
In 2010, Ipiranga acquired 100% of the shares of DNP. DNP distributed fuels in the states of Amazonas, Rondônia, Roraima, Acre, Pará and Mato Grosso, with 4% market share in 2009 in the North region of Brazil.
In 2016, Ipiranga entered into an association agreement with Chevron to create a new company in the lubricants business, Iconic, of which Ipiranga and Chevron hold 56% and 44%, respectively. Operations started in December 2017.
In 2019, Ipiranga made strategic moves to improve logistics efficiency and service quality through expansion of its own storage capacity by winning (i) the concession of specific areas in Cabedelo (state of Paraíba) and Vitória (state of Espírito Santo) through the consortiums Nordeste and Navegantes, in which Ipiranga holds 1/3 of the total participation, together with Vibra and Raízen Energia S.A., and (ii) two concessions in the port of Miramar, in Belém (state of Pará).
In 2022, Ipiranga developed a turnaround plan focused on certain fundamental pillars of its business, namely (i) pricing intelligence, (ii) logistics and distribution, (iii) supply and trading and (iv) network management and engagement. Since then, the company has made significant advances, especially in the pillars of pricing, trading and network engagement, and in 2023 it continued to focus on these four essential pillars, aiming to keep results consistent, with a stronger and healthier network.
Ipiranga’s AmPm convenience stores
The first AmPm convenience stores in Brazil were established in 1993 at Atlantic’s service stations, whose national operation was acquired by Ipiranga in that same year. In 2012, Ipiranga acquired the AmPm brand and its right of use in Brazil.
Since 2013, AmPm has its own supply structure (AmPm Suprimentos), which has four distribution centers in the states of Rio de Janeiro, São Paulo, Rio Grande do Sul and Paraná. This initiative aims to streamline AmPm operations, improve the franchisees’ competitiveness and ensure a higher quality of product assortment, creating value for clients and franchisees.
In 2019, AmPm was separated from Ipiranga and became a standalone business unit, in order to strengthen its network, promote greater agility and increase the company’s profitability. AmPm follows Ipiranga’s complete offering strategy, but with a totally separated organizational structure, which includes a management team fully dedicated to AmPm, the implementation of specialized retail systems and the internalization of key business processes.
Also in 2019, AmPm started its company-operated stores, which serve as a laboratory for the continuous development of the franchise model, acting as a reference of operational excellence for franchisees, increasing their engagement to the business and ensuring the application of operational standards established by the franchisor. In December 2023, AmPm had 175 company-operated stores.
In 2020, AmPm launched its new store concept, which allows the consumer to have a more fluid experience at the stores, focusing on food service. The new concept provides consumers with a more intuitive and intelligent shopping experience in a better environment. The new model has a comprehensive digital services package which is offered on the main marketplaces in Brazil, in the delivery applications, abastece aí and in other company-operated stores solutions. In December 2023, AmPm had 442 stores using the new concept, of which 75 were company-operated stores and 367 were franchises.
In 2023, AmPm initiated a pilot project based on the “store-in-store” concept, entering into exclusive partnerships with renowned brands, such as Pizza Hut, Nathan’s Famous, Oakberry, and Mr. Cheney Cookies. This initiative involves integrating a variety of products from these brands into AmPm’s stores, providing an opportunity to reach new consumers and locations. In addition, in 2024, AmPm established a joint venture with Krispy Kreme to operate Krispy Kreme branded stores, and also to have exclusivity to sell Krispy Kreme products in its convenience stores.
AmPm is also testing a new store innovative model distinct from traditional service station locations and instead situated within commercial buildings, hospitals and universities, called AmPm Office. In 2023, two AmPm Office units were established, both operated by the company. These stores follow the store-in-store format, with a cozy and relaxed layout.
abastece aí
In July 2020, Ultrapar announced the creation of a business in the digital payment segment, combining the abastece aí app and the loyalty program Km de Vantagens. The application also offers discounts and cashback at a growing network of retail partners. This initiative is designed to accelerate the value creation of these platforms and the expansion of the services provided, with the potential for creating a digital ecosystem of sizeable proportions and capillarity. As a result of this initiative, the abastece aí app and the Km de Vantagens program became a subsidiary of Ultrapar, that operates under the brand abastece aí.
In 2022, Ultrapar has ceased to present abastece aí as a separate segment, due to the small relevance of this business relative to the overall results of the Company.
A.2. Discontinued operations
As part of the review of our business portfolio aimed at streamlining and expanding our business operations through Ultragaz, Ipiranga and Ultracargo, within the energy, mobility and logistics infrastructure sectors in Brazil, we sold Oxiteno and Extrafarma.
Oxiteno
As of April 1, 2022, Oxiteno was a multinational producer of surfactants and specialty chemicals in the Americas. Prior to its sale to Indorama, described below, Oxiteno was a wholly-owned subsidiary of the Company and had eleven industrial units across Brazil, the United States, Mexico and Uruguay, in addition to research and development centers and commercial offices in the Americas, Europe and Asia.
In August 2021, we announced the signing of a share purchase agreement for the sale of all shares of Oxiteno to Indorama and, on April 1, 2022, the transaction was closed. The initial payment of US$1,150.0 million (equivalent to R$5,449.6 million), adjusted by the variations in working capital and Net Debt position of Oxiteno of US$176.4 million (equivalent to R$834.0 million), resulted in the total initial payment of US$1,326.4 million (equivalent to R$6,283.6 million), which was settled on April 1, 2022. The final payment of US$150.0 million (equivalent to R$749.4 million) was settled on April 1, 2024.
The conversions between U.S. dollars and Reais were based on the exchange rate of R$4.74 to US$1.00 on March 31, 2022 and of R$5.00 to US$1.00 on March 31, 2024, which were the commercial selling rates for U.S. dollars as of the respective dates, as reported by the Central Bank.
Extrafarma
As of July 31, 2022, Extrafarma operated 399 drugstores in ten states of Brazil and four distribution centers, which were responsible for supplying all stores, located in four different cities: Benevides, in the state of Pará; Aquiraz, in the state of Ceará; Guarulhos, in the state of São Paulo and São Luís, in the state of Maranhão.
In May 2021, Ultrapar entered into a share purchase agreement for the sale of all shares of Extrafarma to Pague Menos and, on August 1, 2022, the transaction was closed. The initial price of R$700.0 million, adjusted by the variations in working capital and Net Debt position of Extrafarma of R$37.8 million, resulted in the total amount of R$737.8 million, which was settled on August 1, 2022. The payment of the last remaining installment of R$182.7 million will be adjusted by DI + 0.5% p.a. since August 1, 2022, and is due in August 2024 by Pague Menos.
Corporate events
On October 6, 1999, we concluded our initial public offering, listing our shares simultaneously on B3 and NYSE. In 2000, Ultra S.A.’s shareholders signed an agreement, assuring equal treatment of all shareholders (holders of both common and/or preferred shares) in the event of any change in control – tag-along rights. The agreement determined that any transfer of control of Ultrapar, either directly or indirectly, would only be executed in conjunction with a public offer by the acquiring entity to purchase the shares of all shareholders in the same proportion and under the same price and payment terms as those offered to the controlling shareholders.
In April 2011, our Board of Directors approved the submission to our shareholders of a proposal to (a) convert any and all shares of preferred stock issued by the Company into common shares, on a 1:1 conversion ratio; (b) amend the Company’s Bylaws, modifying several of its provisions, aiming to strengthen the Company’s corporate governance; and (c) adhere to the Novo Mercado listing segment rules. As of the conversion, Ultrapar no longer had a controlling shareholder. Our shareholders approved all the proposals and, in August 2011, Ultrapar’s shares began trading on the Novo Mercado under the ticker symbol UGPA3. Simultaneously, Ultrapar’s ADSs, formerly represented by preferred shares, began representing Ultrapar’s common shares and began trading on the NYSE under this new format.
In April 2019, the Company’s Annual and Extraordinary General Meeting approved a stock split of Ultrapar’s common shares, whereby one existing share now represents two shares of the same class and type. The stock split did not alter Ultrapar’s total share capital and was effective as of April 24, 2019.
In August 2020, Ultra S.A. and Parth entered into the 2020 Shareholders’ Agreement to include Pátria, in its capacity as Ultra S.A.’s shareholder then holding a 20% stake in Ultra S.A.’s capital stock, as consenting intervening party, therefore bound by the provisions of the 2020 Shareholders’ Agreement. The 2020 Shareholders’ Agreement replaced the 2018 Shareholders’ Agreement in its entirety, and the terms and conditions remained substantially the same of the latter. On September 28, 2021, Ultra S.A. informed the Company that Mr. Marcos Marinho Lutz, our Chief Executive Officer, became a shareholder of Ultra S.A., holding 2.4% of its capital stock, and became a consenting intervening party of the 2020 Shareholders’ Agreement. For more information about the 2020 Shareholders’ Agreement, see “Item 7.A. Major shareholders and related party transactions—Major shareholders—Shareholders’ Agreements” and “Exhibit 2.9—Shareholders’ Agreement dated August 18, 2020.”
In March 2022, Ultrapar was notified by Ultra S.A. about the acquisition by Fabio Igel and Marcos Lutz of shares issued by IgelPar Participações S.A. (“IgelPar”) owned by Pátria. IgelPar is a shareholder of Ultra S.A. holding, as of April 2, 2024, 4.3% of its capital stock. After the acquisition, Mr. Igel and Mr. Lutz hold 50.1% and 49.9% of IgelPar, respectively. The total number of shares linked to the Ultrapar Shareholders’ Agreement remained unchanged.
In May 2023, Ultrapar was notified by Ultra S.A. and Parth that the shareholders bound by the 2020 Shareholders' Agreement increased their ownership position in the Company. A total of 35.5% of the Company’s capital stock is bound by the 2020 Shareholder’s Agreement as of March 11, 2024.
Company management
As part of a planned succession process, consistent with the Company’s governance, in May 2018, Paulo Guilherme Aguiar Cunha, after more than four decades of contributions, resigned as Chairman of the Board of Directors, and Pedro Wongtschowski, Vice-Chairman of the Board of Directors and Chief Executive Officer of Ultrapar between 2007 and 2012, was elected Chairman. Mr. Lucio de Castro Andrade Filho, who joined the Company in 1977 and had been a member of the Board of Directors since 1998, was elected for the position of Vice-Chairman of the Board of Directors.
Other important succession movements took place at the senior management level between 2018 and 2020, with the appointment of Rodrigo de Almeida Pizzinatto, Tabajara Bertelli Costa, Marcelo Pereira Malta de Araújo and Décio de Sampaio Amaral as Chief Executive Officers of Extrafarma, Ultragaz, Ipiranga and Ultracargo, respectively, equally aligned to a planned succession process which blended internal promotions and attraction of external talents.
In September 2020, the Board of Directors elected Rodrigo Pizzinatto, Chief Executive Officer of Extrafarma at that time, as our Chief Financial and Investor Relations Officer, after the resignation of André Pires de Oliveira Dias.
In September 2021, Ultrapar announced the succession plan of the leadership of its Board of Directors, developed under the leadership of the Chairman at that time, Pedro Wongtschowski, whose mandate ended in April 2023. To succeed him at the end of his term of office, the Board of Directors decided upon the preparation of Marcos Marinho Lutz to potentially recommend him for the Chairman position. As part of this process, Marcos Lutz assumed the position of Chief Executive Officer of Ultrapar in January 2022. Additionally, Frederico Pinheiro Fleury Curado, our Chief Executive Officer from 2017 to 2021, was elected to the position of Vice-Chairman of the Board of Directors, succeeding Lucio de Castro Andrade Filho, who retired at the end of 2021 after 45 years of dedication to the Company.
Also in September 2021, the Board of Directors approved the election of Leonardo Remião Linden as Chief Executive Officer of Ipiranga and the election of Marcelo Pereira Malta de Araújo as Chief Corporate Development & Advocacy Officer of Ultrapar. Both changes took place in October 2021.
In April 2022, as a result of the sale of all shares issued by Oxiteno S.A. Indústria e Comércio to Indorama, Mr. João Benjamin Parolin submitted a letter of resignation from his position as Executive Officers of Ultrapar. The Board of Directors decided to keep this position vacant.
In April 2023, as a part of the succession plan of the leadership of the Board of Directors, Pedro Wongtschowski left the Company after 45 years of dedication and contributions to Ultrapar both in executive roles and on the Board of Directors, of which he was a member since 2013. Frederico Curado, who joined Ultrapar in 2017 as Chief Executive Officer and the Board of Directors in 2022, also decided to leave the Company, after having played a relevant role in renewing the Company’s management team and reviewing its portfolio, among other contributions.
In addition, at the Annual and Extraordinary General Shareholders’ Meeting held on April 19, 2023, new members of the Board of Directors were elected. The new Board of Directors elected Jorge Camargo, who has been a member of the body since 2015, to the position of Chairman of the Board of Directors, and Marcos Lutz was elected to the position of Vice-Chairman of the Board of Directors and re-elected to the position of Chief Executive Officer of Ultrapar.
Recent developments
Issuance of shares
On February 28, 2024, the Company’s Board of Directors approved the issuance of 191,778 common shares within its authorized capital provided for in the Company’s Bylaws, due to the partial exercise of the subscription warrants issued by the Company in connection with the merger of shares of Extrafarma by the Company, approved by our Extraordinary General Shareholders’ Meeting held on January 31, 2014. As of the date of this annual report, the Company’s capital stock is comprised of 1,115,404,268 common shares, all registered and with no par value. This issuance of shares did not generate an increase in share capital value of the Company, since all Extrafarma’s assets were already recorded in Ultrapar’s financial statements.
Acquisition of relevant ownership position in Hidrovias
On March 24, 2024, the Company signed, through a subsidiary, a share purchase and sale instrument for the acquisition of 128,369,488 shares of Hidrovias, which represent 16.88% of Hidrovias’s total share capital (“Transaction Shares”), for a price of R$3.98/share. Prior to such transaction, Ultrapar already held 4.99% of Hidrovias’ share capital, which, together with the Transaction Shares, would amount to an ownership position of 21.87% of Hidrovias’ share capital. As of March 24, 2024, the Company was also party to a financial settlement derivatives transaction referenced in shares of Hidrovias equivalent to 4.99% of its share capital (such position, the “Derivatives Position”). The closing of the acquisition of the Transaction Shares is subject to certain conditions, including the approval by CADE and an amendment to Hidrovias’ bylaws to the effect that a mandatory tender offer for all of its outstanding shares be required only upon a shareholder holding shares in excess of 40% of Hidrovias’ total share capital.
On March 25 and 26, 2024, Ultrapar disposed of its Derivatives Position and then acquired shares of Hidrovias representing approximately 5.03% of its share capital through a stock exchange transaction. Therefore, on March 26, 2024, Ultrapar became the holder of shares of Hidrovias representing approximately 10.02% of its share capital. As a result, assuming the acquisition of the Transaction Shares is consummated, Ultrapar would become the holder of 204,560,288 shares of Hidrovias, representing approximately 26.90% of its share capital.
The acquisition of this stake in Hidrovias is aligned with Ultrapar's strategy to expand its presence in sectors exposed to the Brazilian agribusiness sector, mainly in the Midwest and Northern regions of Brazil, investing in companies in which Ultrapar can contribute based on its strategic, operational, administrative and financial knowledge. Ultrapar plans to be a strategic and long-term reference shareholder of Hidrovias, supporting its growth, governance and management model. The objective of such acquisitions of shares of Hidrovias is to enable Ultrapar to exercise certain shareholder rights in Hidrovias resulting from the ownership of such shares.
B. Business overview
Ultrapar is a Brazilian company with its origins in 1937 when Ernesto Igel founded Ultragaz. Since then, Ultrapar has become one of the largest business groups of Brazil, with an outstanding position in the energy, mobility and logistics infrastructure segments through Ultragaz, Ipiranga and Ultracargo.
The following chart simplifies our organizational structure as of the date of this annual report, showing our main businesses. For more detailed information about our current organizational structure, see “Item 4.C. Information on the Company—Organizational structure.”
On December 31, 2021, our former wholly owned subsidiaries, Oxiteno and Extrafarma, were classified as assets and liabilities held for sale and discontinued operations, due to signing of a share purchase agreement with Indorama in August 2021 and with Pague Menos in May 2021, respectively. The sales of Oxiteno and Extrafarma were closed on April 1, 2022 and on August 1, 2022, respectively, and as a result these companies are no longer part of Ultrapar’s business portfolio as of these dates. For more information on our continuing and discontinued operations, please see “Item 4.A. History and development of the Company —A.1. Continuing operations” and “—A.2. Discontinued operations.”
Our strengths
Relevant market positions across our main businesses
Ultragaz is a leader in LPG distribution in Brazil, one of the largest markets worldwide. According to ANP, Ultragaz’s total volume of LPG sold in 2023 was 1.7 million tons, leading to a market share of 23.4%. We believe the strength of its nationally recognized brand, consumer last-mile expertise and the close relationship with its customers enables Ultragaz to identify opportunities to expand its product offering, not only related to LPG, but other energy solutions as well.
Ultracargo is the largest private company in the liquid bulk storage industry in Brazil, according to ABTL, with eight terminals and a total installed capacity of 1,067 thousand m³ in 2023, providing it with strategic positioning in the main logistics hubs in the country.
Ipiranga is one of the largest fuel distributors in Brazil with a 17.7% market share (considering only diesel, gasoline and ethanol) in 2023, according to ANP, and a network of 5,877 service stations. Furthermore, it operates in the business-to-business market (B2B), supplying fuel and managing the supply of companies of different segments and sizes. There are around 7 thousand large consumers who utilize Ipiranga’s products and services in their industrial, transport, logistics and cargo activities.
Capillarity, robust infrastructure and national presence
Ultragaz has a significant market presence in densely populated areas. Through its capillarity and last-mile expertise, Ultragaz developed an important role in the Brazilian LPG retail system. Ultragaz operates nationwide directly or through resellers with professionals visiting several customers daily. In 2023, Ultragaz’s network served approximately 60 thousand business customers in the bulk segment and more than 11 million households in the bottled segment through a network of approximately 6.2 thousand independent retailers.
Ultracargo is the largest independent liquid bulk storage company in Brazil and the only player in the liquid bulk storage sector that is present in most of the major ports in the country.
As of December 31, 2023, Ipiranga’s 5,877 service stations were located in all Brazilian states, with a more prominent market presence in the Southeast and South regions. To supply its service station network, it also operates 85 storage terminals, with a total installed capacity of 1,075 thousand m³ among primary and secondary bases that are located in strategic positions throughout the country.
Synergistic, robust and resilient business portfolio
We concentrate our activities in the energy, mobility and logistics infrastructure segments, through Ultragaz, Ipiranga and Ultracargo, which we believe to be irreplicable assets with a consistent track record of operating results, solid operational scale, and structural competitive advantages. Our portfolio is complementary, synergistic, and focused on our core competencies and operational know-how, which we believe leverage the competitive advantages of each of our businesses, allowing for greater efficiency and value generation potential.
We believe Ultrapar’s businesses are simultaneously resilient and leveraged on the economic growth of Brazil. Some of Ultrapar’s businesses, such as the sale of LPG for residential use and fuels for light vehicles, are relatively resilient, due to their inelastic demand profile and, therefore, are less volatile in economic downturns.
We believe that our portfolio provides us with significant financial strength and flexibility, positioning us to seek further investment opportunities within the energy, mobility and logistics infrastructure sectors, with a growing focus on energy transition through renewable energy sources.
Strong brand recognition and close relationship with resellers
We believe that our businesses have a high brand recognition associated with quality, safety, and efficiency that we continually strive to deliver. We intend to reinforce this market perception by continuing to supply high-quality products and services and introducing new services and distribution channels.
Our strong relationship with dealers is an essential asset for the Company. We offer distribution exclusivity and differentiated incentive programs for resellers in Ultragaz and Ipiranga, and invest in training them to maximize efficiency, further strengthen our relationship with them and promote high-quality standards to all of our distribution network.
In addition, network management and engagement have been one of the main fronts on which Ipiranga’s management has focused its attention last years, and are one of the four pillars of Ipiranga’s turnaround plan. During 2022 and 2023, Ipiranga conducted a legacy management process of its service stations, with a complete review of the network to optimize operations and to allow Ipiranga to strengthen its relationship with resellers that are considered true business partners, engaging with them in a close and transparent manner.
Cost-efficient operations
Ultragaz has a significant market presence in densely populated areas, which allows it to operate its filling plants and distribution system with a high level of capacity utilization and efficiency with depth and capillarity. Additionally, Ultragaz launched in 2021 the SOU Program (Ultragaz Operation System Program), a strategic initiative focused on cost management that applies the lean methodology to standardize and improve the efficiency and quality of its processes in its bases.
Ultracargo’s presence in Brazil’s main logistic hubs provides it with increased operational flexibility, efficiency, and economies of scale. In addition, Ultracargo developed programs designed to improve its processes, such as Soul and Conecta, aimed at enhancing its productivity and operational efficiency to ensure a more efficient deployment of the company’s resources. For more information about these initiatives, see “Item 4. Information on the Company—Industry and regulatory overview—B. Storage services for liquid bulk —Ultracargo— Storage facilities.”
Ipiranga also has a significant market presence in Brazil, which allows it to operate its extensive network of primary and secondary storage terminals and its distribution system in a cost-efficient manner. Also, the increased scale of Ipiranga allows improvements in efficiency and competitiveness in the distribution and sales processes, dilution of advertising, marketing and new product development expenses, and gains from economies of scale in administrative functions.
Innovation in the LPG sector
When Ultragaz was founded in 1937, it was due to Mr. Ernesto Igel’s pioneering idea of using LPG as cooking gas in Brazil, through bottles acquired from Companhia Zeppelin. The gas stove began to replace the traditional wood stove, which dominated Brazilian kitchens at the time. Since then, Ultragaz has been positioning itself as an innovative company in the LPG segment.
For example, in 1995, Ultragaz was the first player to introduce LPG small bulk delivery in Brazil, with distribution costs lower than that of the bottled segment. Also, in the past few years, Ultragaz has been creating and offering new solutions to clients in the bottled and bulk segments. For bulk clients, Ultragaz has been developing new energy solutions, allowing them to power their operations with LPG instead of other more carbon-intensive energy sources, reducing their costs through energy savings and reducing their carbon footprint. In this segment, Ultragaz strategy is focused on two areas: (i) the industrial, agribusiness and residential condominium segments and (ii) small and medium-sized businesses. New applications and services for LPG in these segments include the preheating of industrial furnaces, especially in steel, lead, asphalt manufacturing and metallurgical plants; the drying of grains and seeds, with greater operational and economic efficiency; and laundry shops, restaurants, bakeries, and residential condominiums, through agile and convenience services. Ultragaz has also been expanding its digital relationship channels in the bottled segment, to both resellers and final consumers.
Consistent business and differentiated value proposition in the liquid bulk storage services sector
In 2023, clients with contracts of more than three years accounted for 63% of Ultracargo’s revenues, which evidences a long-term commercial relationship with them and stability for Ultracargo. In addition, the company operates with a diversified portfolio of clients. Ultracargo’s ten largest clients accounted for 64% of its revenues in 2023, with its three largest clients (including Ipiranga, a related party), accounting for 35%.
All of Ultracargo’s contracts also contemplate a take-or-pay clause, in which the client is guaranteed to have the contracted storage capacity available, and Ultracargo is guaranteed to be paid for providing such availability, even if it is not fully used or not used at all. This further contributes to revenue stability, despite market volatility. Additionally, before starting to build a new terminal, Ultracargo seeks to enter into offtake agreements and guarantee the handling of products once it starts operating.
Through its multipurpose terminals, strategically located in Brazil, Ultracargo operates a wide range of products, such as fuels, ethanol, chemicals, corrosives and vegetable oils, which allows it to meet the needs of different clients. Besides other skills that enable Ultracargo to efficiently operate multipurpose terminals, the company has an important operational know-how and engineering expertise concerning proper coating and cooling temperatures of its tanks to avoid chemical reactions that could affect the safety of the terminals. This product diversification also contributes to mitigating the effects of volatility in the commercial environment of a single product in the company’s revenues and positions Ultracargo to benefit more from spot sales. As Ultracargo’s terminals are able to handle fuels, either fossil fuels or biofuels, we see the company well-positioned for the energy transition.
Distinguished positioning in the fuel distribution sector
We believe that Ipiranga differentiates itself from its competition in the sector by having a more diverse array of products and services, thereby being a more convenient choice for customers. It has the largest franchise brand in the convenience stores segment, through AmPm, and in the lubricants segment, through Jet Oil. In 2023, AmPm had a network of 1,540 stores, while Jet Oil had 1,145 units. Ipiranga also has one of the largest loyalty programs in Brazil, called Km de Vantagens which in 2022 was unified to “abastece aí”, transforming into a digital payment, cashback, and other financial service fintech, and a 56% stake in Iconic, a leader company in the lubricants segment in Brazil.
As one of the largest service station networks in Brazil, we believe Ipiranga has an appealing value proposition to resellers and franchisees. Ipiranga is able to provide them with fuel supply security and expanded credit options, as well as the right to use its renowned brands to attract end-consumers.
Strong corporate governance structure and alignment of interests
We believe we have been among Brazil’s leaders in the development and adoption of best practices in corporate governance. We use the capital markets not only as an investment resource but also as a driver for the development and consolidation of our corporate culture. One of the central pillars of this culture is a shared responsibility concept, based on the alignment of interests.
We have a solid track record of pioneering initiatives in corporate governance. In 1999, we were the first company to go public simultaneously on B3 and the NYSE under an ADS Level III program. In 2000, we became the first company in Brazil to offer all our shareholders tag-along rights at the same price in the case of a change of control.
In 2011, we completed the implementation of a new corporate governance structure, which we believe further aligned our shareholders’ interests by converting all preferred shares into common voting shares. The conversion resulted in all our shares having identical voting rights, which allows our shareholders to participate in the decisions of our shareholders’ meetings without (i) any limitations on voting rights, (ii) special treatment to current shareholders or (iii) mandatory public tender offers at a premium to market prices once a certain beneficial ownership threshold is achieved. In that same year, our shares were listed on the Novo Mercado segment of B3, which is the B3 segment with the highest standards of corporate governance and transparency. Currently, Ultrapar is a component of some of B3 stock indices that extol companies with great corporate governance initiatives, such as the IGCT, IGC-NM, ITAG and IGCX.
To further enhance our corporate governance structure, we have a robust compliance program. One of the pillars of our compliance program is related to its guidelines composed of our Code of Ethics, a document revised in March 2023 that guides the conduct of the Company members and their representatives from the external public, and our Corporate Policies, a set of more prescriptive documents covering procedures and controls to be adopted on topics such as corruption, good competition practices, conflicts of interest, among other issues related to corporate integrity. All these guidelines were approved by the Board of Directors and serve as a basis for training the employees of Ultrapar, in addition to be a reference to enforce the consequences in cases of misconduct. Ultrapar also has a Conduct Committee, a body directly linked to the Board of Directors, which consists of an independent and external president and executives of Ultrapar, including the Risks, Integrity and Audit Director, with the purpose of managing the application of the Code of Ethics, among others.
Our robust governance structure also includes the People and Sustainability Committee, which has been in place since 2011, the Investments Committee, which has been in place since 2019, and the Audit and Risks Committee which, since 2019, is a permanent body with independent board members.
In addition, to strengthen the alignment of interests between management and shareholders, members of Ultrapar’s management receive variable short-term compensation linked to performance based on financial goals defined for each business and for Ultrapar, in addition to individual goals associated with the businesses’ operating and commercial performance, people development, projects execution, among other objectives, always in line with the strategic plan approved by the Board of Directors. Since 2022, executives have at least 1/3 of their individual goals related to the ESG agenda. The long-term compensation plan, through which the Company’s executives become shareholders of Ultrapar, is based on (i) restricted shares – with transfer of ownership at the end of the vesting period, and (ii) performance shares – with transfer of ownership at the end of the vesting period, conditional on meeting pre-established goals.
Furthermore, we believe we are led by a strong and experienced management team with a proven track record in the energy, mobility and logistics infrastructure industries. As of the date of this annual report, our Board of Directors consisted of nine members, seven of whom being independent members. Under the Company’s Bylaws, our Board of Directors must be composed of 5 to 11 members, of which at least one-third (or two members, the highest) must be independent members. In 2021 and in 2023, we were awarded the stamp Women on Board, a recognition of our corporate culture of incentivizing gender equality and the presence of women in our board.
On April 19, 2023, the Annual and Extraordinary General Shareholders’ Meeting promoted an important renewal of the Board of Directors combining candidates who were members of the Company's management, including the Chief Executive Officer, with four new candidates, who brought relevant and complementary experiences to the Board. Furthermore, the majority of members of the Board of Directors remains independent members.
Value creation through a holding structure
As part of our portfolio, we consider the holding structure as a potential leverage to value creation in our Company. As a holding company with a diversified portfolio, scale, and listing in the domestic and international markets, we are able to access different sources and types of financing more efficiently than each of our businesses individually. The holding structure also allows for tax and capital allocation optimization, scale to administrative functions, attraction and retention of talented professionals, as well as institutional strength.
Strong operational track record
Our Company has exhibited a solid operational track record. Since our Initial Public Offer on October 13, 1999, we have never ended a year with net loss, presenting an average compounded annual growth of net income attributable to shareholders of the Company of 18% from 1999 to 2023, despite the overall macroeconomic volatility in Brazil and in the world during this same period.
Our strategies
Build on our strengths
One of our core strategies is to capitalize on our existing strengths, which have been important drivers of the Company’s growth, especially in recent years. We seek to preserve and further enhance the strengths described in “Item 4.B. Information on the Company—Business overview—Our Strengths” as we look to the future. By leveraging our strategy in our established capabilities and resources, we aim to maintain our current market position and achieve sustainable growth.
Streamline our business portfolio and further invest in the energy, mobility and logistics infrastructure sectors in Brazil
Throughout 2021, Ultrapar conducted a portfolio rationalization process, fully divesting from Oxiteno, Extrafarma and its 50% stake in ConectCar, and concentrating its operations in the energy, mobility and logistics infrastructure sectors, in which we have robust operational scale, know-how and structural competitive advantages. In addition to allowing our management to focus on our core businesses, the divestments also contributed to reducing Ultrapar’s financial leverage. The revised business portfolio is mainly concentrated in Brazil, a country with several opportunities in the energy, mobility and logistics infrastructure industries and it is well positioned in the context of energy transition via renewable energy sources. Ultrapar is also well positioned to take advantage of these opportunities, considering the main strengths of its businesses, as described in “Item 4.B. Information on the Company—Business overview—Our Strengths.”
We see our holding company’s role as that of an active, long-term manager of a portfolio composed of selected businesses in which Ultrapar can be the strategic shareholder committed to maximizing value generation.
Invest in building a succession pipeline for key leadership positions
We remain committed to building a pipeline of entrepreneurial leaders at Ultrapar as well as in our businesses. Through a combination of promoting internal talent, internal horizontal transfers and external hires, there has been a relevant renovation in senior management positions, covering all the senior management. From 2020 to 2023, we renewed 89% of our senior executives, which include our statutory executive officers and businesses’ directors, and executive managers who report to our statutory executive officers, with a balanced mix of external hires and internal promotion and transfers. These movements have been carried out in a gradual, planned, and constructive manner. In the last years, we worked to strengthen our management structure and governance, consolidating the pillars, and supporting the growth and longevity of Ultrapar.
Sustainability as part of the Company’s long-term strategic plan
Sustainability is intrinsic to the strategic planning of Ultrapar and its businesses, and aims to mitigate risks, foster opportunities and protect the Company’s value generation potential in the long term. We first conducted a materiality assessment in 2019, and since then, through a process guided by global macrotrends, specific businesses’ characteristics, the stakeholders’ perspectives and industry practices, we identified what our strategic priorities in the coming years are. The priorities, which cover the three ESG pillars (environmental, social and governance) and are connected to the United Nations (UN) Sustainable Development Goals (SDGs), are Ultrapar’s seven material topics: (i) health and safety; (ii) governance and integrity; (iii) energy transition; (iv) eco-efficient operations; (v) responsibility for the surrounding communities; (vi) value chain and (vii) inclusive culture and diversity. In 2023, the Company made public commitments to its ESG goals for 2030, which are aligned with the material topics.
Invest in new energy solutions through Ultragaz
As part of our strategy to expand the energy solutions offering, in September and November 2022, Ultrapar announced the acquisition of all shares of Stella and NEOgás, respectively, through Ultragaz. Stella is a technology platform that connects renewable electricity generators and customers through distributed generation and NEOgás is a pioneer in the transportation of compressed natural gas in Brazil, operating in sectors such as the industrial, vehicular and development of special projects in partnership with natural gas distributors. Both acquisitions marked Ultragaz’s entry into these sectors, which is in line with its strategy of expanding the offering of energy solutions to customers, leveraging on its capillarity, commercial strength, the Ultragaz brand and its extensive base of industrial and residential customers.
Expand our bulk storage capacity, including to inland operations, while seeking to maximize assets utilization
Ultracargo’s growth is mainly driven by expanding its installed capacity or increasing the utilization rate of its terminals. Over the last few years, Ultracargo has expanded its installed capacity and diversified its geographic position with gains of scale. In addition, Ultracargo began in 2023 to expand to inland liquid bulk storage and logistics operations, considering the growth of agribusiness and the growing demand for biofuels. The first move of Ultracargo to inland operations was in April 2023, when Ultracargo signed an agreement for the acquisition of a 50% stake in Opla, the largest independent terminal of ethanol in Brazil. For more information on recent and future capacity expansions already announced by Ultracargo, also related to inland terminals, see “Item 4. Information on the Company—Industry and regulatory overview—B. Storage services for liquid bulk —Ultracargo— Increases in installed capacity.”
Ultracargo also seeks to maximize its assets utilization rates through more efficient operations and diversification of transportation modes at each terminal. For example, Ultracargo created two programs, Soul and Conecta, to enhance operational efficiency, improve processes and management, reduce waste and increase safety standards. For more information on Soul and Conecta, see “Item 4. Information on the Company—Industry and regulatory overview—B. Storage services for liquid bulk —Ultracargo— Operational efficiency and technology.” Furthermore, Ultracargo is currently investing in the construction of two railway branches, one at Paulínia (state of São Paulo) to improve the transport of ethanol from the recently acquired Rondonópolis terminal to Opla, and another at Santos to improve liquid bulk flow and increase the potential utilization of the installed capacity in this terminal.
Focus on safer and more efficient operations in fuel distribution
In 2022, Ipiranga developed a turnaround plan focused on certain fundamental pillars of its business, including: (i) pricing intelligence, (ii) logistics and distribution, (iii) supply and trading and (iv) network management and engagement. Since then, the company has made significant advances, especially in the pillars of pricing, trading and network engagement, but we still have room to further unlock value, especially in the logistics and distribution front.
We see logistics and distribution as a more long-term, structural initiative, focused on optimizing processes and systems, increasing logistics efficiency and achieving better service levels. Ipiranga will seek to continuously invest in its logistic infrastructure in order to create a safer and more efficient operation, reduce the company’s operating costs and improve its productivity gains.
Develop the trading operations in fuel distribution
Supply and trading have been one of the main topics on which Ipiranga’s management has focused its attention, and one of the four pillars of Ipiranga’s turnaround plan. As Petrobras no longer supplies all the Brazilian market, there has been a necessity of distributors to supply their networks with either other local refineries’ products or imports and, therefore, the supply and trading intelligence has been a major competitive differentiation factor, as discussed in “Item 5. Operating and financial review and prospects—D. Trend information.”
Since 2022, we have seen several benefits of active and strategic trading operations on supply optimization, allowing Ipiranga to access global suppliers and expand its product portfolio. Apart from its supply role, trading is also essential in creating opportunities to benefit from market trends and, to some degree, navigate through market volatility.
We see potential in further developing our trading operations, but we are also looking to do so carefully, as our skills, market intelligence and risk governance evolve.
Promote and benefit from the formalization of the fuel distribution market
We plan to continue to collaborate with the competent authorities to promote improvements to legislation and to enhance regulatory enforcements in the fuel distribution sector to create a level playing field in the market, increasing sales volume in the formal market, and improving our gross margin, thus reducing the competitiveness of players which benefited from cost advantages derived from unfair practices. These initiatives are particularly relevant in the Brazilian market. In 2021, FGV published a study showing estimated losses of R$26 billion in nominal terms as a result of informal market practices, with R$14 billion attributed to tax losses and R$16 billion to operational losses or physical volume (R$4 billion of deductions were made to avoid double counting).
For a more in-depth discussion on actions taken by Ipiranga and other market players to curb anticompetitive practices, see “Item 4. Information on the Company—Industry and regulatory overview—C. Fuel distribution—Ipiranga—Anticompetitive practices.”
Risk management and strategy
Ultrapar seeks protection against risks that may adversely impact the objectives and strategies established by its senior management. To ensure that risks are effectively assessed and monitored by the Executive Officers, the Audit and Risks Committee and the Board of Directors, a systemic risk matrix that consolidates all of Ultrapar’s business risks was developed, encompassing five categories according to which the risks are classified and considering current and relevant topics to Ultrapar and its businesses. The five categories are described below:
- Strategic and sustainability risks are associated with external and internal factors which may impact the competitiveness of the businesses and the Company’s long-term objectives, such as the influence of politics and the economy, market regulations, technological revolutions, sustainability (social and environmental impacts), and capital allocation decisions, among others;
- Operational risks are directly linked to the operation of the businesses, related to daily activities and safety, environmental, quality and logistics procedures, as well as the relationship with suppliers and customers;
- Financial and capital market risks are related to accounting and financial management, level of indebtedness and cash flow, preparation of financial statements and other interactions with the financial and capital markets;
- Integrity risks are of a behavioral and regulatory nature, which may have negative consequences for Ultrapar’s business and/or reputation; and
- Cybersecurity risks are associated with the stability and operational continuity of the Company’s information technology systems, compliance with governance rules related to security, and processing and storage of personal, financial, operational and strategic data.
Each topic is evaluated in a standardized way for all businesses, considering the internal and external environments and corporate or business-specific policies, and quantified in terms of impact and vulnerability, thus enabling greater focus of management on the most relevant risks. The resulting matrix, as well as risk analyses and proposed action plans, when necessary, are regularly discussed among the businesses, the Executive Officers, the Audit and Risks Committee and the Board of Directors.
For information on cybersecurity threats, see “Item 3.D. Key information—Risk factors—Information technology failures, including those that affect the privacy and security of personal data, as a result of cyber-attacks or other causes, could adversely affect our businesses and the market price of our shares and ADSs.”
Governance
Ultrapar’s integrated risk management model has defined roles and responsibilities within different levels of its organizational structure, as described below. This overall governance structure applies to all risks monitored by Ultrapar, including those arising from cybersecurity threats. However, each risk theme may rely on additional structures, depending on the specific needs and risks.
The Board of Directors is responsible for periodically assessing Ultrapar’s exposure to risks through the systemic risks matrix and evaluating the effectiveness of risks management systems, thus ensuring that Ultrapar’s Executive Officers and the businesses are able to recognize, assess and control their risks properly.
The Audit and Risks Committee is responsible for assessing the effectiveness of risks management and internal controls mechanisms, evaluating Ultrapar’s systemic risks matrix and submitting it to the Board of Directors’ approval, assisting the Board of Directors in assessing and defining acceptable risk levels and monitoring how risk non-conformities are being handled.
The Risks, Integrity and Audit Department is directly linked to the Audit and Risks Committee and is responsible for establishing the methodology for an integrated and comparative view of risks at Ultrapar and coordinating risks presentations and reporting at all organizational levels.
Ultrapar’s Executive Officers are responsible for assessing the effectiveness of the risks management and internal controls mechanisms, proposing improvements to risks management mechanisms and validating the systemic risks matrix before it is submitted to the Audit and Risks Committee.
The businesses’ CEOs are responsible for providing the necessary resources for the execution and maintenance of risks management mechanisms in their respective business. Directors of each business are responsible for guaranteeing the effective execution of risks mitigation and management mechanisms and controls in their jurisdiction, identifying and assessing business risks, quantifying risks in terms of impact and vulnerability in the business risks matrix and defining and implementing action plans for identified risks.
Risk theme managers are responsible for implementing risk mitigation and management mechanisms and controls, identifying business risks scenarios, describing the impact and vulnerability of the business in the identified risks scenarios, suggesting and executing action plans and mitigation controls and monitoring risks scenarios and indicators for their respective business. Each business also has risks and integrity departments of their own, which are responsible for disseminating the concepts of risks management in their business, supporting the Risks, Integrity and Audit Department, the directors and risk theme managers in identifying, quantifying and defining risks mitigation action plans, developing, monitoring and reporting controls related to the mitigation and management of risks in the business and supporting the implementation of risks mitigation action plans in their business.
Environmental, social and governance
As Ultrapar believes that sustainability is an essential theme for the continuity of its businesses, it is part of its strategic planning. In this context, Ultrapar defined its seven material topics, which cover the three ESG pillars (environmental, social and governance) and represent relevant topics on which the Company must focus its efforts. In 2022, Ultrapar defined ambitions and goals for 2030 for each material topic and, in 2023, disclosed them to the external public.
Ultrapar published a Sustainability Report for the year ended December 31, 2023, which brings together highlights of the year in the areas of finance, operations and ESG. The report was prepared based on the GRI standards, includes the SASB indicators for the Oil and Gas sector (Refining and Marketing), and presents data on Ultrapar’s governance, strategy, risk management and climate performance in line with the guidelines of the TCFD.
Material topics, ambitions and 2030 goals
Ultrapar’s materiality matrix was created in 2019, based on a process divided into three major stages: (i) analysis of studies linked to the sustainability agenda, media publications, comments disclosed by investors, government bodies and national and international entities, applicable legislation and standards, and an assessment of the status of the businesses and their sectors of activity; (ii) consultations with Ultrapar’s main stakeholders – the Executive Officers, shareholders and investors, employees, regulatory and supervisory bodies, sectoral entities, civil society organizations and the media; and (iii) validation of the matrix by the Board of Directors.
We revised our materiality matrix in 2021 focusing on seven material topics, which we defined through a process guided by global macrotrends, specific business characteristics, stakeholders’ perspectives and industry practices. The defined material topics are also linked to the United Nations (UN) Sustainable Development Goals. For each topic, the ESG 2030 Plan established an ambition and specific goals to be achieved by 2030. The seven material topics of Ultrapar and their respective ambitions and goals for 2030 are:
- Health and safety: Ultrapar aims to ensure a strong health and safety culture, with processes and performance indexes at a level of excellence, providing quality of life for employees and safety for the communities surrounding our operations.
- Goals for 2030: (i) reduce the lost-time injury frequency rate by 50% (from an LTIF rate of 0.96 in 2020 to 0.5 in 2030); (ii) reduce the process accident rate by 70% (from a PSE rate of 1.55 in 2020 to 0.5 in 2030) and (iii) ensure that employees are supported by healthcare and quality of life programs.
- Results in 2023: in 2023, our LTIF rate was 0.78 (a decrease of 37% compared to 2022 and of 19% compared to 2020), our PSE rate was 0.73 (a decrease of 29% compared to 2022 and of 53% compared to 2020) and we advanced on the definition of healthcare and quality of life programs.
- Governance and integrity: Ultrapar seeks to be a protagonist in governance and integrity, influencing the business environment in relation to the adoption of best practices and ethical conduct.
- Goals for 2030: (i) achieve the highest level of integrity culture, evolving from proactive to a generative level based on the Hearts&Minds culture diagnosis and (ii) ensure best practices in corporate governance, including, but not limited to, alignment of executive compensation, respect for minority shareholders and transparency of information.
- Results in 2023: in 2023, we maintained the proactive level of integrity culture, maintained an AA rating in the MSCI ESG Rating and reentered the ISE B3 portfolio, with a score of 83 out of 100 in the Corporate Governance dimension.
- Energy transition: Ultrapar intends to plan and implement strategies aimed at transitioning to a low-carbon economy.
- Goal for 2030: implement measures to reduce and mitigate GHG emissions in operations, ensuring carbon neutrality (scope 1 and 2 emissions) from 2025 onwards.
- Results in 2023: in 2023, 29% of our scope 1 emissions were neutralized and 100% of our scope 2 emissions were neutralized, both in line with the percentages of 2022.
- Eco-efficient operations: Ultrapar aims to ensure excellence in the environmental management of operations, ensuring the efficient use of natural resources and optimizing waste management.
- Goals for 2030: (i) maintain 100% of electricity consumed from certified renewable sources; (ii) zero spills with a risk of contamination of soil and water and (iii) reduce to zero the volume of hazardous or non-hazardous waste sent to landfills, due to the use of more sustainable solutions (such as composting, recycling and co-processing)
- Results in 2023: in 2023, 100% of our consumed electricity was from renewable and certified sources, we had zero spills in 2023, compared to one in 2022, and 39% of our waste was sent to landfills, 30 percentage points lower as compared to 2022.
- Responsibility for the surrounding communities: Ultrapar seeks to act responsibly regarding the surrounding communities of our operations, generating opportunities for local development.
- Goal for 2030: invest in initiatives and partnerships that promote high-quality education and employment and income generation in the communities surrounding our operations, through the Company’s own resources, tax incentives and support for emergency actions.
- Results in 2023: in 2023, R$ 25 million were invested by Ultrapar in such initiatives and partnerships, 21% higher than the amount invested in 2022.
- Value chain: Ultrapar plans to influence, promote and monitor the adoption of best ESG practices in all its businesses’ value chains.
- Goals for 2030: (i) ensure that 100% of critical suppliers (those who source essential inputs or services for the Company’s operations and/or with relevant expenditures) adopt ESG best practices and (ii) ensure that 100% of selected resellers, in accordance with the strategic plan of each business (applied only to Ipiranga and Ultragaz), adopt ESG practices or commitments.
- Results in 2023: in 2023, we reviewed the scope of critical suppliers in each of our businesses, made advances in structuring ESG best practices to be implemented starting in 2024 and provided ESG training for resellers.
- Inclusive culture and diversity: Ultrapar strives to continuously promote an inclusive environment and develop our people, providing conditions for each employee to reach their full potential and contribute to greater perspectives and experiences in the decision-making process.
- Goals for 2030: (i) achieve a 50% level of gender and ethnic equity in senior management positions (management positions and above) and 33% in the Board of Directors and (ii) ensure an inclusive workplace environment that can be measured and recognized in internal organizational climate surveys.
- Results in 2023: in 2023, we achieved a 42% level of gender and ethnic equity in senior management, 4 percentage points above that of 2022, and 22% in the Board of Directors, 2 percentage points above that of 2022. We also achieved an 83% satisfaction rating for an inclusive workplace environment, 7 percentage points above that of 2022.
Key financial information
Gross Debt and Net Debt
The information in the table below presents a reconciliation of Gross Debt and Net Debt, a non-GAAP financial measure, to the most directly comparable IFRS financial measure. Our calculation of Gross Debt and Net Debt may differ from the calculation of similarly titled measures used by other companies. Our management believes that the disclosure of Gross Debt and Net Debt is useful to potential investors as it helps to give them a clearer understanding of our financial liquidity. However, Gross Debt and Net Debt are not measures under IFRS and should not be considered as substitutes for measures of indebtedness determined in accordance with IFRS. For more information, see “Presentation of financial information—non-GAAP financial measures.”
The table below presents a reconciliation from Gross Debt to Net Debt measure to the most directly comparable measure derived from IFRS financial measures:
| As of December 31, |
|
In millions of Reais | 2023 |
|
| 2022 |
|
| 2021 |
|
Loans, financing and derivative financial instruments | 6,661.0 |
|
| 5,714.5 |
|
| 9,290.9 |
|
(+) Debentures | 5,107.0 |
|
| 6,035.9 |
|
| 7,086.8 |
|
Gross Debt | 11,768.0 |
|
| 11,750.4 |
|
| 16,377.6 |
|
(+) Leases payables | 1,523.9 |
|
| 1,523.8 |
|
| 1,348.3 |
|
(-) Cash, cash equivalents, financial investments and derivative financial instruments | (7,170.6 | ) |
| (6,585.0 | ) |
| (4,463.5 | ) |
Net Debt | 6,121.4 |
|
| 6,689.2 |
|
| 13,262.5 |
|
Industry and regulatory overview
- Distribution of LPG
LPG is a fuel derived from the oil or natural gas refinery process or petrochemical industry. It is produced from the separation of lighter fractions of oil when processing raw natural gas and is composed of a mixture of hydrocarbon gases, such as propane and butane. In 2023, 79% of Brazil’s domestic demand was produced in local refineries and processing units while the remaining 21% was imported. LPG has the following primary uses in Brazil:
- Bottled LPG: used primarily by residential consumers for cooking. According to Sindigás, LPG reaches over 66 million households (91% of the total households in Brazil) and is present in 100% of Brazilian cities; and
- Bulk LPG: used primarily for cooking and water heating in shopping malls, hotels, residential buildings, restaurants, laundries, hospitals and industries, with several other specific applications to each industrial process, such as: grains and seeds drying, cotton processing, temperature control in poultry and pig farming, coffee drying and roasting, application of resins on fruits and seedling and plant greenhouses.
The following chart shows the process of LPG distribution:
Historically, bottled LPG has represented a substantial portion of the LPG distributed in Brazil and is primarily used for cooking. The domestic heating usage of LPG is immaterial in Brazil due to its climate, leading to an overall lower consumption of LPG per capita in Brazil compared to other countries where domestic heating is a major element of LPG demand.
The LPG distribution industry consists in:
- LPG supply and transport from production plants (refineries or processing plants) to filling stations;
- Filling LPG bottles and bulk delivery trucks at filling stations;
- Selling LPG to dealers and end users; and
- Product quality control and technical assistance to LPG consumers.
LPG can be delivered to end users either in bottles or in bulk. The bottles are filled in the LPG distributors’ filling stations. Distribution of bottled LPG is conducted via two main channels:
- Home delivery of LPG bottles; and
- The sale of LPG bottles in retail stores and at filling stations.
In both cases, the bottles are either delivered by the LPG distributors themselves or by independent dealers.
Bulk delivery is the main delivery method to large volume consumers, such as residential buildings, hospitals, small-and-medium-sized businesses and industries. In the case of bulk delivery, the LPG is pumped directly into tanker trucks at filling stations, transported to customers and pumped into a bulk storage tank located at the customer’s premises. The installation of bulk storage tanks is usually carried out by the distributors (such as Ultragaz).
The role of the Brazilian government. The Brazilian government historically regulated the sale and distribution of LPG in Brazil. The period from 1960 to 1990 was characterized by heavy governmental regulation, including price controls, regulation of geographical areas in which each LPG distributor could operate, regulation of services offered by distributors and governmental quotas for the LPG sold by distributors, thus restricting the growth of larger LPG distributors. In the early 1990s, a deregulation process took place, easing the requirements for the entry of distributors into the market, reducing administrative burdens and removing regional market restrictions. There are currently no restrictions on foreign ownership of LPG companies in Brazil.
The role of Petrobras. Petrobras had a legal monopoly in the exploration, production, refining, importing and transporting of crude oil and oil products in Brazil and Brazil’s continental waters since its establishment in 1953. This monopoly was confirmed in Brazil’s federal constitution enacted in 1988 and lasted until 1997 when the monopoly was lifted by the enactment of the “Lei do Petróleo” (Oil Law). Petrobras was historically the sole supplier of oil and oil-related products in Brazil, including LPG, and despite no longer being a monopoly, it is still responsible for most of the LPG supply in Brazil.
The role of ANP. ANP is responsible for the control, supervision and implementation of the government’s oil, gas and biofuels policies. ANP regulates all aspects of the production, distribution and sale of oil and oil products in Brazil, including product quality standards and minimum storage capacities required to be maintained by distributors.
In order to operate in Brazil, an LPG distributor must be licensed with ANP and must comply with certain minimum operating requirements, including:
- Maintenance of sufficient LPG storage capacity;
- Maintenance of an adequate quantity of LPG bottles;
- Use of bottles stamped with the distributor’s own brand name;
- Possession of its own filling plant;
- Appropriate maintenance of LPG filling units;
- Distribution of LPG exclusively in areas where it can provide technical assistance to the consumer either directly or indirectly through an authorized dealer; and
- Full compliance with Sistema de Cadastramento Unificado de Fornecedores – SICAF (the Unified Suppliers Registration System).
LPG distributors are required to provide ANP monthly reports with their sales of previous month, also they must provide the volume of LPG required for the next three months. ANP limits the volume of LPG that may be ordered by each distributor based on the number of bottles and infrastructure owned by the distributor. After receiving this information, the suppliers order the LPG.
LPG distribution to the final consumer may be carried out by independent or exclusive resellers, according to ANP Resolutions 49/16 and 51/16. Each LPG distributor must provide ANP with information regarding its contracted independent resellers on a monthly basis. The construction of LPG filling plants and storage facilities is subject to the prior approval of ANP and may only begin its operations after ANP inspection.
The Self-Regulatory Code/ANP Resolutions 49/16 and 51/16. In 1996, most of the Brazilian LPG distributors, representing more than 90% of the market, bottle manufacturers, LPG transportation companies and certain LPG retail stores, under the supervision of the Brazilian government, entered into a statement of intent regarding the establishment of a program for “requalifying” LPG bottles (a process under which they undergo safety and quality checks) and other safety procedures, known as “Código de Autorregulamentação” (Self-Regulatory Code). See “—Ultragaz—Bottle swapping centers” and “— Ultragaz—Requalification of bottles.” Before the Self-Regulatory Code came into effect, certain LPG distributors, not including Ultragaz, would fill bottles stamped with another distributor’s brand. This practice resulted in a low level of investment in new bottles, giving rise to concerns regarding the safety of older bottles. The Self-Regulatory Code provides, among other things, that:
- Each LPG distributor may only fill and sell bottles that are stamped with its own trademark;
- Each LPG distributor is responsible for the quality and safety control of its bottles; and
- Each LPG distributor must maintain enough bottles to service its sales volume.
The Self-Regulatory Code was replaced by ANP Resolutions 49/16 and 51/16, as amended, which regulates the distribution of LPG activities.
Environmental, health and safety standards. LPG distributors are regulated by ANP and subject to Brazilian federal state and local laws and regulations relating to the protection of the environment, public health and safety. The CONAMA, the Ministry of Economy, and the Ministry of Infrastructure are the primary regulators of LPG distribution at the federal level.
The Brazilian regulations require LPG distributors to obtain operating permits from the environmental agencies, from municipal authorities and from the fire department. In order to obtain and maintain the validity of such permits, distributors must prove to regulatory authorities that the operation of facilities are in compliance with regulations and are not prejudicial to the environment and the community. In addition, regulations establish standard procedures for transporting, delivering and storing LPG and for testing and requalification of LPG bottles. Civil, administrative and criminal sanctions, including fines and the revocation of licenses, may apply to violations of regulations. Under applicable law, distributors are strictly and jointly liable for environmental damages.
The LPG industry and market are also subject to occupational health and safety standards, including labor laws, social security laws and consumer protection laws. In addition, the company also has a sustainability policy that describes the best management practices for health, safety and the environment.
Ultragaz
As of December 31, 2023, Ultragaz was the leading company in the Brazilian bulk LPG market and the second largest in total volumes, according to ANP. Founded in 1937, Ultragaz was the first LPG distributor in Brazil, when wood stoves and, to a lesser extent, alcohol, kerosene and coal stoves were used. For more information about Ultragaz’s history, see “Item 4.A. Information on the Company—History and development of the Company—A.1. Continuing operations—Ultragaz.”
Ultragaz is comprised of the following operating subsidiaries:
•
| Cia Ultragaz, which comprises: |
| - | Ultragaz, the company that pioneered our LPG operations; |
| - | Bahiana, which primarily operates in the Northeast region of Brazil;
|
| - | Utingás, a storage services provider that operates two facilities in São Paulo and Paraná. Utingás was incorporated in 1967 when Ultragaz and other LPG distributors joined to construct LPG storage facilities based in the states of São Paulo and;Paraná. Ultragaz currently indirectly owns 57% of Utingás. See “Item 4. Information on the Company—Industry and regulatory overview—Storage of LPG;” and |
•
| Ultragaz Energia, a company that aims to provide other types of energy beyond LPG, which comprises: |
| - | Stella, a technology platform that connects renewable electricity generators (solar plants) and customers through distributed generation. It is an alternative for low voltage consumers to access lower energy prices. The company was founded in 2019 and was acquired by Ultragaz in 2022. For more information about this acquisition, see “Item 4.A. Information on the Company—History and development of the Company—A.1 Continuing operations—Ultragaz.” |
| - | NEOgás, a pioneer in the transportation of compressed natural gas in Brazil, operates in several segments including the industrial, vehicular and development of special projects in partnership with natural gas distributors. The transaction was approved by CADE in January 2023 and closed on February 1, 2023. This acquisition marked Ultragaz’s entry into the compressed natural gas distribution segment and, in addition, Ultragaz believes that NEOgás is an ideal platform for enabling biomethane distribution opportunities. |
Markets and marketing. When Ultragaz began its operations, it served only the Southeast region of Brazil. Currently, Ultragaz is present in almost all of Brazil’s significant population centers. In recent years, Ultragaz strengthened its presence in the North and Northeast regions, where it did not have significant operations, including the building of new bottling and distribution plants in Belém (state of Pará) and Fortaleza (state of Ceará). Distribution of bottled LPG includes mainly retail stores, carried out by Ultragaz’s dealership network, mainly using 13 kg ANP approved bottles. In the case of Ultragaz, the bottles are painted blue. Ultragaz’s operating margins for bottled LPG vary from region to region and reflect the distribution channel in the region.
The LPG bottled market in Brazil is mature and Ultragaz believes that growth in demand in the long term will be a function of an increasing number of households consuming the product as well as an increasing level of household income.
Distribution of bulk LPG is largely carried out through 190 kg storage tanks installed on the clients’ premises. Since 1995, Ultragaz operates small-and-medium-sized bulk delivery facilities with bob-tail trucks, which deliver LPG in bulk mainly to residential buildings, commercial and industrial clients. Ultragaz’s clients in the commercial sector include shopping malls, hotels, residential buildings, restaurants, laundries, and hospitals. Ultragaz’s trucks supply clients’ stationary tanks using a system that is quick, safe, and cost effective.
Ultragaz’s strategy for the bulk LPG distribution is to continue innovating its products and services for a variety of clients, including large, medium and small businesses and condominiums. Ultragaz has a team to identify the needs of each bulk LPG client and to develop technical solutions for using LPG as an energy source. It permeates the entire value chain of the bulk segment, based on: (i) differentiated value proposition for the client, (ii) standardization of processes, and (iii) rationalization of the installation process.
The table below shows Ultragaz’s sales volume of LPG to clients of bottled and bulk segments:
Client category | 2023 |
|
| 2022 |
|
| 2021 |
|
| (in thousands of tons) |
|
|---|
Bottled LPG | |
|
| |
|
| |
|
Residential delivery by Ultragaz / Ultragaz owned retail stores | 42 |
|
| 42 |
|
| 38 |
|
Independent resellers(1) | 1,080 |
|
| 1,086 |
|
| 1,116 |
|
Total bottled LPG | 1,122 |
|
| 1,127 |
|
| 1,154 |
|
Total bulk LPG | 616 |
|
| 579 |
|
| 560 |
|
Total tons delivered | 1,738 |
|
| 1,706 |
|
| 1,714 |
|
|
|
| (1) Includes residential deliveries and distribution through retailers’ stores. |
Residential delivery has evolved during the last years from primarily door-to-door to a scheduled format, through orders by phone or app.
LPG distribution is a dynamic retail market where consumers’ habits change constantly, thus creating opportunities for the company. In order to track market developments more closely and differentiate itself from its competitors, Ultragaz has developed and enhanced sales channels and payment methods. In the last decade, the company expanded the participation of Disk Gás (sale of LPG bottles by telephone) and, more recently, introduced ordering through a website (Pedido Online), cell phone messages (WhatsApp) and through a smartphone app (Ultragaz app), which reached 5.4 million downloads at the end of 2023. Ultragaz entered into sales partnerships with apps from companies such as iFood and abastece aí and is currently implementing a vending machine for LPG cylinders, called Ultragaz 24h, which works 24/7 and accept varied payment methods. These initiatives provide customers with greater convenience, add further value, and generate logistic optimization to Ultragaz. The same principles have been extended to the bulk segment, in which Ultragaz is a pioneer and has a leading position.
Ultragaz has been developing new technologies for different markets, such as industrial, agribusiness, small and medium businesses, residential buildings, and household customers. For agribusiness, Ultragaz has developed a new system to control the whole seed and grain drying process using Internet of Things (IoT) to optimize LPG consumption. In addition, Ultragaz has also expanded LPG uses portfolio to residential buildings, with a solution for remote gas metering, improving the technology for its customers and increasing the security of the reading process.
In May 2021, Ultragaz launched its new brand image. The new visual identity addressed its purpose of contributing to changing people’s lives. Keeping an eye to the future, and in the spirit of its new motto “Somando energias” (Combining energies), Ultragaz is employing its vast experience in the LPG market together with technology to create energy solutions that focus on its customers’ needs, helping them to better manage the energy usage in their homes and businesses.
Contracts. Ultragaz supplies its bulk clients based on contracts with terms ranging typically from two to five years. The contract also requires that any tank supplied by Ultragaz may only be filled up with LPG delivered by the company. By having customers in contract, Ultragaz is able to build a closer relationship and identify opportunities for expanding the consumption of LPG and for energy transition.
Distribution infrastructure. Ultragaz’s distribution strategy includes having its own infrastructure for bulk LPG, given that the proximity to customers is a significant success factor. Ultragaz also maintains a large independent reseller network for bottled LPG. Deliveries for both bottled and bulk LPG are made by staff wearing Ultragaz uniforms and driving vehicles with Ultragaz’s logo. Ultragaz has also invested in information technology for improving its processes, such as logistics optimization and production efficiency. Ultragaz delivers bottled LPG, using a distribution network, which included 6.2 thousand independent resellers and a fleet of around 120 vehicles for gas bottles delivery and 320 vehicles for bulk delivery as of December 31, 2023.
On August 16, 2023, CADE approved the consortium agreement between Ultragaz and Supergasbrás for sharing part of their operations, infrastructure of LPG storage and filling bases. Through this agreement, Ultragaz will expand its presence from 19 to 24 existing filling bases. Operating synergies are expected from optimizing logistics routes and reducing costs related to operations, filling and storage. In addition, customers and resellers are expected to benefit from greater supply security and service levels in the relevant regions. Neither Ultragaz nor Supergasbrás anticipate any change to their commercial operations.
Process of filling LPG bottles. The entire process of filling LPG bottles occurs within Ultragaz’s filling bases, which are equipped with infrastructure and technology supporting an automated process that is intended to provide safety of both employees and customers. At Ultragaz bases, bottles from Ultragaz and other distributors arrive and are later exchanged at bottle swapping centers. The first step in the filling process is visual inspection, ensuring that the bottles are in good condition and within the expiration date. Those that do not pass this stage undergo a requalification process. After this, each bottle is weighed to ensure that each one will be filled with the appropriate amount of LPG. Next, the bottles move to the carousel, where almost all the bottle filling is done automatically (with manual fine-tuning). Once the bottle is filled, it undergoes safety checks. The first check ensures that the O’ring (rubber that prevents gas leakage) is properly sealed, and the second is laser detection to ensure there are no leaks. Additionally, an additive is introduced to give an odor to the otherwise odorless LPG, ensuring easy detection in case of a leak. Finally, the cylinders are washed, dried, and painted before being returned to the customer.
Bottled sales capacity derives from the number of bottles bearing Ultragaz’s brands. As of December 31, 2023, there were 28 million bottles stamped with Ultragaz’s brands in the market, 26 million of them 13 kg bottles.
Independent resellers. Ultragaz’s independent distribution network ranges from large resellers, which carry out extensive home deliveries, to single retail stores, which sell small quantities of LPG bottles. ANP Resolution 51/16, as amended, sets that the independent resellers must be registered with ANP and comply with a list of prerequisites, as well as those required by law for the storage of bottles up to 90 kg. Also, each municipality sets forth its own safety regulations, including a minimum distance from certain locations, such as schools. For the year ended December 31, 2023, 96% of Ultragaz’s bottled LPG sales were made through resellers. The agreements entered between Ultragaz and independent resellers require the use of Ultragaz brand and the display of Ultragaz logo in the delivery vehicles and on the uniforms worn by the delivery staff. Proprietary rights of the trademark and the logo are retained by Ultragaz and are duly registered with INPI. All contracted resellers are Ultragaz’s exclusive representatives. Under the terms of the respective contracts, each dealer agrees not to deliver non-Ultragaz LPG bottles.
Ultragaz understands that investing in the efficiency of its reseller network is key for staying ahead of competition and at the same time aligned with market demand for LPG. Accordingly, Ultragaz has developed several programs aimed at improving resellers’ management quality and standards.
The main program is the Lapidar Challenge (exclusive excellence program for resellers), which seeks to standardize the best management practices of Ultragaz’s resellers, through the pillars of customer experience, business management, teams and resale structure, with focus on strict compliance with the laws applicable to the sector. Through a continuous evaluation process with annual cycles, resellers are classified into categories, allowing participants to verify their performance against Ultragaz standards of excellence and stimulating constant improvement. In 2020, Ultragaz reviewed the entire program to turn it more attractive, contributing to an evolution in its dealer network continuously and bringing excellence in execution and a better customer experience.
In 2020, Ultragaz created a digital relationship channel with its resellers called MAP – Meu Aplicativo Parceiro (My Partner App), which currently has 6.2 thousand connected partners. In this app, resellers have access to resources that improve their work process and to a marketplace platform, namely Portal Ultragaz, where they can purchase several items.
In 2020, Ultragaz also developed the Amigu app, the company’s last-mile tool that identifies the closest Ultragaz’s deliveryman to the customer location. Currently, the app has more than 5 thousand deliverymen connected in more than 1.3 thousand cities across Brazil.
Distribution channels to bulk consumers. Bulk distribution is made directly to customers by delivering LPG to storage tanks located at customers’ facilities. Both large and small bulk distribution are mainly made by bob-tail trucks and, in some cases, third-party tanker trucks.
Ultragaz has improved the digitization of its processes and sales channels by offering an omnichannel solution to customers. This digital service channel offers greater security, transparency, and agility in service. Ultragaz’s logistics strategy is also focused on the customer journey. The investments in routing systems, demand planning and last-mile solutions are intended to provide high-level delivery and information services to the client, not only improving the customer experience, but also raising Ultragaz’s operational efficiency.
Payment terms. Ultragaz’s sales through its retail stores and through home delivery are made mainly on a cash basis. Ultragaz’s sales to independent resellers and to industrial and commercial users have payment terms of 19 days on average.
Bottle swapping centers. Pursuant to the ANP Resolution 49/16, as amended, distributors have established 9 operating swapping centers to facilitate the return of the bottles to the appropriate distributor. Under the ANP Resolution 49/16, as amended, LPG distributors were not permitted to refill third-party bottles, although they may pick up any empty LPG bottle tendered by customers in exchange for a full LPG bottle, regardless of whether such empty bottle was put in circulation by that distributor. Accordingly, LPG distributors may deliver third-party bottles to a swapping center where such bottles may be exchanged for bottles placed in circulation by such LPG distributor.
Requalification of bottles. The lifetime of a bottle depends on several factors, the most important being the exposure of the bottle to corrosion from the atmosphere and whether the bottle has been damaged. The ANP Resolution 49/16, as amended, provides that all bottles must be requalified after their first 15 years of use, and every 10 years thereafter. Each bottle is visually inspected for damage and corrosion to determine if it can be requalified or if it should be scrapped. In the case of bottles which pass the quality and safety checks, several procedures are followed before the bottles are stamped with the year of requalification and the next term in which they are due for requalification. Ultragaz had to requalify 2.1 million bottles, 2.4 million bottles and 2.1 million bottles in 2023, 2022 and 2021, respectively.
Supply of LPG. Currently, the main supplier of LPG to Ultragaz is Petrobras. In 2019, Petrobras entered into an agreement with CADE aimed at promoting the competition in the natural gas market in Brazil, including the sale of shareholdings in companies operating thereof as a means of encouraging the entry of new players into the LPG supply network. In 2023, 17% of Ultragaz’s overall supply needs were met by private suppliers, other than Petrobras.
Prices of LPG. From 2008 to 2016, Petrobras increased LPG refinery prices for commercial and industrial usage only sporadically. Since June 2017, LPG refinery prices generally reflected international pricing levels and exchange rate variations, although there have been periods when oil derivatives prices in Brazil did not immediately reflect international due to Petrobras’s pricing guidelines, which softened the effects of price volatility in the international market on domestic prices. In November 2019, after a change in its pricing policy, Petrobras ended the price differentiation for bulk and bottled segments, and both were converted into one single price. In May 2023, Petrobras announced that fuel prices (including LPG) would no longer be guaranteed at the international parity price, as per the previous pricing policy. Since July 2023, Petrobras has not adjusted the price of LPG, despite the price increases of the raw material on the international market.
The following chart shows the price of LPG (in R$/kg) practiced by Petrobras and the import parity price.
Souces: Petrobras and ANP
Storage of LPG. On December 31, 2023, Ultragaz’s storage capacity was approximately 20.8 thousand tons, including our 57% stake in Utingás’ storage capacity. Based on its 2023 average LPG sales, Ultragaz could store approximately 3.6 working days of LPG supply.
Ultragaz stores its LPG, which is delivered by the supplier and bottled predominantly in the liquid state, in large tanks at each of its filling plants located throughout the regions in which it operates. Primary filling plants receive LPG directly from refineries and processing units by pipelines; secondary filling plants are supplied by trucks; and satellite plants primarily hold LPG which is used to fill bob-tail trucks for small bulk distribution to customers that are not located near a primary or a secondary filling plant. See “Item 4.B. Information on the Company—Business overview—Industry and regulatory overview—A. Distribution of LPG” and “Item 4.D. Information on the Company—Property, plant and equipment.”
Competition. Ultragaz’s main competitors are:
- Copa Energia: a group created in 2021 that owns the LPG distributors Liquigás and Copagaz;
- Nacional Gás: a Brazilian LPG distributor, which has been present in the market for more than 60 years; and
- Supergasbrás: a company controlled by SHV Energy (a major multinational LPG distributor), formed by the merger of Minasgás S.A. and Supergasbrás S.A.
The following table sets forth the market share of Ultragaz and its LPG competitors in terms of volume, according to ANP:
|
| Year ended December 31, |
|
LPG distributor |
| 2023 |
| 2022 |
| 2021 |
|
Ultragaz |
| 23.4% |
| 23.1% |
| 23.1% |
|
Copa Energia (Liquigás + Copagaz) |
| 24.1% |
| 24.5% |
| 25.7% |
|
Nacional Gás |
| 21.5% |
| 21.8% |
| 21.3% |
|
Supergasbrás |
| 20.6% |
| 20.8% |
| 20.6% |
|
Others |
| 10.3% |
| 9.9% |
| 9.3% |
|
Total |
| 100.0% |
| 100.0% |
| 100.0% |
|
Since per capita consumption is small, low distribution cost is a critical factor in dictating profitability. Therefore, LPG distributors largely compete based on efficiencies in distribution and delivery as all LPG distributors currently purchase most part of their LPG requirements from Petrobras, and as Petrobras’ refinery price charged to the distributors is the same to all LPG distributors. Ultragaz’s main markets, including the cities of São Paulo, Salvador and Recife, are highly populated areas and, therefore, distribution to these markets can be carried out with great economies of scale, resulting in lower distribution costs. Additionally, Ultragaz benefits from low bulk LPG distribution costs.
As of December 31, 2023, the LPG distribution industry in Brazil consists of 20 LPG distribution companies or groups of companies and is regulated by the ANP. In August 2019, Copagaz, Itaúsa, Nacional Gás and Fogás entered into an agreement with Petrobras to acquire Liquigás, which was approved by CADE in November 2020 and closed in December 2020, marking the exit of Petrobras from the LPG distribution market. The agreement created Copa Energia in 2021, one of the main players in the LPG distribution market.
In addition to competing with other LPG distributors, Ultragaz competes with companies that offer alternative energy sources to LPG, such as natural gas, wood, diesel, fuel oil and electricity. While fuel oil is less expensive, LPG has performance and environmental advantages in most uses. As a result, natural gas is currently the main source of energy Ultragaz competes with.
The natural gas segment has become increasingly more competitive relative to LPG over the last years, especially in the South and Southeast regions of Brazil, as a result of increased investments in the natural gas infrastructure grid in these regions. Going forward, we expect the natural gas market to receive further investments and witness the entry of new players following the agreement between Petrobras and CADE to promote competition in the sector. For example, in July 2022, Petrobras sold its 51% stake in Gaspetro (currently Commit Gás S.A.), a holding company with a stake in piped gas distribution companies located in different states of Brazil, to Compass Gás e Energia S.A., a company controlled by Cosan.
Besides the grid development, current investments in liquified natural gas terminals will increase the supply of natural gas, which will likely facilitate small-scale operations. This type of operation competes against LPG in areas where the natural gas grid/pipes do not reach. The natural gas sector, in general, is a threat for LPG, especially for industries in the bulk segment.
To mitigate the competitive risk with natural gas, Ultragaz has been focusing its operations more on inland regions, which are far from the natural gas infrastructure grid. Besides, Ultragaz has been seeking to offer LPG to smaller bulk customers, as it tends to be more competitive than natural gas.
In 2023, the Brazilian LPG market increased by 1% compared to 2022, according to ANP data, as a result of the increase of 5% in the bulk segment, driven by the country’s economic growth, partially offset by the 1% drop in the bottled segment, due to lower market demand.
The following graph shows LPG sales volume for the Brazilian market and Ultragaz for the periods indicated.
Source: ANP
Quality. Ultragaz is the first Brazilian LPG distributor to receive ISO (International Standards Organization) certification for excellence in quality management system and to receive Prêmio Paulista de Qualidade (the state of São Paulo quality award), recognized as the best company in management system.
In order to keep improving operations, Ultragaz launched in 2021 the SOU Program (Ultragaz Operation System Program), a strategic initiative focused on cost management that applies a lean methodology to standardize and improve the efficiency and quality of its processes.
Due to the success and results achieved with the SOU Program in 2022, in 2023 Ultragaz was awarded first place in management category at the prestigious LPG Award. This event recognizes the best initiatives implemented in the LPG industry in Brazil, featuring presentations from national and international debaters.
Moreover, Ultragaz continually invests to improve the painting process at its LPG filling plants – every bottle is repainted before it is shipped to consumers. Investments in this area have been focused on modernizing the painting systems and equipment to achieve higher performance and lower carbon emissions. In this regard, Ultragaz has been using for several years solvents free of aromatic hydrocarbons and, more recently, experimenting “Bio-Paint” made of renewable plant inputs, which, we expect, should considerably reduce volatile organic compounds and CO2 emissions into the atmosphere, and therefore be more environmentally friendly.
Income tax exemption status. Brazilian legislation provides a 75% income tax reduction for businesses located in the Northeast region of Brazil, which depends on SUDENE’s formal and previous approval. Ultragaz is entitled to this tax benefit at its filling plants located at Mataripe, Caucaia, Juazeiro, Aracaju and Suape until 2024, 2025, 2026, 2027 and 2027, respectively. The total amount of SUDENE’s income tax exemption for the Ultragaz segment for the years ended December 31, 2023, 2022 and 2021, was R$64.7 million, R$56.4 million and R$19.7 million, respectively. For further information, see Note 9.c to our Consolidated Financial Statements.
B. Storage services for liquid bulk
Port infrastructure and efficiency are key factors in economic development, especially to international and regional trade development. There are three types of port management systems:
- Landlord ports: under this model, which is the most common one, both the public and private sectors are engaged in the overall management of the port, whereupon terminals are leased to private companies through concession agreements. Companies are granted long-term leases, associated with rights to operate the terminal, in exchange for fixed and/or variable payments. Under the landlord port model, the public port is responsible for maintenance and investments in infrastructure and for acting as a local regulator, whereas the private companies are responsible for maintenance and investments in infrastructure and for providing storage services to users. All of Ultracargo’s port terminals (Santos, Aratu, Suape, Itaqui, Vila do Conde and Rio de Janeiro) are in ports under the landlord port system;
- Public service ports: the port authority of public service ports performs the whole range of port-related services and is responsible for maintenance and investments in all infrastructure, which they own. These ports are formed as branches of the government but some services may be outsourced to private companies. Currently, there is no public service port in Brazil;
- Private service ports: under this model, the ports are privatized ports that are privately owned and managed, but subject to regulatory oversight. Government-owned entities can be relevant shareholders of these ports and therefore influence its management to adopt strategies in line with the public interest. The ports of Itapoá (state of Santa Catrina) and Açu (state of Rio de Janeiro) are private service ports.
The Brazilian Ministry of Ports and Airports classifies cargo into the following categories, according to the National Port Logistic Plan (NPLP):
- Solid bulk: sugar, soybeans, corn, lumber, cereal;
- Mineral solid bulk: fertilizers, coal, metals, salt;
- Liquid bulk (fuel and chemicals): oil, alcohol, chemicals, fuels;
- Liquid bulk (vegetable): vegetable oils, food, juice; and
- Containerized and general cargo: machines, equipment, furniture, food, clothing, vehicles, livestock.
According to the information presented by ANTAQ, in 2023, solid bulk accounted for 61% of all cargo handled in Brazilian ports, followed by liquid bulk (25%) and containerized and general cargo (14%).
Regulation. Port infrastructure and services in Brazil are regulated by ANTAQ, which was created in 2001 to implement, regulate and enforce guidelines established by the Ministry of Ports and Airports. The agency dedicates efforts to ensure an adequate level of competition and tariffs, and to balance the interests of clients and service providers.
Ultracargo
Ultracargo is the largest private provider of liquid bulk storage services in Brazil. The company stores and handles liquid bulk, mainly fuels, ethanol, chemicals, corrosives and vegetable oils. Through its multipurpose terminals, Ultracargo operates a wide range of products, which allows it to meet the needs of different clients. Besides other skills that allow Ultracargo to efficiently operate multipurpose terminals, the company has an important operational know-how concerning proper coating and cooling temperatures of its tanks to avoid chemical reactions that could affect the safety of the terminals.
The following chart shows the overall process of loading and unloading of liquid bulks. Apart from offering liquid bulk storage services, Ultracargo also provides services related to ship loading and unloading, operation of pipelines, logistics programming and installation engineering.
Clients. Ultracargo operates with a diversified portfolio of clients and long-term contracts. In 2023, Ultracargo’s ten largest clients accounted for 64% of its revenues, with its three largest clients (including Ipiranga, a related party), accounting for 35%. In the same period, clients with contracts in the spot model and with terms of one to three years, three to five years and more than five years accounted for 17%, 20%, 21% and 42% of its revenues, respectively.
Ultracargo’s record results and profitability in recent years are a result of its strategy of expanding capacity and gaining operational efficiency, safety and productivity, as well as opportunities associated with the energy transition. The company seeks alternatives to expand to inland operations, increasing its participation in biofuels handling, mainly ethanol, connected to the potential that Brazil has to lead the transition to a low-carbon economy.
Storage facilities. As of December 31, 2023, Ultracargo operated 8 terminals with a total storage capacity of 1,067 thousand m³, providing it with strategic positioning in the main logistics hubs in Brazil. Ultracargo’s port terminals (with exception of those in Paulínia and Rondonópolis) are multipurpose, and can store multiple types of liquid bulk according to market demand. The following table sets forth the main characteristics of each storage facility operated by Ultracargo:
Facility |
| Installed capacity
(in thousand m³) |
| Land and
infrastructure ownership |
| Transportation modals |
|
Santos (state of São Paulo) |
| 297 |
| Private (2) |
| Maritime + road |
|
Aratu (state of Bahia) |
| 218 |
| Public (leasing) |
| Maritime + road + rail + pipe |
|
Suape (state of Pernambuco) |
| 158 |
| Public (leasing) |
| Maritime + road + pipe |
|
Itaqui (state of Maranhão) |
| 155 |
| Public (leasing) |
| Maritime + road + pipe |
|
Vila do Conde (state of Pará) |
| 120 |
| Public (leasing) |
| Maritime + road |
|
Paulínia (1) (state of São Paulo) |
| 90 |
| Private |
| Road + pipe |
|
Rio de Janeiro (state of Rio de Janeiro) |
| 17 |
| Public (leasing) |
| Maritime + road |
|
Rondonópolis (state of Mato Grosso) |
| 12 |
| Private |
| Road + rail |
|
Total |
| 1,067 |
| |
| |
|
| (1) | Opla, a joint-venture with BP. Ultracargo has a 50% stake (total terminal capacity: 180 thousand m³) |
| (2) | The port of Santos operates under a landlord model, but as an exception, Ultracargo’s land and infrastructure are private (it does not operate under a concession contract) |
In 2023, Ultracargo began investing in inland terminals, with the goal of expanding its port operations. We expect that these new terminals will play a crucial role as strategic storage centers, increasing the flexibility of port terminals. With this expansion, we intend to offer even broader coverage to our customers, and provide greater operational efficiency.
Additionally, as these terminals will be integrated into the country’s main railway networks, customers will have access to more agile and reliable logistics for storing and transportation. The recent acquisitions of the Paulínia and Rondonópolis terminals represent a significant step to improve the connection between the products and services offered by Ultrapar and its subsidiaries and the Brazilian agribusiness sector.
Increases in installed capacity. In 2019, Ultracargo’s operational capacity in Santos increased by 84 thousand m³ as a result of the retrofit of 38 thousand m³ in July and the repair of 46 thousand m³ in September. In October 2019, Ultracargo added 30 thousand m³ to Itaqui’s capacity through the implementation of the first phase, out of three phases, of its expansion. Also, in 2019, Ultracargo won a bid for a greenfield terminal in Vila do Conde’s port, located in Barcarena, state of Pará. Vila do Conde is considered a strategic position for Ultracargo, since it allows the company to meet the increasing demand for fuel at the state of Pará. Ultracargo incorporated Tequimar Vila do Conde Logística Portuária S.A. in 2019 in connection with Vila do Conde’s concession. See “Item 4.A. Information on the Company—History and development of the Company—A.1. Continuing operations— Ultracargo.”
In 2020, Ultracargo’s operational capacity in Itaqui increased by 24 thousand m³ through the full implementation of the second phase and beginning of the third phase of its expansion.
In 2021, Ultracargo accomplished several milestones related to its expansion plan, consolidating its position and leadership in the liquid bulk market. In April, the company won the public auction to operate in the IQI13 area at the Itaqui port, in the state of Maranhão, where the company already operates and is the market leader. The new area will initially increase Ultracargo’s total installed capacity by 79 thousand m³ and its operations are expected to start up to 2026. Throughout 2021, Ultracargo concluded the third phase of its expansion at the Itaqui terminal, which further increased its capacity by 46 thousand m³, resulting in a total installed capacity of 155 thousand m³. At the Vila do Conde terminal, Ultracargo started its operations in December 2021, with a total installed capacity of 110 thousand m³. Ultracargo currently is the only provider of storage services for liquid bulk at this port, which marks an important step in the expansion plan for the North region.
In 2022, Ultracargo decided to discontinue its operations in Paranaguá and in 2023 the demobilization process of the storage capacity at this terminal was completed.
In 2023, Ultracargo took several actions to increase its capacity, in different locations. In April, the company signed an agreement for the acquisition of a 50% stake in Opla, held by Copersucar. The transaction was closed on July 1, 2023, and Ultracargo and BP are now co-controllers of Opla, the largest independent terminal of ethanol in Brazil. The total installed capacity of Opla’s terminal is 180 thousand m³, and thus Ultracargo’s total installed capacity was increased by 90 thousand m³. The acquisition of this stake in Opla marks Ultracargo’s entry into the inland liquid bulk storage and logistics segment, integrated with port terminals, in line with its growth plan. Opla is a strategic asset in the ethanol and derivatives distribution chain, with high growth potential and value creation, given the ability of opening the terminal to third parties and relevant productivity gains in using the asset.
Also in the second half of 2023, there was an increase of 10 thousand m³ of storage capacity in the Vila do Conde terminal due to the acquisition by Ultracargo of an asset from Ipiranga and the start of operations in a terminal in the city of Rondonópolis, in the State of Mato Grosso, also acquired by Ultracargo from Ipiranga, representing another inland terminal strategically located to handle ethanol and oil derivatives. The Rondonópolis terminal is currently under expansion, and Ultracargo expects to add 14 thousand m³ of capacity to the terminal by the third quarter of 2024.
In addition to the capacity expansion in the Itaqui port described above, Ultracargo is currently building a greenfield terminal in the city of Palmeirante, which will be the first liquid bulk terminal in the state of Tocantins. The Palmeirante terminal is expected to increase Ultracargo’s total installed capacity by 23 thousand m³ by the third quarter of 2024 and supply fuels for the states of Maranhão, Tocantins, Pará and Mato Grosso. Finally, there is also a project to expand the current Aratu terminal and build a public pier, which is expected to increase the current storage capacity by 50 thousand m³ and be completed by 2026, and a project to expand Santos’s terminal storage capacity in 34 thousand m3, expected to be completed in 2025.
Assets utilization. The following table sets forth the m³ sold at Ultracargo’s port terminals in 2023, 2022 and 2021.
|
| Volume sold (in thousand m³) |
|
Facility |
| 2023 |
| 2022 |
| 2021 |
|
Santos (state of São Paulo) | | 4,241 | | 3,729 | | 3,736 | |
Itaqui (state of Maranhão) |
| 3,732 |
| 3,432 |
| 3,026 |
|
Aratu (state of Bahia) |
| 2,848 |
| 2,807 |
| 2,778 |
|
Suape (state of Pernambuco) |
| 2,624 |
| 2,528 |
| 2,576 |
|
Vila do Conde (state of Pará) |
| 1,082 |
| 887 |
| - |
|
Paulínia (state of São Paulo) |
| 903 |
| - |
| - |
|
Rio de Janeiro (state of Rio de Janeiro) |
| 201 |
| 206 |
| 214 |
|
Rondonópolis (state of Mato Grosso) |
| 75 |
| - |
| - |
|
Paranaguá (state of Paraná) |
| - |
| - |
| 216 |
|
Total | | 15,707 |
| 13,589 |
| 12,545 |
|
Operational efficiency and technology. In 2020, Ultracargo created two innovative and strategic programs: Conecta, a digital transformation program designed to develop and improve processes across various areas of the company and enhance operational efficiency based on a new software architecture; and Soul, a new operational management model designed to optimize the terminal’s operations. In 2021, the company concluded the implementation of Conecta at the terminals of Itaqui, Suape, Vila do Conde and at its headquarters, and the implementation in all terminals was concluded in the first semester of 2023. The Soul program already demonstrates notable gains related to continuous improvement in processes and management methods, in addition to reduction in waste, optimization of operational processes, increased productivity and safety standards.
Competition. Ultracargo remains among the leaders in all the ports in which we operate. According to ABTL, Ultracargo’s market share in product storage in 2023 was 100% in Rio de Janeiro, 67% in Aratu, 44% in Itaqui, 32% in Suape, 21% in Santos and 100% in Vila do Conde. Ultracargo’s national geographic presence represents a competitive advantage compared to local operators, allowing it to offer differentiated proposals to customers compared to other players.
Ultracargo operates in a highly regulated and capital-intensive market. Terminal lease contracts are usually long-term, as well as contracts with clients. Port competitiveness and overall structure are important factors to determine the most efficient route for each product. At the same time, the terminal’s operational efficiency, quality of service, capacity, and price level are factors to determine which operator will be more competitive within the port.
Ultracargo’s main competitors are:
- Cattalini: is the largest liquid bulk operator in Paranaguá port, with 610 thousand m³ of installed capacity;
- Ageo: is the largest liquid bulk operator in Santos port, with 510 thousand m³ of installed capacity; and
- Vopak: is one of the world leaders in tank storage and operates terminals in Santos and Aratu.
The following table sets forth the market share of private providers of liquid bulk storage in port terminal in terms of volume handled according to ABTL in 2023, 2022 and 2021:
|
| Market share – Volume handled (tons) |
|
|
| 2023 |
| 2022 |
| 2021 |
|
Ultracargo |
| 23.8% |
| 24.7% |
| 24.9% |
|
Cattalini |
| 17.8% |
| 17.3% |
| 15.8% |
|
Ageo |
| 13.0% |
| 13.0% |
| 13.2% |
|
Odfjell |
| 8.8% |
| 9.9% |
| 8.7% |
|
Vopak |
| 7.0% |
| 7.1% |
| 8.3% |
|
TFB S/A |
| 5.9% |
| 6.6% |
| 6.6% |
|
Others |
| 23.7% |
| 21.4% |
| 22.5% |
|
In addition to competing with players operating at the same terminal, in some cases, two or more different terminals may have overlapping areas of influence.Furthermore, some of our main clients are fuel distributors (such as Ipiranga). These companies also have their own capacity for fuel storage and can expand their logistics infrastructure, reducing the demand for Ultracargo’s storage services and even offering storage services to other distributors.
Maintenance and quality control. We believe that Ultracargo stands out for its engineering and project execution skills, which is fundamental in the capital-intensive logistics infrastructure segment. During the design phase of each terminal, Ultracargo creates a preventive maintenance program, considering a schedule for rotational tank shutdowns to ensure storage supply and meeting all clients’ needs. In addition, Ultracargo has a team of employees dedicated to ensuring appropriate level of quality in its services and compliance with safety standards.
Environmental, health and safety standards. Ultracargo is subject to Brazilian federal, state and local laws and regulations relating to environmental protection, safety, and occupational health and safety licensing by the fire department. CONAMA is the main responsible body for ruling and accepting matters with respect to the environment. Environmental state agencies and municipal departments are also responsible for establishing and supervising complementary laws and regulations. Ultracargo must also obtain authorizations and/or licenses from federal, state, and/or municipal environmental agencies and fire departments to implement and operate their facilities. Ultracargo is required to develop and implement programs to control air and water pollution and hazardous waste, emergency plans for its terminals and headquarters. Some of the products stored in Ultracargo’s terminals such as fuel and some chemicals may be classified as hazardous by The International Maritime Dangerous Goods Code (IMDG), which is also used by ANTAQ. The storage and transport of these products may be subject to specific regulation and authorization by the port authority. Ultracargo is in compliance with international standards such as ISO 9001, ISO 14001 and ISO 45001.
Quality. In 2002, Santos and Rio de Janeiro’s terminals obtained an ISO 14001 certification and the OHSAS 18001 certificate in the next year. In 2007, Ultracargo’s terminal in Aratu obtained an ISO 14001 certification and then, in 2012, obtained the OHSAS 18001 certificate. In 2011, Suape terminal obtained an ISO 14001 certification and the OHSAS 18001 certificate in the next year. In 2015, Itaqui terminal obtained both an ISO 14001 and the OHSAS 18001 certifications. Since then, Ultracargo’s terminals have undergone several re-certification processes, most recently in 2021.
In 2020, Ultracargo launched the vital quality management system, which consists in a group of best practices regarding safety, environment, and risk mitigation, and is applied in all of the company’s terminals. This system is currently under review, in accordance with the Soul operational management model. Also, in 2020 and 2021, all terminals were evaluated according to the first stage of certification by ISO 45001.
In 2023, Ultracargo’s terminals at Aratu, Itaqui, Rio de Janeiro, Santos and Suape were certified in ISO 9001, ISO 14001 and ISO 45001.
Fire at storage facilities in Santos. In 2015, a fire occurred in six ethanol and gasoline tanks operated by Ultracargo in Santos, which represented 4% of the company’s overall capacity as of December 31, 2014. The Civil and Federal Polices investigated the accident and its impacts and concluded that determining the cause of the accident and identifying any specific actions related to the cause was not possible. Accordingly, there was no criminal charge against either any individual or Ultracargo, by such authorities. Notwithstanding, on February 21, 2018, the Federal Criminal Court of Santos accepted a criminal indictment filed by the Federal Public Prosecutor’s Office against Ultracargo Logística (formerly Tequimar), which presented its defense against these charges, after being summoned in June 2018.
In 2017, Ultracargo obtained the licensing required for the return to operation of 67.5 thousand m³ of the total of 151.5 thousand m³ affected by the fire. The remaining tanks (84 thousand m³) resumed operations between July and September 2019.
In 2019, Ultracargo signed a partial Conduct Adjustment Agreement (“TAC”) with the Federal Public Prosecutor’s Office and the State Public Prosecutor’s Office in the amount of R$67.5 million for the implementation of actions to offset the impacts caused to the Santos estuary following the fire at the Ultracargo terminal in 2015. Such amount was already paid in full by Ultrapar. Negotiations of indemnification for other alleged environmental damages are still in progress with the Federal Public Prosecutor’s Office and the State Public Prosecutor’s Office and, once finalized, Ultracargo may need to make future disbursements that are not currently provisioned, which may adversely affect our results of operations.
In addition, Ultracargo agreed to a deferred prosecution agreement in 2019. Pursuant to the terms of the deferred prosecution agreement, the prosecution by the 5th Federal Criminal Court of Santos was initially suspended until September 2021 and Ultracargo agreed to an additional compensation of R$13.0 million to a social project in Santos. Considering that Ultracargo complied with the obligations assumed in the TAC, at the end of the suspension period, Ultracargo requested the criminal proceeding to be closed by the court, which was granted on June 23, 2022, with recognition of compliance with the imposed conditions.
Therefore, the measures pursuant to an agreement signed between Ultracargo and the Public Prosecutor’s Office in relation to certain alleged environmental damages are in process of being implemented. As a result of the evolution of the regulation process with insurers, as of December 31, 2016, the company recorded insurance receivables in the amount of R$366.7 million and indemnities to customers and third parties in the amount of R$99.9 million in its balance sheet. In the first quarter of 2017, Ultracargo received the full amount from the insurers. On February 4, 2021, the subsidiary paid the remaining balance related to the TAC, without pending and/or additional financial obligation arising from such commitment assumed. Between December 31, 2021, and December 31, 2023, there were no extrajudicial claims. See “Item 8.A. Financial information—Consolidated statements and other financial information—Legal proceedings.”
Income tax exemption status. Brazilian legislation provides a 75% income tax reduction for businesses located in the Northeast region of Brazil, which depends on SUDENE formal and previous approval. Ultracargo’s terminals at Itaqui, Suape and Aratu are entitled to the tax benefit up to 2025, 2030 and 2032, respectively. The total amount of SUDENE’s income tax exemption for Ultracargo for the years ended on December 31, 2023, 2022 and 2021 was R$44.3 million, R$37.1 million and R$27.4 million, respectively. For further information, see Note 9.c to our Consolidated Financial Statements.
C. Fuel distribution
The Brazilian fuel market comprises the distribution and marketing of diesel, gasoline (including aviation gasoline), ethanol, fuel oil, kerosene (including aviation kerosene) and natural gas for vehicles (NGV). In 2023, diesel represented 48% of the volume of fuel distributed in Brazil, followed by gasoline and ethanol, representing 34% and 12%, respectively.
The distribution of fuels (gasoline, ethanol, and diesel) is made mainly through three channels, as follows:
- Service stations, which serve final retail consumers;
- Large consumers, mainly industries and fleets; and
- Retail—wholesale resellers—TRR, specialized resellers that distribute diesel to medium and small volume end-users.
The following chart shows the fuel distribution process in Brazil:
Imported products arrive at the port terminals and are then sent to primary bases via road, railway, river and/or cabotage and to secondary bases via road, railway and/or river.
Oil-derivative products are transported from refineries and port terminals to storage terminals via pipelines, coastal or river shipment and trucks. Distribution of oil-derivative products is carried out through an extensive network of primary and secondary storage terminals. Primary storage terminals are generally located near refineries and ports and are used either to store products to be sold to customers or to be transported to secondary storage terminals.
Transportation of oil-derivative products between primary and secondary storage terminals is carried out by pipelines, railroads, trucks and coastal or river barges. Purchases from ethanol mills are usually sent via road and rail to primary and secondary bases, and via pipelines only to primary bases. Delivery to service stations, large consumers and TRRs is made exclusively by trucks.
All gasoline sold in Brazil must contain a certain proportion of anhydrous ethanol that can vary from 18% to 27%, according to Law No. 9,478/97, as amended. The CNPE establishes the percentage of anhydrous ethanol that must be used as an additive to gasoline (currently, at 27% in regular gasoline and 25% in additive/premium gasoline).
On January 13, 2005, in accordance with Law No. 11,097, “Programa Nacional de Biodiesel” (the National Biodiesel Program) was created. Since 2008, a certain amount of biodiesel has been required to be added to diesel. In addition, some changes were required in the distributors’ facilities, as well as the restructuring of its logistics. The Resolution 8/23 of the CNPE, fixed the mandatory blending rate at 14% from March 2024 to March 2025. According to this Resolution, the mandatory blending rate should increase 1% per year, reaching 15% in March 2025.
In addition, as of the date of this annual report, the Combustível do Futuro (Fuel of the Future) bill is under discussion in the Brazilian Senate. This bill, which aims to reduce carbon emissions and promote biofuels, is expected to set forth critical thresholds impacting the fuel distribution sector in Brazil, including: (i) a target to gradually increase the biodiesel blend required in diesel by 1% per year, from 15% in 2025 to 20% in 2030, (ii) a mandate of a maximum of 3% blending of HVO (Hydrotreated Vegetable Oil, most commonly known as renewable diesel or green diesel) in diesel, and (iii) an expansion of the range of ethanol blend in gasoline that could be required by the competent authority. Furthermore, the bill also proposes regulations for Sustainable Aviation Fuel (SAF), Carbon Capture and Storage (CCS), synthetic fuels (e-fuels), biomethane and others.
“Gasoline A” (as it is known in its unmixed form) and diesel are mixed with anhydrous ethanol and biodiesel, respectively, at the distributors storage terminals which are then sold to service stations, large consumers and TRRs.
Supply. According to ANP, Petrobras is the most relevant domestic supplier of oil derivatives, accounting for 84% of the Brazilian refining capacity as of December 31, 2023. There are currently 19 oil refineries in Brazil, 10 of which are owned by Petrobras. In November 2021, based on the commitment signed by Petrobras with CADE in June 2019, Petrobras closed the sale of the Landulpho Alves Refinery (RLAM), located in Bahia, and in August 2022, CADE approved the sale of Isaac Sabbá Refinery (REMAN), located in Manaus. Also, in the second semester of 2023, Petrobras completed the sale of Potigar Clara Camarão Refinery (RPCC), located in Rio Grande do Norte.
The supply from Petrobras to distributors in general is governed by an annual contract that outlines operational conditions, rights and duties, penalties, among other topics. For the volume supply, a commitment is established for each quarter of the year, with the initial proposal of a minimum volume per product sent by Petrobras based on the volume of each distributor for the last three months. Petrobras ensures the delivery of this volume while distributors (such as Ipiranga) incur a penalty if they consume less than the minimum volume. Distributors must then place monthly orders that comply with the minimum volumes but are able to place additional orders depending on their needs. Petrobras is not required to supply all the volume requested by such distributors and then notifies them in advance of how much will be delivered (which became known as “quota cuts”).
Brazilian refineries are located predominantly in the South, Northeast and Southeast regions of Brazil. Petrobras’s total refining capacity in December 2023 was approximately 1.7 million barrels per day. The overall product yield for Brazilian refineries in 2023 was 38% diesel, 23% gasoline, 15% fuel oil, 7% LPG and 17% other products.
Since the end of 2021, Petrobras announced that it would cease to guarantee the supply of fuels to the Brazilian market and informed distributors that a portion of their fuel purchase orders would not be fully met. As a result, fuel distribution companies, including Ipiranga, were required to purchase part of their fuel needs in the international market and, during some periods, prices of imported fuels might be materially different from those charged by Petrobras. In 2023, 24% and 12% of diesel and gasoline, respectively, were imported, and the remaining were supplied by local refineries.
The ongoing hostility between Russia and Ukraine led to significant developments in the international trade flow of oil-based fuels. Due to the banning of Russian diesel imports by most of the countries of the European Union and the price cap (maximum price that importers could pay for Russian diesel) imposed by G7 countries, Russia sought new destinations for its exports. Thus, in 2023, through competitive prices, Russia became the main supplier of diesel to Brazil, surpassing the United States, which had been the largest supplier until then.
Source: Comex Stat.For more information on the risks related to the conflict between Ukraine and Russia, see “Item 3.D. Key information—Risk factors—Our businesses, financial condition and results of operations may be materially and adversely affected by a general economic downturn and by instability and volatility in the financial markets, including as a result of the conflict between Ukraine and Russia and the conflict involving Hamas and Israel.”
The ethanol fuel market in Brazil consists of corn and sugarcane mills, producing sugar, ethanol, and dried distillers grains (DDG). In 2023, 84% of the ethanol produced in Brazil was from sugarcane and 16% was from corn. Ethanol production from sugarcane occurs approximately eight months per year and ethanol from corn runs through the whole year. Since sugarcane can either be used to produce ethanol or sugar, from a sugarcane producer’s perspective, the production ratio between ethanol and sugar is determined based on the prices of ethanol and sugar in the Brazilian and international markets. Although ethanol production is subject to favorable climate conditions, the risk of interruptions in supply is mainly restricted to the end of the harvest. A portion of the production is stored in the distilleries to meet demand during the inter-harvest season. Distilleries produce two types of ethanol: (i) anhydrous ethanol, which must be blended with gasoline “A” and (ii) hydrated ethanol, which is essentially used for flex fuel vehicles. Unlike oil-derivatives, ethanol is purchased from several producers.
Biodiesel is purchased from several biofuel producers in Brazil, and its main feedstocks are soybean oil and tallow. As of December 31, 2023, there were 61 biodiesel producers, located predominantly in the Midwest and South regions. Brazil’s biodiesel production in 2023 was 8 billion liters.
Demand. Fuel demand in Brazil is mainly segregated into demand for Otto cycle fuels (which comprises gasoline, ethanol and NGV), intended for light vehicles, and diesel, intended mainly for heavy-duty vehicles.
Historically, a high positive correlation is observed between the behavior of the diesel market and the Brazilian GDP, which has been the primary indicator for consumption projections. Demand may also be influenced by potential increases in the biofuel blend on gasoline and diesel, as well as the long-term impact of other decarbonization initiatives.
The expansion of Otto cycle fuel demand is related to the growth of the light vehicle fleet and, consequently, to the availability of credit and disposable income for the purchase of new vehicles, as well as the country’s economic activity.
According to ANFAVEA, approximately 2.2 million new light vehicles were registered in Brazil in 2023, an increase of 11.2% compared to 2022, driven by incentives of the Brazilian government for car purchases. Last year, flex-fuel vehicles, whose engines are adapted to run on gasoline, ethanol, or any combination of the two, accounted for 83% of the country’s vehicle registrations, followed by diesel-powered light commercial vehicles (10%), electric or hybrid vehicles (4%) and gasoline-only passenger cars (3%).
According to ANP data, the fuel distribution market (which comprises gasoline, ethanol, and diesel) grew by 5.0% in 2023 compared to 2022, with an increase of 6.5% in gasoline and ethanol, following the increase in the light vehicle fleet, and 3.6% in diesel, in line with Brazilian GDP growth.
Due to its economic role, the fuel demand presents a relatively low sensitivity to prices. As a reference, in the last five years, the standard deviation of diesel volume was approximately 5% of the average volume in the period, whereas the same calculation for diesel prices indicates a volatility of 39%. As shown in the graphs below, despite the increase in fuel prices in Brazil in recent years, the trend in volumes has also been one of growth.
Sources: ANP and Bloomberg
The role of the Brazilian government. The Brazilian government regulated the pricing of oil and oil-derivative products, ethanol, natural gas and electric energy until 1990. From this time onwards, the Brazilian oil and gas sector has been significantly deregulated. Until the adoption of the Petroleum Law in 1997, the Brazilian government maintained strict control over the prices that could be charged by (i) refineries to distributors, (ii) distributors to service stations and other channels and (iii) service stations to end-users. The Petroleum Law allowed the import of gasoline, ended the policy of price table, established the white flag stations, and released the entry of new distributors and importers. Currently, there is no legislation or regulation in force giving the Brazilian government power to set oil-derivative and ethanol fuel prices.
With the discovery of the pre-salt reservoirs, the Brazilian government adopted a series of measures in the regulatory environment, establishing a new legal framework for the oil industry, which may result in a series of regulations, such as production-sharing and concession contracts, among others. This discovery has been bringing a new scenario for the sector, which may, in turn, attract major investments and improvements in infrastructure with the addition of new refineries, highways, pipelines, platforms, ports and ships, among others.
Taxation. The taxes applicable to the fuels sold by Ipiranga, which are mainly diesel, gasoline, and hydrated ethanol, are: (i) PIS/COFINS and CIDE, under the responsibility of the federal government, and (ii) ICMS, under the responsibility of the Brazilian states. Due to the increase in fuel prices, in 2022, the federal government temporarily extended exemptions of PIS and COFINS and CIDE taxes applied on diesel to gasoline, LPG and ethanol. As of the date of this annual report, the full exemption is no longer in place for gasoline and ethanol, but different percentages of discounts for both fuels are still under discussion by congress. State taxes were also cut down by Law No. 194/22, which reduced the ICMS tax rate. Moreover, constitutional amendment 123/22 states that biofuel taxes should be lower than fossil fuel taxes, in order to enhance the competitiveness of the former.
In addition, Law No. 192/22 determined that states should standardize ICMS tax rates on diesel and gasoline throughout the country and that the producer or importer should be the sole taxpayer of this tax. After states litigated both Laws No. 192/22 and No. 194/22, it was agreed that the ICMS taxation regime should start on May 1, 2023, for diesel and June 1, 2023, for gasoline.
Thus, a summary of the taxes applied to each of the main fuels sold by Ipiranga is presented below:
- Gasoline: taxation of the PIS/COFINS and CIDE taxes applies to the producer or importer in full. For ICMS, a single-phase taxation method is applied, at a fixed and uniform amount nationwide. This single-phase taxation was implemented as of June 1, 2023, due to Supplementary Law No. 192/22. As of the date of this annual report, the tax rate for PIS/COFINS, CIDE and ICMS were R$793/m³, R$100/m³ and R$1,372/m³, respectively;
- Diesel: taxation of PIS/COFINS applies to the producer or importer in full (CIDE tax rate is currently zero). For ICMS, a single-phase taxation method is applied, at a fixed and uniform amount nationwide. This single-phase taxation was implemented as of May 1, 2023, due to Supplementary Law No. 192/22. As of the date of this annual report, the tax rate for PIS/COFINS and ICMS were R$352/m³ and R$1,064/m³, respectively; and
- Hydrated ethanol: taxation of PIS/COFINS occurs in two stages: a portion is paid by the producer or importer, and another portion is paid by the distributor. For ICMS, the tax substitution method is applied, in which ICMS is paid by the distributor and is generally based on the PMPF (weighted average final price), published biweekly by CONFAZ. As of the date of this annual report, the tax rate for PIS/COFINS and ICMS were R$242/m³ and a range between 12% and 22% of the PMPF (each state defines its own tax rate), respectively.
At the end of 2023, the Tax Reform was approved by the Brazilian Congress and promulgated in the same year. As to consumption taxes, all federal taxes (PIS/COFINS and IPI) will be consolidated into a single tax called CBS (Contribution on Goods and Services), while state and municipal taxes (ICMS and ISS) will be unified to form the IBS (Tax on Goods and Services). It is expected that the new taxes (IBS and CBS) will be concentrated on the refineries, ethanol/biofuel plants and importers. This would be a major improvement, considering that most of the segment tax evasion occurs in the ethanol chain, which is not single-phase charged in the current legislation.
The role of Petrobras. Since its establishment in 1953, Petrobras maintained a legal monopoly in the exploration, production, refining, importing and transporting of crude oil and oil products in Brazil and its continental waters. This monopoly was confirmed in Brazil’s federal constitution enacted in 1988. As a result, Petrobras has historically been the sole supplier of oil and oil-derivatives in Brazil.
In November 1995, Petrobras’ monopoly was removed from the federal constitution by a constitutional amendment approved by the Brazilian Congress. According to this amendment, other state and private companies are permitted to compete against Petrobras. This amendment was also reflected in Law No. 9,478/97, which limited Petrobras’ monopoly to a maximum period of three years. Law No. 9,478/97 prescribed that the termination of Petrobras’ monopoly would be accompanied by the deregulation of oil, gas, and oil-derivative product prices, and created a new regulatory agency, ANP, to oversee all oil-related activities. However, Petrobras is still the largest domestic oil-derivative supplier of oil and oil-related products, including LPG, and oil-derivative fuels in Brazil, even though there are no legal restrictions on the operations of other suppliers or to imports.
Prices of fuels. In 2022, oil prices showed high volatility, mainly due to uncertainties regarding the supply of derivatives as a result of the conflict between Russia and Ukraine. During this period, Petrobras maintained its price adjustment policy linked to the international diesel and gasoline market and the Brazilian government implemented policies to lower the cost of fuels such as the exemptions of federal taxes and the reduction of state taxes for diesel and gasoline.
In May 2023, Petrobras announced a new commercial strategy for setting diesel and gasoline prices, thus replacing its pricing policy in which the import parity prices were the sole reference. The new pricing model considers the international market dynamics and also national pricing references such as the customer alternative cost and the marginal value for Petrobras.
The conflict between Israel and Hamas significantly impacted the fuel prices in 2023. In October 2023, Hamas attacked Israel, with Israel then declaring war on Hamas in the Gaza Strip. The conflict occurs near the Middle East, a region particularly sensitive to the global trade of oil and derivatives, due to the presence of major oil producers, such as Saudi Arabia and Iran, despite not involving them directly. Another development of the conflict was the attacks in the Red Sea by the Houthi group. Since mid-December 2023, Iran-backed Houthi rebels in Yemen have carried out numerous attacks on vessels in the Red Sea area, traveling through the Suez Canal, one of the major maritime routes in the world, ostensibly in response to the Israel-Hamas war. Afraid of attacks, many shipping companies have suspended transit through the Red Sea, which has affected trading patterns, rates and expenses.
The following graphs show the price volatility of fuels acquired by the distributors from Petrobras’ refineries compared to the import parity price of the last three years.
Source: Petrobras, Nymex, Bacen and Argus. Import parity prices are referenced in prices of the port of Paranaguá.
Ethanol prices are freely charged by ethanol producers.
The role of ANP. ANP is responsible for the control, supervision and implementation of the Brazilian government’s policies with respect to activities related to oil, natural gas and biofuels. ANP regulates all aspects of the industry, from the exploration and/or production, transportation to the sale of these products, including product quality standards, to the minimum storage capacities required to be maintained by distributors with respect to oil and oil products in Brazil. The ANP Resolution 58/14, as amended, establishes that a fuel distributor, in order to operate in Brazil, must obtain an operating authorization and meet certain minimum requirements of operation, including:
• Minimum paid-in capital of R$4,500,000.00; and
• Proof of financial capacity equivalent to expected volumes to be sold (proof of such capacity may include proof of ownership of assets, insurance, or a bank guarantee).
ANP is also responsible for establishing the limits of oil-based fuel volume purchased by distributors based on their storage capacity. Fuel distributors are required to provide to ANP monthly reports showing their previous month sales.
Fuel distribution for service stations and large consumers may only be carried out by a registered distributor. TRRs are allowed to trade only diesel, lubricants, and grease to small-end consumers. The construction of storage facilities and approval for new retail sellers to operate is subject to the prior approval of ANP. Service stations and storage facilities may only begin operations after ANP inspections.
The roles of ABD and Sindicom. ABD is the association that represents the interests of major Brazilian players of the downstream oil and gas supply chain in discussions before federal and state governmental bodies and presents its members perspectives on relevant laws, regulations, and bills. The association was formed in 2020 as part of IBP and its primary purpose is to promote uniform standards for industry regulation and to provide a forum in which members can discuss matters affecting the industry and downstream sector. Prior to ABD, Sindicom, founded in 1941, was the main association responsible for representing the interests of fuel and lubricant distributors in Brazil. Now, most of its previous actions are concentrated in ABD, while Sindicom currently focus on taking judicial action on matters in connection with this sector.
Environmental, health and safety standards. Fuel distributors are subject to Brazilian federal, state, and local laws and regulations relating to environmental protection, safety and occupational health and safety licensing by the fire department and transportation. CONAMA is the main responsible body for ruling and accepting matters with respect to the environment. Environmental state agencies and municipal departments are also responsible for establishing and supervising complementary laws and regulations within its areas of operation. Fuels may be transported only under special conditions. In Brazil, transportation of dangerous products is regulated, and the regulations cover all types of transport.
Fuel distributors must obtain authorizations and/or licenses from federal, state and/or municipal environmental agencies and fire departments to implement and operate their facilities. They are required to develop programs to control air and water pollution and hazardous waste. Emergency plans for its plants and headquarters, involving communities, public companies and other private companies must also be implemented. Additionally, fuel distributors must also comply with laws from the Ministry of Economy, which prescribes occupational health and safety standards. To maintain a safe and healthy workplace, companies must carry out comprehensive occupational health and safety programs.
Decarbonization credits. The RenovaBio Program was designed to support Brazil’s COP21 goals and was launched in 2016 by the Ministry of Mines and Energy, instituted as the “National Biofuels Policy.” RenovaBio’s goal is to reduce carbon emissions and encourage the consumption and production of biofuels in Brazil, contributing to a higher share of renewable fuels in Brazil’s energy matrix. This program foresees that biofuel producers will generate CBios in an amount related to the volume produced, and distributors receives decarbonization targets according to the volume of oil products sold in the previous year, to their share of CO2 emissions in gasoline and diesel, and then they are required to acquire CBios to achieve those targets. The CBios acquired are recorded at acquisition cost and are settled in the year to fulfill the individual target set by ANP. In December 2019, the RenovaBio Program was fully implemented.
In 2022, CBios prices increased and reached more than R$200 per CBio in July 2022, raising concerns from the government about the liquidity of the program. In order to reduce the prices, the government changed the final compliance date related to 2022 fiscal year, from December 2022 to September 2023 and prices reduced in August 2022. Ipiranga’s target for 2023 was 7.1 million CBios, 17.3% of the total market obligation.
Ipiranga
Ipiranga was established in 1937 and is one of the largest fuel distributors in Brazil, according to ANP, with 17.7% market share in 2023 in terms of diesel, gasoline, and ethanol sales volume. Ipiranga distributes diesel, gasoline, ethanol, NGV, fuel oil, kerosene, arla 32, lubricants, and greases nationwide through its network of 5,877 service stations and 85 storage terminals as of December 31, 2023.
Ipiranga’s fuel distribution
Ipiranga operates in the retail segment of the fuel distribution market through a network of service stations operating under the Ipiranga brand throughout Brazil and, to a significantly lesser extent, through spot sales to un-branded (white flag) service stations. Sales volumes from the service stations network accounted for 78% of Ipiranga’s total sales in 2023. Ipiranga also operates in the business-to-business (B2B) segment with around 7 thousand customers, such as state and municipal governments, industries, and cargo and passenger transportation fleet owners. Distribution to B2B accounted for 22% of Ipiranga’s sales in 2023.
In 2023, Ipiranga’s sales volume remained stable. Diesel sales decreased by 1%, while the volume of Otto cycle was 2% higher, with an increase of 4% in ethanol and 2% in gasoline.
The table below shows Ipiranga’s sales of fuels by-products:
| The year ended December 31, |
|
| 2023 |
| 2022 |
| 2021 |
|
| (in thousand m³) |
|
Diesel | 12,093.0 |
| 12,214.6 |
| 11,805.7 |
|
Gasoline | 7,820.5 |
| 7,645.0 |
| 7,051.8 |
|
Ethanol | 2,651.3 |
| 2,558.9 |
| 2,938.9 |
|
Lubricants | 275.2 |
| 259,3 |
| 286.3 |
|
Others (1) | 265.0 |
| 392.0 |
| 394.1 |
|
Total volume sold | 23,105.1 |
| 23,069.8 |
| 22,477.0 |
|
(1) Includes NGV, fuel oil, kerosene and arla 32.
Network of service stations. Three types of arrangements between distributors and service station operators are generally used in the fuels industry: (i) the distributor owns the land, equipment and buildings for a service station and leases to an operator, (ii) a third party owns the land, leases it to a distributor who constructs a service station facility or makes improvements to an existing facility and leases the station to an operator and (iii) the operator or a third party owns the land and constructs a service station facility or makes improvements to an existing facility, which is typically financed by the distributor (the most common practice in Brazil).
Agreements between distributors and operators of service stations are generally exclusive for a given period. In exchange for being an exclusive reseller, the operator is granted the right to operate under the distributor’s brand name. The agreement might also include provisions related to the leasing of pumps and tanks, layout standards, training, quality control, technical and financial support, marketing and advertising support and franchises for complementary services, such as convenience stores (AmPm) and lubricant servicing franchises (Jet Oil).
Responsible for 78% of Ipiranga’s sales in 2023, the retail segment of the fuel distribution market had, as of December 31, 2023, a network of 5,877 service stations operating under the Ipiranga brand throughout Brazil, of which 714 were located on land owned by or leased to Ipiranga, while 5,163 were located on land owned by third parties. In 2023, 89% of these stations were in urban areas, whereas the remaining 10% were on highways.
Furthermore, network management and engagement have been one of the main fronts on which Ipiranga’s management has focused its attention last years, and are one of the four pillars of Ipiranga’s turnaround plan. During 2022 and 2023, Ipiranga conducted a legacy management process of its service stations, with a complete review of the network to optimize operations and to allow Ipiranga to strengthen its relationship with resellers that are considered true business partners, engaging with them in a close and transparent manner.
B2B (Business to business). Ipiranga operates in the B2B segment with around 7 thousand clients, such as state and municipal governments, industries, cargo and passenger transportation fleet owners, TRRs and others. In 2023, Ipiranga’s ten largest clients in B2B segment accounted for 19% of its revenues in this segment. Distribution to B2B represented 22% of Ipiranga’s total sales in 2023.
Ipiranga has implemented a differentiated strategy in the B2B segment, offering a variety of premium products and technological services to provide better customer experience and to promote customer retention. Ipiranga’s goal is to continue to develop new products and services to meet the needs of its B2B clients in the various segments in which it operates and become the first choice of corporate consumers. To achieve this, Ipiranga’s B2B team relies on a group of highly skilled and experienced professionals dedicated to multiple projects designed to provide new solutions to the B2B market.
Contracts. The relationship between Ipiranga and its clients is generally governed by exclusive supply contracts with terms ranging from one to five years. The types of contracts change according to the distribution channel. For service stations, contracts usually have terms of three to five years. Our commercial strategy includes the concession of bonus agreements, which can be paid upfront (received on the signing of the contract) and/or post-paid (through the achievement of certain targets defined in contract). For the B2B segment, Ipiranga sells fuels under exclusive supply contracts, with terms ranging from one to three years on average, or in the spot market. Ipiranga has been working to increase the percentage of supply of fuels in the B2B segment under exclusive supply contracts by providing additional services and generating value to its clients.
Storage of fuels. Ipiranga stores its fuels in large tanks at each of its facilities located throughout the regions in which it operates. For more information on how fuels are transported from refineries or port terminals to the storage facilities, see “Item 4.B. Information on the Company—Business overview—Industry and regulatory overview—C. Fuel distribution.” In 2023, Ipiranga’s storage capacity was 1,075 thousand m³, including the guaranteed storage capacity as per storage contracts with other companies, such as Ultracargo. Based on its 2023 average sales, Ipiranga can store approximately 11 days of fuel supply.
In 2021, we had the start-up of the operations of the SPEs of Cabedelo (state of Paraíba) and Belém (state of Pará), in addition to the beginning of the operations of the shared base of Miritituba (state of Pará), which has 21 thousand m³ of static capacity and in which Ipiranga, Vibra and Raízen hold equal stakes. In the second half of 2021, Ipiranga started the construction of a shared base in Fortaleza (state of Ceará), which started operating in February 2023, and has a total static capacity of 21 thousand m³, with Ipiranga holding 60% of it. In December 2021, Ipiranga also started contracting a static capacity of 25 thousand m³ at Ultracargo’s terminal in Vila do Conde (state of Pará).
In August 2023, Ipiranga won the concession of the area MAC12 at the Maceió port, located in the state of Alagoas. The area will be operated by Ipiranga for at least 25 years, and has a storage capacity of 14 thousand m³. This area was shared between Ipiranga, Vibra and Raízen until 2023, and from 2024 onwards it will be used only by Ipiranga. In September 2023, Ipiranga sold the Rondonópolis base to Ultracargo, located in the state of Mato Grosso, due to synergies with Ultracargo’s terminal in Paulínia (state of São Paulo). In November 2023, Ipiranga also acquired 33% of an operational shared base in Marabá, located in the state of Pará. Raízen and Vibra also hold equal stakes of this base.
AmPm
AmPm convenience store is the eighth largest franchise network in the country, according to ABF’s ranking in 2023, with 1,540 stores, a penetration of 26% in Ipiranga’s service stations as of December 31, 2023.
Since 2013, AmPm has had its own supply structure (AmPm Suprimentos), which has four distribution centers in the states of Rio de Janeiro, São Paulo, Rio Grande do Sul and Paraná. This initiative aims to streamline AmPm operations, improve the franchisees’ competitiveness and ensure a higher quality of product assortment, which we expect will value for clients and franchisees.
In 2019, AmPm was segregated from Ipiranga and became a standalone business unit, in order to strengthen its network, promote greater agility and increase the company’s profitability. AmPm has a management team fully dedicated to the business and is implanting specialized retail systems, and key business processes. Also in 2019, AmPm started its company-operated stores, which are used to develop the franchise model and be a reference of operational excellence for franchisees. We believe these stores increase the engagement of franchisees with the business and help to maintain operational standards. AmPm’s company-owned operations are intended to (i) strengthen the franchise model, (ii) achieve operational excellence, (iii) boost the profit of the business model, (iv) test the business model, and (v) work as a transitional operation model when franchisees withdraw or until we believe the franchise model is sufficient to lead to critical mass and turnover in the region where own stores are located. In December 2023, AmPm had 175 company-operated stores.
In 2020, AmPm launched its new store concept, which allows the consumer to have a more fluid experience at the stores, focusing on food service. The new concept provides consumers with a more intuitive and intelligent shopping experience in a better environment. The new model has a comprehensive digital services package which is offered on the main marketplaces in Brazil, in the delivery applications, abastece aí and in other company-operated stores solutions. In December 2023, AmPm had 442 stores using the new concept, of which 75 were company-operated stores and 367 were franchises.
In 2023, AmPm initiated a pilot project based on the “store-in-store” concept, entering into exclusive partnerships with renowned brands, such as Pizza Hut, Nathan’s Famous, Oakberry, and Mr. Cheney Cookies. This initiative involves integrating a variety of products from these brands into AmPm’s stores, providing an opportunity to reach new consumers and locations. In addition, in 2024, AmPm established a joint venture with Krispy Kreme to operate Krispy Kreme branded stores, and also to have exclusivity to sell Krispy Kreme products in its convenience stores.
AmPm is also testing a new store innovative model, distinct from traditional service station locations and instead situated within commercial buildings, hospitals and universities, called AmPm Office. In 2023, two AmPm Office units were established, both operated by the company. These stores follow the store-in-store format, with a cozy and relaxed layout.
The table below shows the highlights of AmPm stores:
| 2023 |
| 2022 |
| 2021 |
Number of stores | 1,540 |
| 1,598 |
| 1,841 |
Penetration in service stations (1) | 26% |
| 24% |
| 26% |
Revenues (in millions of Reais) | 2,039.5 |
| 1,929.7 |
| 1,751.9 |
(1) Calculated based on the number of AmPm’s stores in relation to the number of Ipiranga’s gas stations
AmPm revenues include a fixed franchising fee and a percentage of total revenues, which generally range between 4% and 8%. We also receive merchandising fees linked to contracts with suppliers, which establish trade agreements for the convenience stores. We believe the service stations convenience stores sector has potential for continued growth, mainly due to the shifts in cultural and household habits, such as (i) higher participation of women in the labor market, (ii) the increase of single-person households and smaller apartments, and (iii) urbanization, increasing population density and logistical complexity, among others.
Jet Oil
The Jet Oil business unit, Ipiranga’s lubricant-changing and automotive specialized service network, is the 14th in ABF ranking among all kind of franchises. Jet Oil ended 2023 with 1,145 franchises. Jet Oil units offer an oil change service that features technology and safety, unifying quality products and expert services. These attributes translate Jet Oil’s slogan for consumers: “The full care that your car deserves.”
Iconic
In 2016, Ipiranga entered into a joint-venture agreement with Chevron to create Iconic to operate in the lubricant sector, holding a 56% stake, while Chevron owns the remaining 44%. Iconic initiated operations at the end of 2017.
Iconic’s strategy is to benefit from the expertise of Ipiranga and Chevron in the lubricant sector, including through the use of the Ipiranga Lubrificantes and Texaco brands, and the combination of their complementary businesses, resulting in a sales network with high capillarity.
Supply. Iconic is a vertically integrated business. It sources its raw materials (mainly base oils) from local refineries and imports to produce lubricants. Base oils are specialty products produced by refineries and may be segregated in different groups (namely Group I, Group II, Group III, Group IV and Group V) according to saturate level, sulfur level and viscosity index, ranging from simple mineral base oils (Group I) to synthetic and more premium base oils (Group V). Transportation of base oils is made through pipelines connected to the refineries or by vessels and trucks if the product has been imported.
At the end of 2023, Iconic entered into a contract with Chevron, becoming its official distributor of premium base oils in Brazil. This led Iconic to create Iconic Base Oil, a new business division with a management team segregated from the lubricant business that is exclusively dedicated to the marketing of base oils. Despite continuing to use base oils as the main input for the production of lubricants, Iconic now engages in the distribution of base oils to B2B customers. The supply of group II and group III base oils for distribution purposes will be exclusively provided by Chevron.
By law, producers and importers of lubricant oil must collect, or ensure the collection, and provide final disposal of used or contaminated lubricant oil. Each player is responsible for its own volume of lubricant oil based on its market share. Iconic outsources this collection to a third-party company, which also re-refines the lubricants and resells them at a competitive price, thus reintroducing the oil to the production chain.
Production and distribution process. Iconic has two production plants, one base oil depot and one distribution center, all located in Brazil. The largest plant is located in Duque de Caxias, in the state of Rio de Janeiro, and is the main center for manufacturing and bottling Iconic lubricants, with a production capacity of approximately 400 million liters per year. The other plant is located in Osasco, in the state of São Paulo, and is dedicated to the manufacturing of greases and coolants, with a production capacity of about 30 million liters per year. The base oil depot, which is a large storage and handling terminal for base oils, is strategically located in São Cristóvão, in the state of Rio de Janeiro, and connected to the port of Rio de Janeiro by underground pipelines. Iconic has a total storage capacity of 47 thousand m³ spread through these three facilities, where trucks can be loaded anytime to transport products to resellers or B2B customers.
One of the most significant projects for Iconic since the beginning of its operations in 2017 has been the consolidation of its production units in Rio de Janeiro. Investments over the last five years focused on increasing the production capacity of the Duque de Caxias plant, turning the production unit of São Cristóvão into the base oil depot and enhancing safety conditions for its employees. Among the most important initiatives are new offices and dressing rooms, modernized dining areas, a new bottling line, a new boiler park, a new tank basin, and the acquisition of new plots of land in its vicinity.
In addition to the structural changes in the base oil depot, Iconic is working with port and local authorities to increase the ship draft in the port of Rio de Janeiro, allowing larger ships to dock. Currently, there are limitations in the port structure that restricts the entering of large vessels, resulting in high logistics costs for imported goods. The project is currently ongoing and is expected to be completed by the second half of 2024. Iconic’s main goal is to allow larger vessels to carry imported base oils that are not available in the Brazilian market, which is expected to improve its competitiveness.
Iconic also plans to launch the new Iconic Technology Center (CTIC) in 2024. The goal is to relocate the current research and development center located in São Cristóvão to the Duque de Caxias plant. CTIC is expected to become one of the largest and most important private laboratories in Latin America, reinforcing Iconic’s position as a leader in the lubricants market with substantial technological knowledge.
Demand. Iconic produces approximately a thousand different products, including lubricants, greases, fluids and coolants. The company serves more than 130 thousand customers in Brazil, Bolivia, Uruguay and Paraguay through 18 authorized resellers, or directly to large consumers in Brazil. Iconic’s customers operate in different segments, such as industrial, agricultural, transportation, and equipment manufacturers, among others. In 2023, 43% of the sales volume of Iconic came from its reseller network and 57% came from direct sales to B2B customers. According to IBP, in 2023, 2022 and 2021, Iconic sold 275.2, 259.3 and 286.3 thousand m³ of lubricants and greases to Brazilian customers, respectively, excluding base oils, fluids, coolants and exports.
Competition
The retail market for gasoline, diesel and ethanol in Brazil is highly competitive, with similar products and relatively low margins. Ipiranga’s main competitors are:
- Vibra: a former subsidiary of Petrobras, which has been operating in the Brazilian fuel distribution sector since 1971. Vibra is the Brazilian market leader and operates throughout the entire country. In 2017, Vibra concluded its initial public offering, listing the shares on B3. Since 2021, Petrobras is no longer its shareholder; and
- Raízen: a joint-venture between Cosan and Shell. Cosan, through its subsidiaries, is the largest producer of sugar and ethanol in Brazil, having entered into the fuel distribution market in 2008, when it acquired Esso’s fuel distribution business in Brazil. Raízen concluded its IPO in August 2021, listing its shares on B3.
In addition, several small local and regional distributors entered into the Brazilian fuel distribution market in the late 1990s, after the market was deregulated, which further increased competition in such market. Moreover, in 2018, some important international players entered the Brazilian fuel distribution market: (i) Glencore Oil Participações Ltda., a Swiss company, through the acquisition of 78% of Alesat Combustíveis S.A. (further expanded to 100%); (ii) TotalEnergies SE., a French company, through the acquisition of 100% of Zema Cia. de Petróleo; and (iii) PetroChina Company Limited, a Chinese company, through the acquisition of 30% of Tt Work Participações S.A. As of the date of this annual report, there were 183 fuel distributors authorized by ANP to operate in Brazil.
The following table sets forth the market share of Ipiranga and its main competitors based on volume of gasoline, ethanol and diesel sold, according to ANP and IBP data:
| Year ended December 31, |
Distributor(1) | 2023 |
| 2022 |
| 2021 |
Vibra | 23.8% |
| 25.8% |
| 25.4% |
Raízen | 20.5% |
| 21.8% |
| 22.4% |
Ipiranga | 17.7% |
| 18.4% |
| 18.4% |
Others | 38.0% |
| 33.9% |
| 33.8% |
Total | 100.0% |
| 100.0% |
| 100.0% |
(1) Volume sold of gasoline, ethanol and diesel.
The following graphs show sales volumes for the Brazilian market and Ipiranga for the periods indicated:
1 Includes only diesel, gasoline and ethanol
Sources: ANP and IBP for diesel, gasoline and ethanol data. Information provided by ANP and IBP are subject to retroactive adjustments and, therefore, can differ from the information contained herein.
Anticompetitive practices. During the 1990s, when the process of deregulation began in the fuel distribution sector in Brazil, a number of parties entered the market with a business model based on cost advantages derived from anticompetitive practices through fuel adulteration and tax evasion, including (i) diluting gasoline by mixing solvents or adding anhydrous ethanol in an amount greater than the permitted by applicable law (anhydrous ethanol has its taxation incorporated into gasoline “A” and is historically cheaper than gasoline), (ii) non-payment of federal taxes on fuels, taxes on gross revenues and state value-added taxes and (iii) selling anhydrous ethanol mixed with water as hydrated ethanol. Such practices have enabled these players, all of them smaller distributors, to increase their market share by charging artificially lower prices also based on artificially lower costs.
Major distributors, including Ipiranga, have taken, individually and collectively, several actions targeted at reducing or eliminating the effects of these anticompetitive and illegal practices. Among the actions taken were: (i) significant interaction with the Brazilian judiciary, including holding seminars for judges and prosecutors concerning the problems facing the industry and directly participating in tax litigation involving distributors that are not in compliance with their tax payments, (ii) sponsorship of the development of a chemical coloring solvent that is added to anhydrous ethanol, in order to prevent the addition of water (and later to be sold as hydrated ethanol); (iii) contribution to the development of CODIF, a system that electronically controls the collection of value-added taxes on fuel sales, (iv) support in the implementation of electronic invoices at the federal level, concluded in 2008, (v) support for ANP regulation which established brand definition and the obligation of disclosing the origin of the fuels in order to inhibit certain distributors from using a fake brand (known as cloned stations); (vi) development of a new model for biodiesel commercialization, implementing a transition from biddings every two months managed by Petrobras using its PETRONECT system to open market with free negotiation between producers and distributors subject to 80% of volume goals to be determined annually by ANP; and (vii) the suggestion of several other measures, supported by ANP, including focusing the collection of PIS and COFINS on distilleries and the installation of flow meters, which were included in Law No. 11,727/08.
Recent changes to legislation, such as the single-phase taxation for ICMS implemented by the Supplementary Law No. 192/22, and inspection in the fuel distribution sector have helped to progressively curb unfair competition, creating a more level playing field. As a result of these efforts, the more regulated market has been leading to the weakening of the business model of lower prices based on artificially lower costs and unfair practices and increasing sales volume of the formal market.
D. Digital platform for mobility
Context and market
Digital wallets are a global trend that involves a very diverse range of businesses. Between 2018 and 2020, the number of users of digital wallets grew by 30%, reaching more than 2 billion active users worldwide. According to Forbes, in 2023, more than 53% of Americans preferred to use digital wallets instead of traditional payment methods. Although a study by Morning Consult has shown that Brazil is the 4th country worldwide in terms of usage rate of digital wallets, the market is relatively new, with great space for growth and development. The highly regulated and concentrated national banking system is the main obstacle to the current low participation of digital portfolios. However, due to recent changes in legislation, reduced technological costs, the entry of major international players in the market and the democratization of access to technology, digital wallets are expected to have an accelerate growth over the next few years.
The difficult and bureaucratic access to banks, combined with the mass use of smartphones, also contributes to the rise of digital wallets. Consequently, e-wallets emerge as a viable option to take care of people’s financial organization, by offering a low cost and highly efficient service.
abastece aí
Km de Vantagens was created in 2009 and pioneered customer loyalty programs within the fuel industry. The program allows customers and resellers to redeem rewards and benefits in several different industries, such as entertainment, tourism, magazines, airline tickets, car rental, among others. With over 38 million participants in December 2023, Km de Vantagens has served as an important platform, strengthening the relationship with Ipiranga’s customers. In 2023, more than 8 million transactions were redeemed at Km de Vantagens.
Ipiranga developed and launched abastece aí in 2016, a mobile payment service app, that seeks to maximize advantages from the integration of platforms to offer even greater convenience and benefits to customers. Through the abastece aí app, customers can obtain discounts in exchange for Km de Vantagens points. In addition, they can receive rewards of their preference and finalize the fueling process by using a unique Km de Vantagens password in a safe payment method. In 2023, approximately 1 million digital accounts have been created.
Moreover, abastece aí is a relevant ecosystem of advantages for drivers, which is integrated with a financial platform that expands the purchasing power of its users. The application offers a varied range of services for its clients, such as: cashbacks on purchases from partner companies, payment of slips, transfers, functions of cash in/cash out on digital wallet and various financial products. The main revenue stream for abastece aí derives from Ipiranga’s service stations. When refueling your car using the app at Ipiranga, the customer can revert a portion of the amount spent on several benefits, including the accumulation of loyalty program points, cashbacks, among others. Currently, abastece aí has partnerships with other companies operating in various sectors, such as TAM Linhas Aéreas S/A (LATAM), Movida Locação de Veículos S.A., Azul Linhas Aéreas Brasileiras, Livelo S.A., among others.
In 2023, the strategy of abastece aí was concentrated around the revenues from the association with partner companies, with Ipiranga as its main partner, operating more than 31 million transactions, totaling more than R$4 billion TPV.
Marketplace model. It is a virtual shopping mall, where partner companies advertise their products by paying an association fee. In this model, the partner exposes its products to a larger number of people, the consumer can access products from various segments and the company providing the marketplace receives a percentage of each transaction.
Cashback model. Through this model, when the user makes a purchase through the application, they receive a percentage of the money spent back. abastece aí works as the payment method and as a platform through which partners announce their products.
Work methodology. The operations of abastece aí are based on three main pillars: technological know-how, data intelligence and agile culture. The first involves the user experience, the functionality and facilities of the application. The company works to maintain an application with a simple and intuitive interface, constantly improving the user’s experience. In the data intelligence pillar, the company promotes the activation and growth of the customer base, identifying the main suggestions and criticisms to the functioning of the app. Also, it is critical to improve statistical and artificial intelligence models to personalize promotional campaigns, recognize potential customers and activate old users.
Industry and overview of our discontinued operations
- Petrochemicals and chemicals
Ultrapar used to operate in the petrochemical industry through Oxiteno. On August 16, 2021, Ultrapar entered into a share purchase agreement for the sale of all shares of Oxiteno to Indorama. The sale was closed on April 1, 2022 and, as a result, Oxiteno is no longer part of Ultrapar’s business portfolio as of this date. For more information, see “Item 4.A. Information on the Company—History and development of the Company—A.2. Discontinued operations—Oxiteno.”
The petrochemical industry transforms crude oil or natural gas into widely used consumer and industrial goods. The Brazilian petrochemical industry is generally divided in three sectors, depending on the stage of transformation of the petrochemical raw materials. The companies that operate in these different stages are known as first, second and third-generation companies.
Brazil’s first-generation companies, which are referred to as “crackers”, break down or “crack” naphtha (a by-product of the oil refining process), their principal feedstock, into basic petrochemicals, including olefins, primarily ethylene, propylene and butadiene, and aromatics, such as benzene, toluene, and xylenes. Second-generation companies process the basic petrochemicals produced by the crackers to obtain intermediate petrochemicals, such as (i) polyethylene, ethylene oxide, polystyrene and polyvinyl chloride (PVC), each produced from ethylene; (ii) polypropylene, oxo-alcohols and acrylonitrile, each produced from propylene; (iii) caprolactam, produced from benzene; and (iv) purified terephthalic acid (PTA), produced from p-xylene. The intermediate petrochemicals are produced in solid form (as plastic pellets or powders) and in liquid form and are transported through roads, railroads or by ship to third-generation companies, which transform them into final products, including polyester, plastics, elastomers, acrylic fibers, and nylon.
Oxiteno
As of March 31, 2022, Oxiteno was a second-generation company, which processed basic petrochemicals produced by the crackers to obtain intermediate petrochemicals. While operated by Ultrapar, Oxiteno was the only producer of ethylene oxide, ethylene glycols, ethanolamines, glycol ethers and methyl-ethyl-ketone in Brazil, as well as the only producer of fatty alcohol in Latin America and the only ethylene oxide producer in South America. Its products were used in a broad range of industrial sectors, such as cosmetics, detergents, crop solutions, polyester, packaging, coatings, and oil industry. During the year ended December 31, 2021, and the three months period ended March 31, 2022, right before the conclusion of its sale, Oxiteno sold 779 thousand and 177 thousand tons of chemical and petrochemical products, respectively.
Products and markets. While operated by Ultrapar, Oxiteno’s products could be divided into two main groups for ease of understanding: (i) commodity chemicals, which are generally higher-volume products, with standard specifications, and (ii) specialty chemicals, which tend to be lower-volume products sold based on chemical features and suitability to meet a particular end-use requirement. Oxiteno’s main commodity chemicals were ethylene oxide and ethylene glycol whereas its main specialty chemicals included a wide variety of products that were used as surfactants, softeners, dispersants, emulsifiers, and hydraulic fluids.
Specialty chemicals. The following table sets forth Oxiteno’s main specialty chemical products and their main uses and markets while operated by us.
Major markets |
| Specialty chemicals |
| Examples of uses and effects |
|
| |
| |
Detergents |
| Alkylbenzene sulfonic acids, alkylsulfates, alkyl ether sulfates, ethoxylated alkylphenols, ethoxylated fatty alcohols, polyethyleneglycols, alkanolamides, betaines, sulphosuccinates, block copolymers EO/PO. |
| Used in detergents, the specialty chemicals are added mainly to improve cleaning power and foaming and to reduce skin irritability. |
|
| |
| |
Cosmetics |
| Alkylsulfates, alkyl ether sulfates, betaines, ethoxylated fatty alcohols, polyethyleneglycols, alkanolamides, ethoxylated sorbitan esters, sorbitan fatty esters. |
| Used in cosmetics as moisturizers, detergents for foaming and residue removal, and reduction of eye irritation in shampoos. |
|
| |
| |
Crop protection chemicals |
| Ethoxylated fatty amines, ethoxylated alkylphenols, alkyl ether sulfates, blends, naphthalene sulfonate, ethoxylated vegetable oil, copolymers EO/PO. |
| Used as part of the composition of crop protection chemicals, such as herbicides. Increases their efficiency, by improving soil penetration and adherence of the products to plant surfaces. |
|
| |
| |
Foods |
| Sorbitan fatty esters, ethoxylated sorbitan esters, emulsifiers, stabilizers, dispersants. |
| Mainly used as additives for breads and cakes, improving their texture and consistency, and as an emulsifier responsible for ice cream creaminess. |
|
| |
| |
Textiles |
| Ethoxylated alkylphenols, ethoxylated fatty alcohols, ethoxylated vegetable oils, ethoxylated fatty amines, antistatic agents, lubricants, softeners, emulsifiers, antifoamers, mercerizing additives, humectants, low foam detergents. |
| Used in the processing of textiles, improving spinning and weaving performance. Permits greater evenness in the mixing of fibers, dyeing, bleaching and improving the softness of the final cloth. |
|
| |
| |
Hydraulic fluids |
| Ethylene glycol ethers, ethylene glycols, corrosion inhibitors. |
| Used directly as hydraulic fluids in vehicles. Brake fluids guarantee brake system performance and safe braking. Cooling liquids help to cool the motor and maintain the correct operating temperature. |
|
| |
| |
Oil field chemicals |
| Additives, emulsion breaker, mutual solvent, surfactant, antifouling, glycols, ethanolamines and dispersants. |
| Chemical inputs applied in all stages of the production of oil and gas, such as drilling, cementing, completion, stimulation, production and refining, each one with specific characteristics. |
|
| |
| |
Coatings |
| Acetates, alcohols, glycols ethers, glycols, ketones, alkyl ether sulfates, ethoxylated alkylphenols, ethoxylated fatty alcohols, block copolymers EO/PO. |
| Solvents and surfactants are used in the preparation of paints and coatings, adhesives and inks. Solvents serve multiple functions in solvent borne paints and coatings: solubilization of the resin or polymer forming the continuous coating phase, pigment wetting and viscosity reduction to facilitate the application of the coating. Surfactants are used in emulsion polymerization and also as additive: thickeners, antifoaming agents, additives used to control rheological properties and others. |
Commodity products. The following were Oxiteno’s main commodity products, and their principal uses and markets:
Ethylene oxide. Ethylene oxide is a colorless and highly flammable gas at room temperature and atmospheric pressure. Ethylene oxide is produced in a continuous production process by gaseous phase catalytic partial oxidation of ethylene by oxygen at high temperature and pressure.
Ethylene glycols. The main ethylene glycol produced by Oxiteno was mono-ethylene glycol, known as MEG. Oxiteno also produced di- and tri-ethylene glycol. Mono-ethylene glycol is a clear, non-flammable, non-volatile liquid at room temperature and atmospheric pressure. Ethylene glycols are produced in a continuous process from an ethylene oxide solution and principally sold to chemical companies for the manufacture of polyester fibers and polyethylene terephthalate, known as PET, with the remainder sold for use in the production of antifreeze, brake fluids, solvent, and other chemicals.
The Brazilian petrochemicals industry seeks to prioritize demand from the domestic market, where there is greater value added, although sales are also made to the international market. While operated by Ultrapar, Oxiteno sold the larger part of its commodities and specialty chemicals in Brazil, with production capacity exceeding domestic market demand and Oxiteno exporting surplus production to more than 50 countries in Asia, America, Europe, Africa, and Oceania. Oxiteno maintained its production capacity above local demand for strategic reasons. For the three months period ended March 31, 2022, right before the conclusion of Oxiteno’s sale and the year ended December 31, 2021, 36% and 34% of its net revenues from sales and services, respectively, were from sales outside Brazil. For the three months period ended March 31, 2022, and the year ended December 31, 2021, 31% and 29%, respectively, of Oxiteno’s sales volume were from sales outside Brazil.
The following table shows Oxiteno’s sales volume by market group for the period indicated:
|
| Year ended
December 31, |
|
Market group |
| 2022(1) |
| 2021 |
|
|
| (in thousand tons) |
|
Commodity chemicals |
| 20.1 |
| 126.4 |
|
Specialty chemicals |
| 102.3 |
| 424.9 |
|
Total domestic sales volume |
| 122.4 |
| 551.3 |
|
(1) For the period between January 1, 2022, and March 31, 2022.
|
| Year ended
December 31, |
|
Market group |
| 2022(1) |
| 2021 |
|
|
| (in thousand tons) |
|
Commodity chemicals |
| 0.2 |
| 7.5 |
|
Specialty chemicals |
| 54.1 |
| 220.6 |
|
Total sales volume outside Brazil |
| 54.3 |
| 228.1 |
|
(1) For the period between January 1, 2022, and March 31, 2022.
B. Retail pharmacy
Ultrapar used to operate in the retail pharmacy sector through Extrafarma. On May 18, 2021, Ultrapar entered into a share purchase agreement for the sale of all shares of Extrafarma to Pague Menos. The sale was closed on August 1, 2022 and, as a result, Extrafarma is no longer part of Ultrapar’s business portfolio as of this date. For more information, see “Item 4.A. Information on the Company—History and development of the Company—A.2. Discontinued operations—Extrafarma.”
The retail pharmacy business is a highly regulated industry. In Brazil, the regulation of the sector is executed by the federal government, states and municipalities. The federal government enacts laws and regulations of general applicability, which are enforced and complemented by actions of the states and municipalities. At the federal level, the health and pharmaceutical sectors are regulated and supervised by the Ministry of Health, through ANVISA.
The retail pharmacy business in Brazil is responsible for the purchase, distribution, and resale of medicines to end consumers through drugstores. It is also a common practice in this industry to sell beauty and personal care products as well as certain convenience products at drugstores. Its main suppliers are pharmaceutical companies and manufacturers of beauty and personal care products.
The main types of pharmaceutical products sold in Brazil are listed below:
Branded medicine. Innovative products, registered at the federal agency responsible for sanitary surveillance and marketed in the country. Their efficacy, safety and quality have been scientifically proven by the federal competent body upon registration.
Generic medicine. Products that contain the same active ingredient as the reference drug in the country. These products also are administered by the same route, with the same therapeutic indication, and show the same safety as the reference drug in the country.
Similar medicine. Products that contain the same active ingredient, with the same concentration, pharmaceutical form, method of administration, dosage, and therapeutic instructions, and is equivalent to a medicine registered with the Federal Agency responsible for sanitary surveillance. These products differ only in regard of the characteristics of size and form of the product, period of validity, packaging, labelling, excipients and vehicle.
OTC medicines. Over the Counter (“OTC”) medicines are products that do not need a prescription to be sold.
Extrafarma
As of July 31, 2022, Extrafarma operated 399 drugstores in ten states of Brazil (121 in Pará, 11 in Amapá, 3 in Tocantins, 91 in Ceará, 57 in Maranhão, 34 in Pernambuco, 20 in Bahia, 16 in Rio Grande do Norte, 4 in Paraíba and 42 in São Paulo). Extrafarma operated four distribution centers which were responsible for supplying all stores, located in four different cities: Benevides, in the state of Pará; Aquiraz, in the state of Ceará; Guarulhos, in the state of São Paulo; and São Luís, in the state of Maranhão.
As of July 31, 2022, Extrafarma operated both in the retail and wholesale of pharmaceutical products. For the seven months period ended July 31, 2022, right before the conclusion of its sale, Extrafarma’s gross revenues from sales and services reached R$1.3 billion, of which retail products represented 95% and wholesale products represented 5%.
Within the retail business, Extrafarma’s product mix consisted of all the main types of pharmaceutical products (branded medicine, generic medicine, similar medicine, and OTC), in addition to personal care products and convenience products. For the seven months period ended July 31, 2022, out of Extrafarma’s revenues in the retail business, branded medicines represented 35%, generic/similar medicines represented 16%, OTC 14%, personal care products represented 16% and convenience products represented 17%.
On the wholesale side, Extrafarma operated as a distributor of both pharmaceutical and personal care products. It purchased the products from manufacturers and sold them to other drugstore chains and independent retailers, which were serviced through Extrafarma’s own and leased truck fleet.
Insurance
We maintain insurance policies covering all the facilities of our wholly owned subsidiaries, which we consider appropriate to cover the risks to which we believe we are exposed, including, but not limited to, loss and damage from fire, lightning, explosion of any nature, windstorm, plane crash and electrical damage. The maximum compensation values based on the maximum possible loss that could result from a specific location as of December 31, 2023 are shown below:
|
| Maximum compensation value (*) |
|
Ipiranga |
| R$2,072 |
|
Ultracargo |
| R$1,210 |
|
Ultragaz |
| R$374 |
|
(*) In millions. In accordance with our policies terms and conditions.
We maintain general liability insurance that covers all our wholly owned subsidiaries with a maximum coverage of US$250 million for losses and damage incurred by third parties as a result of any accidents that occur in connection with our commercial/industrial operations and/or the distribution and sale of our products and services.
We maintain Directors & Officers liability insurance policies to indemnify members of the Board of Directors, Fiscal Council and executives of Ultrapar and its subsidiaries in the total amount of US$80 million, which covers any insured liabilities resulting from any wrongful act, omission or claim against them (solely by reason of them serving as Ultrapar’s executives or members of the Board of Directors and Fiscal Council, as the case may be), except if it is consequence of gross negligence or willful misconduct, in accordance with policies terms and conditions.
In addition, we also take out group life and personal accident, national and international transportation, and other insurance policies.
We believe that our insurance covers, in all material respects, the risks to which we are exposed and is in line with industry standards. However, the occurrence of losses or other liabilities that are not covered by insurance or that exceed the limits of our insurance coverage could result in significant unexpected additional costs.
C. Organizational structure
The following chart shows our organizational structure for our main subsidiaries as of December 31, 2023:
Percentages represent approximate ownership of voting share capital and total capital (voting capital/total capital).
| (1) | A company established on February 28, 2023, with the purpose of holding interests in other companies. |
(2)
| On May 21, 2023, the Company, through its subsidiary Ultrapar Empreendimentos Ltda., signed an agreement for the acquisition of a 60% interest in Serra Diesel Transportador Revendedor Retalhista Ltda. The closing of the transaction occurred on September 1, 2023. |
| (3) | On April 27, 2023, TEAS was merged with and into Ultracargo Logística, with the latter as the surviving entity. |
| (4) | On May 24, 2023, the name of the subsidiary Ultracargo Vila do Conde Logística Portuária S.A, was changed to Ultracargo Soluções Logísticas S.A. |
| (5) | On April 19, 2023, the Company through its subsidiary Ultracargo Logística, signed an agreement for the acquisition of a 50% interest in Opla, held by Copersucar. The closing of the transaction occurred on July 1, 2023. |
| (6) | União Vopak – a company jointly owned by Ultracargo Logística and Vopak. In 2023, the Company suspended its operational activities. |
| (7) | On April 13, 2023, the company was acquired by Eaí Clube Automobilista S.A. The acquisition was made at book value. On July 3, 2023, the company became directly controlled by Abastece Aí Participações S.A. |
| (8) | A company established on June 1, 2023, with the purpose of holding interests in other companies. |
| (9) | Iconic – an association between Ipiranga, holding 56%, and Chevron, holding 44%. |
| (10) | Other shareholders of Nordeste Logística I, II and II are Raízen and Vibra, and of Navegantes Logística Portuária are Raízen and Petrobras, each holding 1/3 of the voting shares. |
| (11) | Latitude Logística Portuária – a company jointly owned by Ipiranga and Petróleo Sabbá S.A. |
| (12) | Irupê Biocombustíveis – a company established on October 2, 2023, engaged in the production, sale, import and export of biofuels, fertilizers and other agricultural inputs. |
| (13) | On April 28, 2023, Imaven was partially spun off, and the spin-off assets were merged into the equity of the subsidiary Ipiranga. On May 1, Imaven became directly controlled by Ultrapar. |
| (14) | Other shareholders of RPR are Petrobras and Braskem, each holding 1/3 of the voting shares. |
| (15) | Non-controlling interests in Utingás are mainly held by Copagaz and Supergasbrás (31% and 8% of total capital, respectively). |
| (16) | Companies with suspended operational activities. |
| (17) | On November 21, 2022, the Company through its subsidiary Ultragaz, signed an agreement for the acquisition of all shares of NEOgás. The closing of the acquisition occurred on February 1, 2023. |
| (18) | Companies established on June 6, 2023, with the purpose of renting and leasing real estate, equipment and machinery for the operation by third parties of distributed electricity generation projects. |
On January 1, 2024, the following transactions occurred: i) our subsidiary Ipiranga became directly controlled by Ultrapar Mobilidade and ii) our subsidiary Eaí Clube Automobilista S.A. became directly controlled by Ipiranga.
For more information on our main subsidiaries, see “Item 4.A. Information on the Company.”
For more information about our organizational structure, including companies’ names, country of incorporation or formation, or ownership interests held, see Note 1 to our Consolidated Financial Statements for the year ended December 31, 2023.
D. Property, plant and equipment
Ultragaz
Ultragaz’s LPG distribution network includes 41 storage plants, including 2 storage plants indirectly held through its stake in Utingás, 19 of which are also filling plants. LPG is carried to the filling plants either via gas pipelines from Petrobras’ facilities or by tanker trucks. When LPG transportation is made via gas pipelines, the bases are known as primary and when transportation is made via tanker trucks, the bases are known as secondary.
Ultragaz also operates storage bases for LPG, known as satellite bases, for supplying its bulk trucks. These storage facilities are strategically located to keep supplies close to Ultragaz’s customer base, thus reducing transportation costs. As of December 31, 2023, Ultragaz had 9 primary plants, 10 secondary plants and 20 satellite bases located in all the regions of Brazil.
LPG is stored in the filling plants in large LPG storage tanks with a median of 60 tons per tank. In the case of LPG to be delivered in bulk, LPG is pumped directly from the storage tanks into the bulk tankers. In the case of LPG to be delivered in bottles, LPG is pumped from storage tanks into several filling heads, which fill the LPG bottles.
On August 16, 2023, CADE approved the consortium agreement between Ultragaz and Supergasbrás for sharing part of their operations, infrastructure of LPG storage and filling bases. Through this agreement, Ultragaz will expand its presence from 19 to 24 existing filling bases. Operating synergies are expected from optimizing logistics routes and reducing costs related to operations, filling and storage. In addition, customers and resellers are expected to benefit from greater supply security and service levels in the relevant regions. Neither Ultragaz nor Supergasbrás anticipate any change to their commercial operations.
As of December 31, 2023, Ultragaz had a total storage capacity of 20.8 thousand tons, including the storage capacity indirectly held through its stake in Utingás. In addition, Ultragaz maintains its headquarters in the city of São Paulo and regional offices in the areas in which it operates.
Beyond the risks discussed in “Item 3.D. Key information—Risk factors”, there were no specific environmental issues that could affect Ultragaz’s utilization of these facilities.
For a discussion of our investments plan for Ultragaz for 2024, see “Item 5. Operating and financial review and prospects—B. Liquidity and capital resources— Capital expenditures and other investments.”
Ultracargo
Most of Ultracargo’s property, plant and equipment are represented by its storage facilities. For more information on Ultracargo’s storage facilities, see “Item 4.B. Information on the company —Business overview — Storage services for liquid bulk.” itsBeyond the risks discussed in “Item 3.D. Key information—Risk factors”, there were no specific environmental issues that could affect Ultracargo’s utilization of these facilities.
For a discussion of our investments plan for Ultracargo for 2024, see “Item 5. Operating and financial review and prospects—B. Liquidity and capital resources— Capital expenditures and other investments.”
Ipiranga
As of December 31, 2023, Ipiranga distributed fuels through 85 storages terminals, which are strategically located to provide fast and efficient delivery of its products. There are two types of storage terminals: primary, which are usually located near the coast and large cities and are supplied by refineries through pipelines; and secondary storage terminals, mainly located inland and supplied by primary storage terminals through railways or road transportation at locations not serviced by railway systems. Large customers and TRRs are also serviced by primary storage terminals. As of December 31, 2023, Ipiranga had 48 primary storage terminals and 37 secondary storage terminals.
Distributors may own their storage terminals, lease space in third parties’ storage terminals or participate in pools via jointly operated terminals that serve two or more distributors. As of December 31, 2023, the total capacity of Ipiranga’s storage terminals was 1,075 thousand m³, out of each 25% were owned, 42% were related to third-party agreements and 33% were related to jointly operated terminals.
Beyond the risks discussed in “Item 3.D. Key information—Risk factors”, there were no specific environmental issues that could affect Ipiranga’s utilization of these facilities.
For a discussion of our investments plan for Ipiranga for 2024, see “Item 5. Operating and financial review and prospects—B. Liquidity and capital resources— Capital expenditures and other investments.”
A. Operating results
You should read this discussion together with our Consolidated Financial Statements, including the notes thereto and other financial information included elsewhere in this annual report. This annual report contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors including, without limitation, those set forth in “Cautionary Statement Regarding Forward-Looking Information” and the matters set forth in this annual report generally.
In 2021 and 2022, Ultrapar conducted a portfolio rationalization process and, as a result, it entered into share purchase agreements for the sale of Extrafarma, ConectCar and Oxiteno. The sale of Ipiranga’s interest in ConectCar was closed in October 2021. On December 31, 2021, Oxiteno and Extrafarma were classified as assets and liabilities held for sale and discontinued operations, due to signing of a share purchase agreement with Indorama in August 2021 and with Pague Menos in May 2021, respectively. The sales of Oxiteno and Extrafarma were closed on April 1, 2022 and on August 1, 2022, respectively, and as a result these companies are no longer part of Ultrapar’s business portfolio as of these dates. In 2022, Ultrapar ceased to present abastece aí as a separate segment, due to the small relevance of this business relative to the overall results of the Company.
Brazilian economic background
Since our continuing operating businesses are in Brazil, our results and financial position depend largely on Brazil’s economic and social conditions, including, but not limited to, GDP, growth rates, credit availability and disposable incomes, the domestic rate of inflation and exchange rate fluctuations.
Despite the challenging global scenario in 2023, there was an improvement in Brazil's economic performance and an appreciation of the Real, including as a result of Brazil's improved trade balance combined with a reduction in unemployment, a fall in the basic interest rate and inflation within the limits of the target rate defined by the National Monetary Council.
Despite the improvement in Brazilian GDP and other economic indicators during 2023, we cannot assure you that this trend will continue. The Brazilian economic environment has historically been characterized by significant variations in economic growth, inflation, and currency exchange rates.
In addition, we cannot predict the scope, nature and impact of any policy changes or reforms (or reversals thereof) that the president’s administration will implement, which could result in further political and economic instability and negatively impact the regulatory framework in which we operate, which, in turn, could adversely affect our businesses, financial condition and operating results. For more information, see “Item 3.D. Key information—Risk factors—The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. Brazilian political and economic conditions, including ongoing political instability and perceptions of these conditions in the international markets, could adversely affect our businesses and the market price of our shares and ADSs.”
GDP. In 2021, GDP grew 4.6% driven by a 4.7% and 4.5% growth in the service and industry sectors, respectively. In comparison to 2020, 2021 was a year of recovery, the first since the outbreak of COVID-19 pandemic, mainly due to the progress of the vaccination process, which had a direct impact on family consumption. The increase in fiscal uncertainty and inflation drove the increase in the Selic rate, from 2.00% at the beginning of the year to 9.25% on December 31, 2021. In 2022, Brazilian GDP grew 2.9%, mainly driven by the reopening of the economy after the restrictions imposed by the COVID-19 pandemic in 2021, added to the stimulus packages, the evolution of public accounts and the financial support policies for the population. In 2023, GDP grew 2.9%, despite the challenging global scenario. The record trade balance, combined with the reduction in unemployment and the fall in the basic interest rate and inflation within the limits of the target defined by the National Monetary Council, contributed to the improvement of the economy’s performance and the appreciation of Real.
Inflation and currency fluctuations. Our cash operating activities are substantially in Reais and tend to increase with inflation. However, some of our costs of sales and services sold are linked to the U.S. dollar and are not substantially affected by the Brazilian inflation rate. In addition, some of our Real-denominated debt is indexed to the rate of inflation. In 2021, the Real depreciated 7.4% against the U.S. dollar, mainly due to the increase in global inflation coupled with high fiscal risks and low growth rate in Brazil. In 2022, the Real appreciated 6.5% against the U.S. dollar, mainly due to the reopening of the economy after the restrictions imposed by the COVID-19 pandemic in 2021, added to the stimulus packages, the evolution of public accounts and the financial support policies for the population. In 2023, the Real appreciated 7.2% against the U.S. dollar, mainly due to the record trade balance in the period.
The official interest rate in Brazil, or SELIC, as of December 31, 2022, was 13.75% per year, as set forth by the Monetary Policy Committee (Comitê de Política Monetária do Banco Central do Brasil). On August 2, 2023, the Monetary Policy Committee cut the SELIC to 13.25%, and further decreased the SELIC to 12.75% on September 20, 2023 and to 12.25% on November 1, 2023, reacting to an improved inflation outlook in Brazil. As of December 31, 2023, the SELIC was 11.75%.
The main foreign exchange risk we face arises from certain U.S. dollar denominated costs and expenses. Although a part of our debt is U.S. dollar-denominated, it is predominantly hedged against currency devaluation using various derivative instruments or matching assets in the same currency. Additionally, a significant part of our raw materials is also denominated or indexed to the U.S. dollar. Hence, we are exposed to foreign exchange rate risks which could negatively impact our businesses, financial situation and operating results as well as our capacity to service our debt.
The table below shows the inflation rate for the periods indicated, as well as the devaluation (or appreciation) of the Real against the U.S. dollar.
|
| Year ended December 31, |
|
Index |
| 2023 |
|
| 2022 |
|
| 2021 |
|
IGP-M |
| (3.2% | ) |
| 5.5% |
|
| 17.8% |
|
IPCA |
| 4.6% |
|
| 5.8% |
|
| 10.1% |
|
Devaluation (appreciation) of the Real against the U.S. dollar |
| (7.2% | ) |
| (6.5% | ) |
| 7.4% |
|
We manage foreign exchange risk associated with the scheduled payments under the terms of our U.S. dollar indebtedness by investing in U.S. dollar-denominated securities and foreign currency/interest swap contracts, under which we pay variable interest in Reais based on the DI and receive fixed interest in U.S. currency. As of December 31, 2023, our liabilities in foreign currency totaled R$7,027.4 million (US$1,451.6 million), including financing in foreign currency, gross of transaction costs and discount, and payables arising from imports, net of advances to foreign suppliers. At the same date, our total assets in foreign currency including foreign currency hedging instruments totaled R$6,633.7 million (US$1,370.2 million), comprised of investments indexed to U.S. dollars and hedging instruments used to manage fluctuations of exchange rates and foreign currency receivables exposures. As of December 31, 2023, Ultrapar had a net liability position (income statement effect) in foreign currency of R$393.7 million (US$81.3 million), comprised of a short-term net asset position of R$575.4 million (US$118.9 million) and a long-term net liability position of R$969.1 million (US$200.2 million). For the purposes of this paragraph, amounts in U.S. dollar were calculated based on a 4.8413 Real/U.S. dollar exchange rate, as of December 31, 2023. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for information about our foreign exchange risk hedging policy and Note 26 to our Consolidated Financial Statements.
IFRS standards and criteria adopted in preparing the financial information
The consolidated financial information presented below was prepared based on the consolidated statements of income and cash flows – indirect method for the years ended December 31, 2023, 2022 and 2021 that derived from our Consolidated Financial Statements included in this annual report and prepared in accordance with IFRS as issued by IASB. Financial information relating to Ultragaz, Ultracargo, Ipiranga and abastece aí is presented on an unconsolidated basis and does not reflect elimination of intercompany transactions. Accordingly, the sum of individual financial information of Ultrapar’s subsidiaries may not correspond to the consolidated financial information of Ultrapar. See “Presentation of financial information.”
On December 31, 2021, our former wholly owned subsidiaries, Oxiteno and Extrafarma, were classified as assets and liabilities held for sale and discontinued operations, due to signing of a share purchase agreement with Indorama in August 2021 and with Pague Menos in May 2021, respectively. The sales of Oxiteno and Extrafarma were closed on April 1, 2022 and on August 1, 2022, respectively, and as a result these companies are no longer part of Ultrapar’s business portfolio as of these dates. For more information, see Note 29 to our Consolidated Financial Statements. In 2022, Ultrapar has ceased to present abastece aí as a separate segment, due to the small relevance of this business relative to the overall results of the Company.
Results of operations
Year ended December 31, 2023 compared to the year ended December 31, 2022.
The following table shows a summary of our results of operations for the years ended December 31, 2023 and 2022:
(R$ million) | Year ended
December 31,
2023 |
|
| % of net revenues from sales and services |
|
| Year ended
December 31,
2022 |
|
| % of net revenues from sales and services |
|
| Percent
change
2023—2022 |
|
Continuing operations | |
|
| |
|
| |
|
| |
|
| |
|
Net revenues from sales and services | 126,048.7 |
|
| 100% |
|
| 143,634.7 |
|
| 100% |
|
| (12% | ) |
Costs of products sold and services provided | (116,730.5 | ) |
| 93% |
|
| (136,276.3 | ) |
| 95% |
|
| (14% | ) |
Gross profit | 9,318.2 |
|
| 7% |
|
| 7,358.5 |
|
| 5% |
|
| 27% |
|
Sales, general and administrative expenses (1) | (4,271.4 | ) |
| 3% |
|
| (3,676.5) |
|
| 3% |
|
| 16% |
|
Other operating income (expenses), net (2) | (602.9 | ) |
| 0% |
|
| (514.5 | ) |
| 0% |
|
| 17% |
|
Gain on disposal of property, plant and equipment and intangible assets | 121.9 |
|
| 0% |
|
| 169.3 |
|
| 0% |
|
| (28% | ) |
Operating income before financial result and share of profit (loss) of joint-ventures and associates | 4,565.9 |
|
| 4% |
|
| 3,336.8 |
|
| 2% |
|
| 37% |
|
Share of profit (loss) of joint-ventures and associates | 11.9 |
|
| 0% |
|
| 12.2 |
|
| 0% |
|
| (2% | ) |
Financial result, net (3) | (999.1 | ) |
| 1% |
|
| (1,469.2 | ) |
| 1% |
|
| (32% | ) |
Income before income and social contribution taxes | 3,578.7 |
|
| 3% |
|
| 1,879.7 |
|
| 1% |
|
| 90% |
|
Income and social contribution taxes (4) | (1,060.9 | ) |
| 1% |
|
| (341.5 | ) |
| 0% |
|
| 211% |
|
Net income from continuing operations | 2,517.8 |
|
| 2% |
|
| 1,538.2 |
|
| 1% |
|
| 64% |
|
Discontinued operations | |
|
| |
|
| |
|
| |
|
| |
|
Net income from discontinued operations | - |
|
| N/A |
|
| 301.9 |
|
| N/A |
|
| N/A |
|
Net income for the year | 2,517.8 |
|
| 2% |
|
| 1,840.1 |
|
| N/A |
|
| N/A |
|
Net income attributable to: | |
|
| |
|
| |
|
| |
|
| |
|
Shareholders of Ultrapar | 2,439.8 |
|
| 2% |
|
| 1,800.8 |
|
| N/A |
|
| N/A |
|
Non-controlling interests in subsidiaries | 78.0 |
|
| 0% |
|
| 39.2 |
|
| N/A |
|
| N/A |
|
(1) Consider both selling, marketing, general and administrative expenses
(2) Considers both other operating income and other operating expenses
(3) Considers both finance income and finance expenses
(4) Consider both current and deferred income and social contribution taxes
Net revenues from sales and services. Ultrapar’s net revenues from sales and services was R$126,048.7 million in 2023, a decrease of 12% compared to R$143,634.7 million in 2022, reflecting mainly the lower revenues of Ipiranga and Ultragaz. In 2023, more than 90% of our consolidated net revenues from sales and services was generated by Ipiranga and Ultragaz. Therefore, the main components of these revenues come from diesel, gasoline, ethanol and LPG sales.
The following table shows the change in net revenues from sales and services for each of our segments:
| 2023 |
|
| 2022 |
|
| Percent change
2023—2022 |
|
| (R$ million) |
|
Ultragaz (1) | 10,670.8 |
|
| 11,483.4 |
|
| (7% | ) |
Ultracargo (1) | 1,015.6 |
|
| 867.1 |
|
| 17% |
|
Ipiranga (1) | 114,374.6 |
|
| 131,338.0 |
|
| (13% | ) |
Others (2) | (12.3 | ) |
| (53.8 | ) |
| (77% | ) |
Net revenues from sales and services from continuing operations | 126,048.7 |
|
| 143,634.7 |
|
| (12% | ) |
| (1) | Financial information relating to Ultragaz, Ultracargo and Ipiranga is presented on an unconsolidated basis and does not reflect elimination of intercompany transactions which is included in “Others”. Accordingly, the sum of individual financial information of Ultrapar’s subsidiaries may not correspond to the consolidated financial information of Ultrapar. See “Presentation of financial information.” |
| (2) | Includes Ultrapar’s holding structure, eliminations of intercompany transactions and other subsidiaries (see “Item 4.C. Information on the Company—Organizational structure.”) |
Ultragaz’s net revenues from sales and services was R$10,670.8 million in 2023, a decrease of 7% compared to R$11,483.4 million in 2022, reflecting the decrease in LPG prices, (see “Item 4.B. Information on the Company—Business overview—Industry and Regulatory Overview—A. Distribution of LPG—Ultragaz—Prices of LPG”), partially offset by higher sales volume. The volume sold by Ultragaz totaled 1,738 thousand tons in 2023, an increase of 2% compared to 2022, as a result of a 6% growth of sales in the bulk segment, mainly due to higher sales to industries, while the bottled segment remained stable.
Ultracargo’s net revenues from sales and services was R$1,015.6 million in 2023, an increase of 17% compared to R$867.1 million in 2022, as a result of a higher volume of spot sales, higher m³ sold and higher tariffs.
Ipiranga’s net revenues from sales and services was R$114,374.6 million in 2023, a decrease of 13% compared to R$131,338.0 million in 2022, due to the pass-throughs of fuel cost reductions, reflecting the decrease in international prices. Ipiranga’s sales volume totaled 23,105 thousand m³ in 2023, remaining relatively stable when compared to 2022, with a growth of 2% in the Otto cycle and a drop of 1% in diesel, the latter influenced by a strategy of lowering sales in the spot market.
Costs of products sold and services provided. Ultrapar’s costs of products sold and services provided was R$116,730.5 million in 2023, a decrease of 14% compared to R$136,276.3 million in 2022, mainly due to the cost reductions at Ipiranga and Ultragaz, for the reasons discussed below.
The following table shows the change in costs of products sold and services provided for each of our segments:
| 2023 |
|
| 2022 |
|
| Percent change
2023—2022 |
|
| (R$ million) |
|
Ultragaz (1) | 8,485.2 |
|
| 9,446.4 |
|
| (10% | ) |
Ultracargo (1) | 355.8 |
|
| 340.6 |
|
| 4% |
|
Ipiranga (1) | 107,929.7 |
|
| 126,569.5 |
|
| (15% | ) |
Others (2) | (40.3 | ) |
| (80.2 | ) |
| (50% | ) |
Costs of products sold and services provided from continuing operations | 116,730.5 |
|
| 136,276.3 |
|
| (14% | ) |
| (1) | Financial information relating to Ultragaz, Ultracargo and Ipiranga is presented on an unconsolidated basis and does not reflect elimination of intercompany transactions which is included in “Others”. Accordingly, the sum of individual financial information of Ultrapar’s subsidiaries may not correspond to the consolidated financial information of Ultrapar. See “Presentation of financial information.” |
| (2) | Includes Ultrapar’s holding structure, eliminations of intercompany transactions and other subsidiaries (see “Item 4.C. Information on the Company—Organizational structure.”) |
Ultragaz’s costs of products sold was R$8,485.2 million in 2023, a decrease of 10% compared to R$9,446.4 million in 2022, due to LPG cost reductions, partially offset by higher costs with freight and the positive effect of the recognition of PIS and COFINS credits related to the Supplementary Law No. 192/22 in the amount of R$333.4 million in 2022.
Ultracargo’s costs of services provided was R$355.8 million in 2023, an increase of 4% compared to R$340.6 million in 2022, due to higher costs with personnel (collective bargaining agreement), insurance and maintenance.
Ipiranga’s costs of products sold and services provided was R$107,929.7 million in 2023, a decrease of 15% compared to R$126,569.5 million in 2022, due to reduced fuel costs, which were partially offset by the recognition of higher PIS and COFINS credits related to the Supplementary Law No. 192/22 in 2022 (R$563.0 million in 2023 and R$638.0 million in 2022).
For more information on the PIS and COFINS credits related to the Supplementary Law No. 192/22, see Note 7.a.2 to our Consolidated Financial Statements.
Gross profit. For the reasons described above, Ultrapar’s gross profit was R$9,318.2 million in 2023, an increase of 27% compared to R$7,358.4 million in 2022. Ipiranga’s gross profit was R$6,444.9 million in 2023, an increase of 35% compared to R$4,768.5 million in 2022. Ultragaz’s gross profit was R$2,185.6 million in 2023, an increase of 7% compared to R$2,037.0 million in 2022. Ultracargo’s gross profit was R$659.8 million in 2023, an increase of 25% compared to R$526.5 million in 2022.
Sales, general and administrative expenses. Ultrapar’s sales, general and administrative (“SG&A”) expenses were R$4,271.4 million in 2023, an increase of 16% compared to R$3,676.5 million in 2022, due to the inflationary impact in 2023 and specific effects in each of the businesses.
The following table shows the changes in SG&A expenses for each of our segments:
| 2023 |
|
| 2022 |
|
| Percent change
2023—2022 |
|
| (R$ million) |
|
Ultragaz (1) | 924.7 |
|
| 833.4 |
|
| 11% |
|
Ultracargo (1) | 178.7 |
|
| 146.9 |
|
| 22% |
|
Ipiranga (1) | 2,814.4 |
|
| 2,381.4 |
|
| 18% |
|
Others (2) | 353.5 |
|
| 314.8 |
|
| 12% |
|
SG&A from continuing operations | 4,271.4 |
|
| 3,676.5 |
|
| 16% |
|
| (1) | Financial information relating to Ultragaz, Ultracargo and Ipiranga is presented on an unconsolidated basis and does not reflect elimination of intercompany transactions which is included in “Others”. Accordingly, the sum of individual financial information of Ultrapar’s subsidiaries may not correspond to the consolidated financial information of Ultrapar. See “Presentation of financial information.” |
| (2) | Includes Ultrapar’s holding structure, eliminations of intercompany transactions and other subsidiaries (see “Item 4.C. Information on the Company—Organizational structure.”) |
Ultragaz’s SG&A expenses were R$924.7 million in 2023, an increase of 11% compared to R$833.4 million in 2022, due to higher personnel expenses (mainly due to an increase in headcount as a result of acquisitions completed in 2022 and 2023, in addition to collective bargaining agreement and variable compensation, in line with the progression of results), freight and higher sales commissions.
Ultracargo’s SG&A expenses were R$178.7 million in 2023, an increase of 22% compared to R$146.9 million in 2022, resulting from higher personnel expenses (mainly variable compensation, in line with the progression of results, and collective bargaining agreement), in addition to advisory and consultancy expenses related to expansion projects.
Ipiranga’s SG&A expenses were R$2,814.4 million in 2023, an increase of 18% compared to R$2,381.4 million in 2022, resulting from higher personnel expenses (variable compensation, in line with the progression of results, and collective bargaining agreement), marketing and provisions for contingencies and for expected credit losses.
Other operating income (expenses), net. Other operating income (expenses), net was R$602.9 million expense in 2023, an increase of expenses of R$88.3 million compared to a R$514.5 million expense in 2022, due to higher costs with CBios and the lower constitution of extemporaneous tax credits, both at Ipiranga.
Gain on disposal of property, plant and equipment and intangible assets. Ultrapar’s income from disposal of assets was R$121.9 million in 2023, a decrease of R$47.4 million compared to R$169.3 million in 2022, mainly due to the elimination of the sale of the Rondonópolis base by Ipiranga to Ultracargo in 2023.
Operating income before financial result and share of profit (loss) of joint-ventures and associates. For the reasons described above, Ultrapar’s operating income before financial result and share of profit (loss) of joint-ventures and associates was R$4,565.9 million in 2023, an increase of 37% compared to R$3,336.8 million in 2022.
Ultragaz’s operating income before financial result and share of profit (loss) of joint-venture and of associates was R$1,294.2 million in 2023, an increase of 7% compared to R$1,208.5 million in 2022, mainly due to higher gross profit, partially offset by higher expenses. Ultracargo’s operating income before financial result and share of profit (loss) of joint-ventures and associates was R$483.5 million in 2023, an increase of 27% compared to R$382.1 million in 2022, due to higher gross profit, partially offset by higher expenses. Ipiranga’s operating income before financial result and share of profit (loss) of joint-ventures and associates was R$3,141.1 million in 2023, an increase of 55% compared to R$2,029.8 million in 2022, mainly due to higher gross profit, partially offset by higher expenses and lower other operating income, net.
Financial result, net. Ultrapar recognized a net financial expense of R$999.1 million in 2023, compared to a net financial expense of R$1,469.2 million in 2022, mainly reflecting our lower Net Debt (representing the sum of Gross Debt and leases payable minus cash, cash equivalents, financial investments and derivative financial instruments) and the better result from the fair value of hedges, mainly due to increase in interest curves and exchange rates throughout 2022. For the reconciliation of Gross Debt and Net Debt, see “Item 4.B. Information on the Company—Business overview—Key financial information.”
Income and social contribution taxes. Ultrapar’s income and social contribution taxes were R$1,060.9 million in 2023, an increase of 211% compared to R$341.5 million in 2022, mainly due to higher operating income and lower net financial expenses. The effective income and social contribution tax rate was 29.6% in 2023, an increase of 11.5 percentage points when compared to the 18.2% tax rate in 2022, due to the payment of interest on capital in 2022, which reduced the taxable income.
Net income from continuing operations. Net income from continuing operations was R$2,517.8 million in 2023, an increase of 64% compared to R$1,538.2 million in 2022, mainly due to higher operating income and lower net financial expenses.
Net income from discontinued operations. There is no net income from discontinued operations in 2023, since the sales of Oxiteno and Extrafarma were closed in 2022. Net income from discontinued operations was R$301.9 million in 2022 and considers the results of Oxiteno from January to March 2022, and the results of Extrafarma from January to July 2022.
Net income for the year. As a result of the foregoing, Ultrapar’s net income was R$2,517.8 million in 2023, an increase of 37% compared to R$1,840.1 million in 2022.
Year ended December 31, 2022, compared to the year ended December 31, 2021.
For a discussion of our results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021, see “Item 5. Operating and financial review and prospects—A. Operating results—Results of operations—Year ended December 31, 2022 compared to year ended December 31, 2021” of our Form 20-F for the year ended December 31, 2022, filed with the SEC on April 25, 2023.
B. Liquidity and capital resources
Sources and uses of funds
Our main sources of liquidity derive from (i) cash, cash equivalents and financial investments, (ii) cash generated from operations and (iii) financings. In addition to these sources of liquidity, as of December 31, 2023, Ultrapar had yet to receive US$150.0 million as a result of the sale of Oxiteno, and R$182.7 million, to be adjusted by DI + 0.5% p.a. since August 1, 2022, as a result of the sale of Extrafarma.
The residual payment of US$150.0 million in connection with the sale of Oxiteno was paid in a single installment on April 1, 2024, without embedded interest. No exchange hedge was contracted to protect against the U.S. dollar fluctuation for this installment. The residual payment of R$182.7 million in connection with the sale of Extrafarma is due on August 1, 2024, adjusted by DI + 0.5% p.a. since August 1, 2022. The present value of the pending installments from Oxiteno and Extrafarma are represented as “Trade receivables – sale of subsidiaries” on the balance sheet of our Consolidated Financial Statements.
Our material cash requirements have included the following:
- Working capital;
- Capital expenditures;
- Amortization of debts; and
- Payment of dividends.
Discussion of contractual obligations
The table below presents a summary of financial liabilities and leases payable as of December 31, 2023 by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash flows, and, therefore, these amounts may be different from the amounts disclosed in the statement of financial position.
R$ million | Total |
| Less than 1 year |
| Between 1 and 3 years |
| Between 3 and 5 years |
| More than 5 years |
Loans, including future contractual interest | 13,410.0 |
| 2,363.3 |
| 4,870.6 |
| 3,258.0 |
| 2,918.1 |
Derivative financial instruments | 1,874.1 |
| 673.0 |
| 752.1 |
| 387.6 |
| 61.3 |
Trade payables | 4,682.7 |
| 4,682.7 |
| - |
| - |
| - |
Trade payables – reverse factoring | 1,039.4 |
| 1,039.4 |
| - |
| - |
| - |
Leases payable | 2,309.8 |
| 418.5 |
| 550.0 |
| 337.7 |
| 1,003.7 |
Financial liabilities of customers | 362.6 |
| 18.7 |
| 343.9 |
| - |
| - |
Contingent consideration | 112.2 |
| - |
| - |
| 112.2 |
| - |
Ultrapar has resources to meet its short-term and long-term cash requirements through a combination of cash, cash equivalents and financial investments (R$7,170.6 as of December 31, 2023), cash generated from operating activities (see “− Cash flows”) and cash generated by financing activities (including new debt financing and the refinancing of some of our indebtedness as it becomes due). We believe that our sources of liquidity are sufficient to meet our short-term and long-term cash requirements going forward. In addition, we do not believe that the absence of cash flow from discontinued operations should cause any material effects in our liquidity or indebtedness.
Cash flows
Net cash provided by operating activities
Net cash provided by operating activities from continuing operations was R$3,849.8 million in 2023, R$1,845.1 million higher than that of 2022, due to the higher operational result of the businesses and lower investment in working capital, as a result of fuel price reductions, partially offset by the reduction of R$1,627.5 million in trade payables – reverse factoring in 2023.
Net cash provided by (consumed by) investing activities
In 2023, net cash consumed by investing activities from continuing operations was R$1,021.6 million, a decrease of R$9,144.8 million compared to 2022, mainly due to the conclusion of the divestments of Oxiteno and Extrafarma in 2022.
Net cash provided by (consumed by) financing activities
In 2023, net cash consumed by financing activities from continuing operations was R$2,494.4 million, R$4,237.3 million lower than that of 2022, mainly due to the repurchase of debt securities in the international market in 2022.
For a discussion of our cash flows for the year ended December 31, 2022, compared to the year ended December 31, 2021, see “Item 5. Operating and financial review and prospects—B. Liquidity and capital resources—Cash flows” of our Form 20-F for the year ended December 31, 2022, filed with the SEC on April 25, 2023.
Cash and cash equivalents
Accordingly, cash and cash equivalents totaled R$5,925.7 million and R$5,621.8 million as of December 31, 2023 and 2022, respectively.
As of December 31, 2023, we had R$6,218.6 million in cash, cash equivalents, financial investments and derivative financial instruments in current assets (short-term) whereas our consolidated debt due from January 1 to December 31, 2024, totaled R$2,363.3 million, including estimated interest payments on loans.
The Company and its subsidiaries use exchange rate hedging instruments (especially between the Real and the U.S. dollar) available in the financial market to protect its assets, liabilities, receipts and disbursements in foreign currency and net investments in foreign operations. Hedging instruments are used to reduce the effects of variations in exchange rates on the Company’s income and cash flows in Reais within the exposure limits under its Financial Risks Management Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, receipts, and disbursements in foreign currencies to which they are related. For additional information regarding our funding and treasury policies, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”
Consolidated debt
Our consolidated short and long-term debt was as follows:
Consolidated debt (in millions of Reais) | Currency |
| Interest rate(1) |
| Principal amount of outstanding and
accrued interest through
December 31, |
|
| |
| |
| 2023 |
| 2022 |
|
Foreign currency – denominated loans: | |
| |
| 5,278.8 |
| 5,190.2 |
|
Notes in the foreign market | US$ |
| 5.3% |
| 3,694.3 |
| 3,973.8 |
|
Foreign loan | US$ |
| 4.6% |
| 1,018.4 |
| 1,161.8 |
|
Foreign loan | JPY$ |
| 1.3% |
| 439.9 |
| - |
|
Foreign loan | EU$ |
| 4.4% |
| 126.2 |
| 54.5 |
|
Reais – denominated loans: | |
| |
| 5,862.5 |
| 6,035.9 |
|
Debentures – CRA – 5th, 7th, 8th, 10th and 11th issuances Ipiranga | R$ |
| IPCA + 5.1% |
| 3,434.3 |
| 3,011.5 |
|
Debentures – CRA – 5th, 7th and 8th issuances Ipiranga | R$ |
| 97.5% of DI |
| - |
| 660.5 |
|
Debentures – 2nd public issuance Ultracargo Logística and 1st issuance Tequimar Vila do Conde | R$ |
| IPCA + 4.1% |
| 556.7 |
| 482.2 |
|
Bank Credit Bills | R$ |
| 109.4% of DI |
| 552.4 |
| - |
|
Debentures – 12th, 13th issuances Ipiranga | R$ |
| 11.2% |
| 539.9 |
| - |
|
Debentures – 12th, 13th issuances Ipiranga | R$ |
| DI + 0.7% |
| 488.3 |
| - |
|
Agribusiness Credit Rights Certificate | R$ |
| 108.6% of DI |
| 201.8 |
| - |
|
Debentures – 1st public issuance Ultracargo Logística | R$ |
| 6.5% |
| 87.8 |
| 81.5 |
|
FINEP – Research and Projects Financing | R$ |
| TJLP (2) – 1.0% |
| 1.3 |
| - |
|
Debentures – 6th issuance – Ultrapar | R$ |
| 105.3% of DI |
| - |
| 1,800.2 |
|
Total loans | |
| |
| 11,141.3 |
| 11,226.0 |
|
Unrealized losses on swaps transactions | |
| |
| 626.7 |
| 524.3 |
|
Total | |
| |
| 11,768.0 |
| 11,750.4 |
|
| (1) | Interest rate as of December 31, 2023. |
| (2) | TJLP = set by the National Monetary Council, TJLP is the basic financing cost of FINEP for agreements entered into before 2020. On December 31, 2023, TJLP was fixed at 6.55% p.a. |
For more information on the composition of debt, changes and maturity of our consolidated debt, see Note 15.a to our Consolidated Financial Statements.
The transaction costs associated with our fundraising are included as part of our financial liabilities. See Note 15.b to our Consolidated Financial Statements for more information.
Ultrapar contracted hedging instruments against foreign currency exchange and interest rate variations for a portion of its indebtedness. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk” and Note 26 to our Consolidated Financial Statements for more information.
Guarantees
The financing does not have collateral as of December 31, 2023 and December 31, 2022 and has guarantees and promissory notes in the amount of R$11.0 billion as of December 31, 2023 (R$9.4 billion as of December 31, 2022). For more information about our guarantees, see Note 15.c to our Consolidated Financial Statements.
Notes in the foreign market
As of December 31, 2023, Ultrapar had R$3.7 billion of debt relating to the issuance of notes in the foreign market, recorded at fair value, all issued by Ultrapar International. For more information about our notes in the foreign market, see Note 15.e to our Consolidated Financial Statements.
Foreign loans
As of December 31, 2023, Ultrapar had R$1.6 billion of debt relating to foreign loans, recorded at fair value, issued by Ipiranga, Ultragaz and Iconic. For more information about our foreign loans, see Note 15.f to our Consolidated Financial Statements.
Debentures
As of December 31, 2023, Ultrapar had R$5.1 billion of debt relating to the issuance of debentures, recorded at fair value. Of this sum, R$4.5 billion and R$0.6 billion was due by Ipiranga and Ultracargo, respectively. For more information about our debenture’s issuances, see Note 15.d to our Consolidated Financial Statements.
For more information about our debt profile, hedge derivative, risks, and financial instruments, see Note 26 to our Consolidated Financial Statements.
Leases payable
As of December 31, 2023, Ultrapar had R$1,523.9 billion of leases payable. For more information about our leases payable, see Note 12.b to our Consolidated Financial Statements.
Capital expenditures and other investments
The following table shows our capital expenditures and other investments, for the years ended December 31, 2023, 2022 and 2021:
| Year ended December 31, |
|
| 2023 |
|
| 2022 |
|
| 2021 |
|
| (in millions of Reais) |
Acquisition of property, plant and equipment | 1,012.6 |
|
| 929.2 |
|
| 1,028.4 |
|
Acquisition of intangible assets | 274.7 |
|
| 277.6 |
|
| 237.5 |
|
(+) Payments of contractual assets with customers – exclusively rights | 597.8 |
|
| 710.9 |
|
| 420.3 |
|
(+) Vendor¹ | 170.2 |
|
| - |
|
| - |
|
(+) Direct costs of right-of-use assets | - |
|
| 48.4 |
|
| 43.6 |
|
(+) Capital increase in associates and joint ventures | - |
|
| 28.0 |
|
| 25.7 |
|
(+) Initial direct costs of right of use assets | 16.7 |
|
| 12.1 |
|
| 14.9 |
|
(−) Capital increase in ConectCar | - |
|
| - |
|
| (15.0 | ) |
(−) Drawdowns of financing to clients, net of receipts | (36.1 | ) |
| (22.3 | ) |
| (32.0 | ) |
(−) Proceeds from disposal of property, plant, and equipment and intangibles | (193.6 | ) |
| (228.8 | ) |
| (162.8 | ) |
(+) Others | 106.8 |
|
| - |
|
| - |
|
Total capital expenditures and other investments | 1,949.2 |
|
| 1,755.4 |
|
| 1,560.6 |
|
Ultragaz | 411.7 |
|
| 354.5 |
|
| 354.3 |
|
Ultracargo | 331.8 |
|
| 229.5 |
|
| 358.0 |
|
Ipiranga | 1,143.0 |
|
| 1,129.9 |
|
| 806.7 |
|
Others | 62.7 |
|
| 41.4 |
|
| 41.6 |
|
1 It considers only vendor operations used to finance prepaid bonuses. Until 2022, it was added to the line item “Payments of contractual assets with customers – exclusively rights”.
In 2023, Ultrapar’s capital expenditures and other investments, net of divestments and receipts, totaled R$1.9 billion, a 11% increase when compared to 2022, due to higher investments in the three main businesses.
- Ultragaz invested R$411.7 million in 2023, directed mainly towards equipment installed in new customers in the bulk segment, acquisition and replacement of bottles, the maintenance of existing operations and information technology.
- Ultracargo invested R$331.8 million in 2023, allocated mainly to the acquisition of the Rondonópolis base from Ipiranga, projects for higher efficiency, maintenance and operational safety of the terminals, and the payment of the grant of Vila do Conde terminal.
- Ipiranga invested R$1,143.0 million in 2023, directed to the expansion and maintenance of Ipiranga’s service stations and franchises network and to logistics infrastructure. Out of the total investments, R$411.1 million refers to additions to fixed and intangible assets and R$768.1 million to contractual assets with customers (exclusive rights). These amounts were offset by the receipt of R$36.1 million of installments from the financing granted to customers, net of releases.
Ultrapar’s investment plan for 2024 totals R$2.7 billion (net of disposals and excluding mergers and acquisitions). The approved limit for investments in expansion is 47% higher than in 2023 and is relatively more concentrated in Ultracargo and Ipiranga.
- Ultragaz is planning to invest R$496.9 million, R$311.0 million of which will be invested in the expansion of its operations and R$185.8 million in maintenance and other investments in upkeep. Investments in expansion are focused on continuously capturing new customers in the bulk segment, on revitalizing and opening points of sale, on projects aimed at optimizing operations and on expanding into new energy solutions. The portion focused on maintenance will be directed to the sustaining of the business and includes mainly investments in maintenance of assets, the renovation and remodeling of points of sale and information technology.
- Ultracargo is planning to invest R$804.1 million, of which R$635.1 million will be invested in the expansion of its operations and R$169.0 million in maintenance and other investments in upkeep. The expansion investments will be mainly focused on the construction of the railway branch at Opla, on increasing the installed capacity of the Itaqui, Santos and Rondonópolis terminals, on building the Palmeirante terminal and on paying the grant of Vila do Conde terminal. The portion focused on maintenance will be directed to sustaining the business and includes mainly investments in maintenance of assets and safety.
- Ipiranga is planning to invest R$1,345.3 million, of which R$581.6 million will be invested in the expansion of its operations and R$763.7 million in maintenance and other investments in upkeep. Investments in expansion of Ipiranga will be mainly directed to branding service stations and expanding logistics infrastructure. The portion focused on maintenance will be directed to the sustaining of the business and includes mainly investments in maintenance of assets, information technology and safety.
C. Research and development, trademarks and patents
Research and development
Our main research and development activities for the last three years are concentrated in the following actions:
Ultragaz carried out a wide range of research and development activities, mainly related to new applications and services for LPG, internet of things and artificial intelligence applied to LPG metering, virtual reality and new customer relationship channels, such as vending machines for LPG cylinders, called Ultragaz 24h, which operates 24/7 and accept many payment methods. Ultragaz has also expanded LPG uses portfolio to agribusiness, with a solution for grain and seed drying, increasing its productivity.
In 2022, Ipiranga restructured its research and development department with the goal of building a portfolio of high-quality products and solutions that are valued and recognized by the market, aligned with Ipiranga’s differentiation strategy.
In the first semester of 2023, the Research and Development (R&D) department successfully concluded the development project of the Ipimax product line. This initiative targeted to improve the performance and quality of Ipiranga’s fuel products. To achieve these goals, Ipiranga conducted rigorous tests in both laboratory settings and real-world conditions, with the collaboration of strategic partners, all conceived by its R&D team. These efforts resulted in the creation of products that are gaining recognition in the market, consequently enriching the portfolio with a variety of fuels. In the second semester of 2023, Ipiranga expanded its innovative initiatives to the B2B business segment by introducing the Ipimax Diesel R5, a product containing 5% green diesel.
Trademarks and patents
Ipiranga and its subsidiaries own registrations for the trademarks used in its distribution business, such as Ipiranga, AmPm, Jet Oil, Clube VIP Ipiranga, Clube do Milhão Ipiranga, Posto 24 horas, Atlantic, Gasolina Original Ipiranga, AmPm Estação, among several others. The 10-year period of validity of the registrations for these trademarks will expire between 2024 and 2034.
Other subsidiaries also own registrations and applications for its main trademarks, such as (i) Ultragaz, Ultragaz Ultrasystem and Brasilgás trademarks for the activities of Ultragaz, (ii) Ultracargo and Ultradata for the activities of Ultracargo, and (iii) Km de Vantagens and abastece aí for the activities of abastece aí. The 10-year period of validity of the registrations for these trademarks will expire between 2024 and 2034.
D. Trend information
We believe that the following significant market trends are the most important trends affecting our results of operations, and we believe this will continue to have a material impact on our results of operations in the future.
LPG business
Any sharp fluctuation in LPG prices charged to LPG distributors can have an impact on Ultragaz’s results if it is unable to maintain its operational margins or sales volume. LPG bulk sales are correlated to economic growth. Thus, an acceleration or deceleration in Brazilian GDP growth can affect our sales volume, since the segment represented 35% of the volume sold by Ultragaz in 2023. Bottled LPG is an essential good for Brazilian population and, therefore, it has a relatively low correlation with economic performance. For more information on LPG prices see “Item 4.B. Information on the Company—Business Overview—Industry and regulatory overview—A. Distribution of LPG—Ultragaz—Prices of LPG.”
In 2021, the exchange rate (R$/US$) in Brazil remained mostly at the same level of the beginning of the year, between R$5.40 and R$5.60, so the volatility observed during 2021 can be attributed mainly to international LPG prices. In the first quarter, international prices fell, following the seasonality of the product. After that, just like most commodities prices worldwide, LPG prices increased to the highest levels since 2014. Petrobras followed that trend and adjusted LPG prices several times in 2021, the last of which happened in October.
In 2022, the conflict between Russia and Ukraine increased volatility in oil prices, mainly in the first semester, with a direct impact on LPG international prices. As a result, Petrobras announced a new adjustment to the LPG price in March, 2022. In the second semester of 2022, the international oil prices dropped. As a result, in September, October, November and December of 2022, Petrobras made new adjustments to the LPG prices, reducing the prices in approximately 23%, comparing August 2022 to December 2022.
Throughout 2023, the price of Mont Belvieu LPG varied by 1.8%, while Petrobras’ price had a negative variation of 24%. In May 2023, Petrobras announced that fuel prices (including LPG) would no longer be guaranteed at the PPI, as was the previous pricing policy. The new pricing policy seeks not to immediately pass on episodes of high market volatility to consumers. Since July 2023, there has been no adjustment by Petrobras in the price of LPG, even with the increase in the price of the raw material in the international market.
In addition to the change in pricing policy, the price of LPG was affected by the change in the ICMS taxation rule. As of May 2023, the tax stopped being ad rem to be ad valorem, with a fixed value per state of R$1.2571/kg. The new legislation led to an increased price of LPG in most of the states in the country.
Liquid bulk storage business
In 2023, the liquid bulk storage sector in independent terminals showed a growth of 3% compared to the previous year, mainly driven by fuel movements, which grew by 11%. Fuels accounted for 70% of the sector’s movement.
Several factors contributed to the year’s result:
- Consumption of diesel and gasoline in Brazil grew by 4%, reaching the highest mark in historical series;
- The year marked the second-highest historical import since 2014, only behind 2022;
- A lower participation of Petrobras in imports (32% in 2023 vs. 41% in 2022); and
- The development of new supply sources of imported derivatives.
The biofuel market in Brazil also stood out:
- Ethanol consumption in Brazil grew 6% and exports expanded 3% in 2023; and
- A growth of 19% in biodiesel consumption, considering the increase in the blend from 10% to 12% in diesel oil.
Fuel distribution business
Due to its essential nature for Brazilian society and economy, the demand for fuels presents a relatively low sensitivity to prices. Therefore, the supply dynamics have been the primary determinant of the competitive environment, price conditions, and consequently, the operational margin of the segment in the short term.
Since the end of 2021, Petrobras announced that it would cease to guarantee the supply of fuels to the Brazilian market. As a result, fuel distribution companies were required to purchase part of their fuel needs in the international market. Given that the production of oil-derivatives by local refineries is not very volatile, the main supply lever in the sector in the short term has been the import of fuels, primarily diesel. The main indicator guiding the level of diesel imports is the prices set by Petrobras. When Petrobras prices are higher than the import parity price, the level of imports tends to rise, and vice versa.
In 2023, due to the sanctions imposed by the European Union and G7 countries on Russia, and its search for alternative destinations to channel its production of oil-derivatives, Russia began offering them at competitive prices, becoming the main supplier of diesel to Brazil, surpassing the United States.
For an in-depth discussion on the supply and demand dynamics for the fuel distribution segment, see “Item 4.B. Information on the Company—Business overview—Fuel distribution.”
E. Critical accounting estimates
The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues, and expenses at the end of the reporting period. Actual results may differ from these estimates. Therefore, the Company and its subsidiaries’ management use the best information available at the date of the preparation of financial statements, as well as the experience of past and current events, also considering assumptions regarding future events. The estimates and underlying assumptions are reviewed on an ongoing basis and changes are recognized in the period in which the estimates are revised and in any future periods affected. Our financial statements are presented in IFRS as issued by the IASB. For summary information, see Note 2 to our consolidated financial statements.
The following accounting estimates were applied by management in 2023 and were considered critical:
Impairment of property, plant and equipment and intangible assets, including goodwill
The Company and its subsidiaries review in every reporting period the existence of any indication that an asset may be impaired. To intangible assets with indefinite useful life, the review is done annually or more frequently, whenever there is an indication that such assets might be impaired. If there is an indication of impairment, the Company and its subsidiaries estimate the recoverable amount of the asset. Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash inflow from continuous use and that are largely independent of cash flows of other assets (cash generating units, “CGU”). The identified CGUs for the evaluation of impairment are similar to reported segments on financial statements. The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling expenses and their value in use.
The fair value less costs to sell is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs, and taxes.
To assess the value in use, the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors were considered. Such cash flows are discounted to their present values using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying value exceeds the fair value of these assets. Losses for impairment of assets are recognized in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses are reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized. A reasonably possible change in the most significant assumptions used for the determination of the value in use for the CGUs would not lead to an impairment loss.
For more details about the judgments, uncertainties related to the assumptions and estimates, and the management analyzes of impacts on the financial statements, see Notes 2.t.2, 2.u and 14.a to our Consolidated Financial Statements.
Recognition of tax credits
The accounting policy applied by the Company considers relevant estimates and judgments for the tax credits recognition and for estimating its recovery. The tax credits are recorded only when management has elements that guarantee (i) that the credit is a legal right; (ii) the amount could be estimated with sufficient reliability to enable it to be compensated or refunded; and (iii) the amounts is recoverable through either offsetting with other tax credits or a tax refund. In cases where the recovery of the asset is not probable, or the amount cannot be reliably measured, the amounts are not recognized, neither a provision is recorded.
For more details about the judgments, uncertainties related to the assumptions and estimates, and the management analyzes of impacts on the financial statements, see Notes 2.t.2, 2.y and 7.a to our Consolidated Financial Statements.
Provisions for tax, civil, and labor risks
A provision for tax, civil and labor risks is recognized for quantifiable risks, when the chance of loss is probable in the opinion of management, supported by internal and external legal counsel, and the amounts are recognized based on the evaluation of the outcomes of the legal proceedings.
Provisions for tax, civil and labor risks are estimated based on the judgment of the management of the Company, supplemented by the experience of similar transactions, evaluation of available evidence, applicable laws, available jurisprudence and, in some cases, reports from independent experts. The risks and uncertainties that inevitably surround many events and circumstances are considered in reaching the best estimate of a provision. Management’s assessment of our exposure to tax, civil and labor risks may change as new developments occur or as new information becomes available.
For more details about the judgments, uncertainties related to the assumptions and estimates, and the management analyzes of impacts on the financial statements, see Notes 2.t.2, 2.o and 18 to our Consolidated Financial Statements.
Realization of deferred tax assets
In order to evaluate the realization of deferred tax assets, we consider the taxable income projections from the business plans of each segment of the Company, which indicate trends and perspectives, demand effects, competition and other economic factors, and represent the management’s best estimate about the economic conditions which existed during the period of realization that the deferred tax asset was taken into account. The main key assumptions used to calculate the realization of deferred tax assets are: growth in GDP, exchange rate, basic interest rate (SELIC) and DI, inflation rate, commodity price index, among others.
For more details about the judgments, uncertainties related to the assumptions and estimates, and the management analyzes of impacts on the financial statements, see Notes 2.t.2, 2.n and 9 to our Consolidated Financial Statements.
Business combinations and acquisition of interest in joint-ventures and associates
A business combination is accounted for applying the acquisition method. The cost of the acquisition is measured based on the consideration transferred and to be transferred, measured at fair value at the acquisition date. The non-controlling interest in the acquired company is measured based on its interest in net assets identified in the acquired company. Goodwill is measured as the excess of the consideration transferred and to be transferred over the fair value of net assets acquired (identifiable assets and liabilities assumed, net). After the initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing purposes, goodwill is allocated to the Company’s operating segments. When the cost of the acquisition is lower than the fair value of net assets acquired, a gain is recognized directly in the statement of income. Costs related to the acquisitions are recorded in the statement of income when incurred. For more details about the judgments, uncertainties related to the assumptions and estimates, and the management analyzes of impacts on the financial statements, as well as the sensitivity analysis of the contingent consideration, see Note 28 to our Consolidated Financial Statements.
For more information about our critical accounting estimates, see Note 2.t.2, 2.v and 28 to our Consolidated Financial Statements.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and senior management
The following table lists the members of our Board of Directors and senior management as of the date of this annual report:
Name |
| Position |
| Years with the
Company |
| Age |
|---|
Board of Directors |
| |
| |
| |
Jorge Marques de Toledo Camargo |
| Chairman |
| 9 |
| 69 |
Marcos Marinho Lutz (2) |
| Vice-Chairman |
| 10 |
| 54 |
Ana Paula Vitali Janes Vescovi |
| Director |
| 5 |
| 55 |
Fabio Venturelli (1) |
| Director |
| 1 |
| 58 |
Flávia Buarque de Almeida |
| Director |
| 5 |
| 56 |
Francisco de Sá Neto (1) |
| Director |
| 1 |
| 58 |
José Mauricio Pereira Coelho |
| Director |
| 9 |
| 57 |
Marcelo Faria de Lima (1) |
| Director |
| 1 |
| 62 |
Peter Paul Lorenço Estermann (1) |
| Director |
| 1 |
| 66 |
Executive Officers |
| |
| |
| |
Marcos Marinho Lutz (2) |
| Chief Executive Officer, Ultrapar |
| 10 |
| 54 |
Rodrigo de Almeida Pizzinatto |
| Chief Financial and Investor
Relations Officer, Ultrapar |
| 24 |
| 47 |
Décio de Sampaio Amaral |
| Officer, Ultracargo |
| 4 |
| 54 |
Leonardo Remião Linden |
| Officer, Ipiranga |
| 6 |
| 58 |
Tabajara Bertelli Costa |
| Officer, Ultragaz |
| 28 |
| 52 |
| (1) | Members of the Board of Directors elected for their first term at the Annual and Extraordinary General Shareholders’ Meeting held in April 2023. |
| (2) | Mr. Lutz was re-elected as Chief Executive Officer of Ultrapar and was elected as the Vice-Chairman of the Board of Directors of the Company at the Annual and Extraordinary General Shareholders’ Meeting held in April 2023. Mr. Lutz was a member of the Board of Directors until December 2021 and took office as Chief Executive Office in January 2022. Mr. Lutz has also served as Ultracargo’s Officer from 2001 to 2003 and held different positions at Ultracargo from 1994 to 1999. |
Summarized below is information regarding the business experience, areas of experience and principal outside business interest of the current members of our Board of Directors and our senior management.
Board of Directors
Jorge Marques de Toledo Camargo. Mr. Camargo joined Ultrapar in April 2015 as a member of the Board of Directors and has been a member of the Investments Committee since 2019 (serving as its coordinator since 2023) and was a member of the Audit and Risks Committee from 2021 to 2023. Since April 2023, Mr. Camargo has been the Chairman of Ultrapar’s Board of Directors. Mr. Camargo has been member of the Board of Directors and coordinator of the People, Sustainability and Governance Committee at Vast Infraestrutura S.A. since 2020. He has also been member of the Board of Directors, Strategy Committee and coordinator of the People, Integrity and Sustainability Committee of Prumo Logística S.A. since 2014 and was also a member of the Board of Trustees of Centro Brasileiro de Relações Internacionais (CEBRI) until 2023. Mr. Camargo served as President of IBP from 2015 to 2018 and was a member of its Board of Directors from 2010 to 2023. He was also a senior advisor at McKinsey & Comp., Inc. from 2012 to 2019. Mr. Camargo was a member of the Board of Directors of Odebrecht from 2018 to 2019, and a member of Nexans’ Strategic Advisory Board from 2014 to 2018. In addition, Mr. Camargo worked for Equinor as Senior Vice-President from 2003 to 2004 and was the President of Equinor Brasil from 2005 to 2009. He worked for Petrobras for 26 years, including as an Executive Officer responsible for the international area. He graduated in geology from the University of Brasilia and obtained a master’s degree in geophysics from the University of Texas.
Marcos Marinho Lutz. Mr. Lutz joined Ultrapar in April 2021 as a member of the Board of Directors and, since January 2022, has held the position of Chief Executive Officer of Ultrapar. Since April 2023, Mr. Lutz has been the Vice-Chairman of Ultrapar’s Board of Directors and a member of the People and Sustainability Committee. He also holds a position as Director of Ultra S.A. since 2021. Mr. Lutz has been a member of the Board of Directors of Votorantim S.A. since 2020 and of Corteva Agriscience since 2019. He also served as a member of the Board of Directors of Rumo Logística S.A. from 2008 to 2020, and as the Chairman in 2020. Mr. Lutz was a member of the Board of Directors of Comgás S.A. from 2018 to 2020, of Raízen from 2013 to 2020, of Moove S.A. from 2008 to 2020 and of Monsanto S.A. from 2014 to 2018. Mr. Lutz was Chairman of the Infrastructure Council of FIESP (Federação das Indústrias do Estado de São Paulo) from 2015 to 2021 and Chief Executive Officer of Cosan from 2009 to 2020. He graduated as a naval engineer from the University of São Paulo and holds an MBA in marketing, operations and logistics from the Kellogg School of Management.
Ana Paula Vitali Janes Vescovi. Ms. Vescovi joined Ultrapar in July 2019 as a member of the Board of Directors and the Audit and Risks Committee (and acted as its coordinator from 2021 to 2023). In 2019, Ms. Vescovi became head of macroeconomics at Banco Santander (Brasil) S.A. Ms. Vescovi was the Chairwoman of the Board of Directors of Caixa Econômica Federal from 2017 to 2018. Ms. Vescovi was also secretary of the National Treasury in the Ministry of Finance of the Federative Republic of Brazil from 2016 to 2018 and deputy minister of the Ministry of Finance in 2018. Ms. Vescovi was member of the Board of Directors of IRB – Brasil Resseguros S.A. from 2016 to 2018. She received a degree in economics from Federal University of Espírito Santo in 1990, a master’s degree in economics from the FGV in 1992 and a master’s degree in public policies from the University of Brasília in 2001.
Fabio Venturelli. Mr. Venturelli joined Ultrapar in April 2023 as a member of the Board of Directors and the Investments Committee. Mr. Venturelli currently serves as Chief Executive Officer at São Martinho S.A., São Martinho Terras Imobiliárias S.A., Bioenergética São Martinho S.A., São Martinho Inova S.A., Bioenergética Santa Cruz S.A., São Martinho Logística e Participações S.A., São Martinho Terras Agrícolas S.A., Bioenergética Boa Vista S.A., Bioenergética São Martinho S.A., and Biometano Santa Cruz Ltda. Mr. Venturelli has also been a member of the Board of Directors of CTC Centro de Tecnologia Canavieira S.A. since 2013, a member of the Related Party Committee and the Coordinator of the IPO Committee since 2023. He served as a member of the Board of Directors at Braskem from 2018 to 2020. Mr Venturelli graduated in production engineering from the University of São Paulo and has executive education from the Insead of Fontainebleau at France.
Flávia Buarque de Almeida. Ms. Buarque de Almeida joined Ultrapar in April 2019 as a member of the Board of Directors and was a member of the Investments Committee until 2023. Currently, she serves as the coordinator of Ultrapar’s People and Sustainability Committee and is a member of its Conduct Committee. She has been a partner, member of the Board of Directors and Chief Executive Officer at Península Capital S.A. since 2015. Ms. Buarque de Almeida has been member of the Board of Directors of O3 Gestão de Recursos Ltda since 2021. She has also been a member of the Board of Directors of Atacadão S.A. since 2017 and W2W E-Commerce de Vinhos S.A. since 2016. Ms. Buarque de Almeida was a member of the Board of Directors of BRF S.A. from 2017 to 2022 and served as Officer at GAEC Educação S.A. from 2014 to 2018. She graduated in business administration from the FGV and holds an MBA from the Harvard Business School, in addition to extension courses from the Kellogg Graduate School of Management (Northwestern University), Insead and Harvard.
Francisco de Sá Neto. Mr. Neto joined Ultrapar in April 2023 as a member of the Board of Directors and the People and Sustainability Committee. Currently, he is also a member of the Board of Directors at Votorantim Cimentos S.A. and has been a partner at E2F Participações S.A. since 2018. He graduated in civil engineering from the Federal University of Bahia and obtained a master’s degree in finance and organizational behavior from the University of California of Berkeley.
José Mauricio Pereira Coelho. Mr. Coelho joined Ultrapar in April 2015 as a member of the Board of Directors and, since 2019, he has been a member of the Audit and Risks Committee, where he has served as coordinator since 2023. Currently, he is also a member of the Risks and Compliance Committee of Banco Santander. He was the Chairman of the Board of Directors of Vale S.A, a position he held from 2019 to 2021, Chief Executive Officer of Previ (Caixa de Previdência dos Funcionários do Banco do Brasil) from 2018 to 2021 and Chairman of the Deliberative Council of ABRAPP (Associação Brasileira das Entidades Fechadas de Previdência Complementar) from 2018 to 2021. He was also a member of the Board of Directors from 2015 to 2018 and Chief Executive Officer from 2017 to 2018 of BB Seguridade Participações. Mr. Coelho served as a member of the Board of Directors of Instituto Brasileiro de Resseguros from 2017 to 2019, Confederação Nacional das Empresas de Seguros Gerais, Mapfre BB SH2 Participações S.A., BB Mapfre SH1 Participações S.A. and Brasilprev Seguros e Previdência S.A. from 2017 to 2018. He obtained a degree in accounting from the Unigranrio University in Rio de Janeiro and an MBA in finance and capital markets, with specialization in corporate governance from the FGV in Rio de Janeiro.
Marcelo Faria de Lima. Mr. Lima joined Ultrapar in April 2023 as a member of the Board of Directors and the Audit and Risks Committee. He has also served as the Chairman of the Board of Directors of Kilmasan Klima Sanayl ve Ticaret AS since 2009, of Metalfrio Solutions S.A. since 2004 and of Veste S.A. Estilo since 2008. He received a degree in economics from the Pontifical Catholic University of Rio de Janeiro.
Peter Paul Lorenço Estermann. Mr. Estermann joined Ultrapar in April 2023 as a member of the Board of Directors and the Investments Committee. He is a partner and Chief of Portfolio Management at Pátria Investimentos since 2021. Mr. Estermann was Chief Executive Officer of Grupo Pão de Açúcar from 2018 to 2020 and of Via Varejo S.A. from 2015 to 2018. Mr. Estermann graduated in agronomy engineering from the Federal University of Lavras and has a post-graduate degree from the Harvard Business School.
Executive Officers
Marcos Marinho Lutz. See “—Board of Directors.”
Rodrigo de Almeida Pizzinatto. Mr. Pizzinatto joined Ultrapar in 1999 as an intern and, since then, he has worked in different areas of the Company, including treasury, M&A, corporate planning, and investor relations. From 2012 to 2014, Mr. Pizzinatto was Ultrapar’s officer of M&A, Corporate Planning, and Investor Relations. From 2014 to 2018, Mr. Pizzinatto served as Extrafarma’s officer, responsible for different areas during his tenure, such as expansion, marketing, commercial and logistics. In June 2018, he was named Chief Executive Officer of Extrafarma, leading a strategic revision and turnaround plan for the company. In October 2020, he was nominated Ultrapar’s Chief Financial and Investor Relations Officer. Mr. Pizzinatto holds a bachelor’s degree in business administration from the FGV and an MBA from the Stanford Graduate School of Business.
Décio de Sampaio Amaral. Mr. Amaral joined Ultrapar in 2020. With over 30 years of experience in procurement, supply chain, implementation of capital projects in Brazil and Australia, Mr. Amaral held leadership positions in Itautec-Philco, Souza Cruz and Vale. From 2017 to 2018, he was the Chief Executive Officer of Camargo Correa Infraestrutura. Mr. Amaral graduated in engineering at ITA and in industrial management at Fundação Vanzolini, he holds a master’s degree in finance from the IBMEC and completed executive programs in IMD and MIT.
Leonardo Remião Linden. Mr. Linden joined Ultrapar in 2017 as Chief Executive Officer of Iconic and, in April 2021, he took over as Commercial Vice President in Ipiranga. Since October 2021, Mr. Linden holds the position of Chief Executive Officer of Ipiranga. He is currently the Chairman of the Board of Directors of Iconic, AmPm and abastece aí, and was a member of the Board of Directors of ABD from 2020 to 2021 and of the Board of Directors of Plural from 2017 to 2020. Mr. Linden has a long executive career in the fuels sector in Brazil and overseas. Prior to joining the Company, he formerly served as Strategic Planning and M&A Vice President from 2014 to 2015, and Marketing Vice President from 2011 to 2014 at Raízen. Mr. Linden also served as Sales and Marketing Vice President at Cosan from 2008 to 2011, after an international career at ExxonMobil between 1990 and 2008. He graduated in business administration from the Federal University of Rio Grande do Sul, with specializations in the University of North Carolina, the Kellogg Business School, and the Thunderbird Executive Education.
Tabajara Bertelli Costa. Mr. Bertelli initiated his career at Ultrapar in 1995 in the finance department and moved to Ultragaz in 2000, where he established a solid career, predominantly in commercial areas. In 2015, he was transferred to Ipiranga, as an officer, to the recent developed department dedicated to Large Consumers Market (B2B) and had the opportunity to develop and consolidate a differentiated strategy to its customers. In January 2019, Mr. Bertelli became Chief Executive Officer of Ultragaz. In March 2023, Mr.Bertelli became the president of the World Liquid Gas Association (WLGA). Mr. Bertelli graduated in industrial engineering and holds a master’s degree in business management, both from the University of São Paulo, and a post-graduation in finance at FGV. Mr. Bertelli also attended the STC – Skills, Tools and Competences from the Kellogg Business School.
B. Compensation
The objectives of our executive compensation policy and practices are (i) to align executives’ and shareholders’ interests, based on the principle of sharing risks and rewards and a long-term view of value creation, (ii) to align individual objectives with the long-term strategy and sustainability of the Company, (iii) to foster autonomy with accountability, recognizing distinguished performance and reinforcing meritocracy, and (iv) to be competitive with the relevant market, enabling the Company to attract and retain the best professionals to lead the Company. Following these principles, we adopt a competitive compensation plan that includes the use of financial, operational and value creation metrics to determine variable compensation targets, market-based benefits, and a long-term equity incentive plan.
In accordance with Circular Letter from CVM/SEP/Annual/2024, from 2020 onwards we ceased to report social security contributions paid by the employer as information on management compensation.
2023 | Board of Directors |
| Executive Officers |
| Fiscal Council |
| Total | |
| (in thousands of Reais, except for the number of members) | |
|
Number of members (1) | 9.30 |
| 5.30 |
| 6.00 |
| 20.60 | |
Number of paid members (1) | 8.60 |
| 5.30 |
| 3.00 |
| 16.90 | |
Annual fixed compensation | 7,503.3 |
| 15,464.6 |
| 828.4 |
| 23,796.3 | |
Salary | 5,581.8 |
| 11,620.7 |
| 828.4 |
| 18,030.9 | |
Participation in committees | 1,921.5 |
| - |
| - |
| 1,921.5 | |
Direct and indirect benefits | - |
| 3,843.9 |
| - |
| 3,843.9 | |
Variable compensation | - |
| 20,871.9 |
| - |
| 20,871.9 | |
Short-term variable compensation | - |
| 20,871.9 |
| - |
| 20,871.9 | |
Long-term variable compensation | - |
| - |
| - |
| - | |
Post-employment benefit | - |
| 1,306.4 |
| - |
| 1,306.4 | |
Benefits upon termination of employment | - |
| 1,007.0 |
| - |
| 1,007.0 | |
Stock-based compensation | 2,334.9 |
| 24,285.2 |
| - |
| 26,620.2 | |
Total compensation | 9,838.2 |
| 62,935.1 |
| 828.4 |
| 73,601.8 | |
(1) Average number of members in the period.
Board members who are also Executive Officers are compensated only for their Executive Officer positions. All effective members of the Fiscal Council are compensated, unlike their alternates, who are not paid any compensation as they do not perform any activity for the Company in such positions.
The table below shows the highest and average individual compensation recognized in our financial statements for our Directors and Executive Officers in 2023:
Body | Number of paid members (1) |
| Highest individual compensation |
| Average individual compensation |
|
| (in thousands of Reais, except for the number of members) |
Board of Directors | 8.60 |
| 2,044.7 |
| 1,144.0 | |
Executive Officers | 5.30 |
| 21,026.5 |
| 11,868.3 | |
(1) Average number of members in the period. |
| | |
The main components of our management compensation plan are:
- Fixed compensation (salary and direct and indirect benefits): a monthly amount paid to compensate for the responsibility and complexity inherent in each position and the individual contribution and experience of the professional, while attempting to maintain levels compatible with those of peer companies. The Chairman and Vice-Chairman of the Board of Directors should earn higher amounts than the other members due to the higher responsibility inherent to the positions. The Executive Officers’ fixed compensation also includes social security contributions, vacation bonus, 13th month salary, healthcare, life insurance and medical checkup, among others. The purpose of the direct and indirect benefits is to follow market practices.
- Fees for participation in statutory committees: an additional monthly amount equivalent to 1/3 of Board members’ monthly fees, consisting of the fixed fees (in cash and in shares). Board members acting as committee coordinators shall earn a monthly amount equivalent to 50% of a Board member’s fixed fees. If a member of the Board of Directors is appointed to more than one committee, the monthly compensation amount shall be limited to 50% of a Board member’s fixed fees, regardless of the position held in the committee. The Chairman of the Board of Directors is not entitled to additional compensation for participation in committees. Fees for participation in statutory committees will not be reflected in the calculation of the number of shares to be granted at the beginning of the term.
- Short-term variable compensation: an annual amount paid to align the interests of the executives with those of the Company. This amount is linked to the Company’s financial and non-financial goals and the achievement of annual individual goals. All targets related to the Company and each member of the Executive Board are established in accordance with the strategic planning. Since 2022, at least 1/3 of the individual goals for executive officers has been related to the ESG agenda specifically designed for each member. Members of the Board of Directors and the Fiscal Council are not eligible for variable compensation.
- Long-term incentive plan: Ultrapar has adopted a share-based incentive plan to strengthen the alignment between the long-term interests of executives and shareholders, to retain executives and to make a relevant portion of their compensation dependent on the creation of value to shareholders. Under the terms of the share plan in force since 2023, which are similar to those of the previous plan approved in 2017, there are three different programs: (i) one exclusively linked to the executives’ tenure with the Company, (ii) one comprising two equal parts, one for retention, linked to the executives’ tenure with the Company, and the other linked to the achievement of financial targets previously set by the Board of Directors, (iii) one exclusively for the members of the Board of Directors, comprising a portion of their fixed remuneration, granted in a single tranche at the beginning of the term of office, with a vesting period of two years from the date of the beginning of the term of office and an additional blocking period of two years after the transfer of the shares. Since 2020, the grants have been based on the economic value-added (EVA®), in accordance with the Company’s Strategic Plan, and since 2022, the long-term incentive agreements have included the malus clause, which provides for the retention of unvested shares upon verification of fraud or material errors in the financial statements that have unlawfully benefited the executive. For the 2024 cycle, the long-term incentive will consider both the tenure and the performance of the companies in accordance with the rules set out in the programs. In addition, the company approved the adoption of Stock Ownership Guidelines (SOG), that requires executives to retain a portion of their compensation in shares while performing their roles in the company, thus demonstrating the commitment of senior executives to the long-term success of the organization and alignment with shareholders’ interests.
As of 2023, any remuneration linked to financial metrics, whether short-term or performance shares granted, will be covered by the Corporate Clawback Policy, which stipulates that executives reimburse the company for amounts unduly paid, if balance sheet restatements show a difference between the gross amounts calculated and those actually paid by the company. Further details can be found in the Corporate Clawback Policy published on the company’s IR website.
- Post-employment benefits: in February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev (Complementary Pension Association), since August 2001. Each participating employee chooses his/her basic contribution to the plan, up to a limit of 11% of employee’s reference salary, according to the rules of the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution.
In addition, the Company shall bear the respective social security contributions, where applicable, to members of the Board of Directors and the Fiscal Council.
Share-based incentive plans. Since 2003, Ultrapar had adopted a share-based incentive plan pursuant to which certain executives had the voting and economic rights of shares held in treasury for a period of five to seven years from the initial grant of the rights. Following this period, Ultrapar transferred the full ownership to those executives subject to uninterrupted employment of the participant during the period. The fair value of the awards is determined on the grant date, based on the market value of the shares on the B3 and the amounts are amortized between five to seven years from the grant date. The number of shares and the executives eligible to this plan were determined by the Board of Directors, and the latest grants under its terms were made in 2016, with vesting periods ending in March 2023. As of December 31, 2023, the amount granted to the Company’s executives, including tax charges, totaled R$9,732 million. In 2023, an amortization in the amount of R$88 thousand was recognized as a general and administrative expense.
A new plan was approved in 2017, which established the terms and general conditions for granting common shares issued by the Company held as treasury shares, which may or may not involve the granting usufruct over any portion thereof for subsequent transfer of ownership for periods determined in each program to officers or employees of the Company or its subsidiaries. As a result, common shares representing up to 1% of the Company’s share capital may be delivered to the participants, which corresponded, at the date of approval of this plan, to 11,128,102 common shares. This limit was modified to reflect the split of shares approved at the Annual and Extraordinary General Shareholders’ Meeting held on April 10, 2019.
In 2023, a new share-based incentive plan was approved once more, establishing the terms and general conditions for granting common shares issued by the Company held as treasury shares, which may or may not involve granting of usufruct over any portion thereof for subsequent transfer of ownership to the Board of Directors, officers or employees of the Company or its subsidiaries. The total number of shares to be delivered to the participants shall be subject to the availability of such shares held in treasury and shall be limited to 5% of the capital stock on the date of the plan’s approval on April 19, 2023, which corresponds to 55,760,215 shares. Annually, up to 1% of the Company’s capital stock may be granted. Also, for the members of the Board of Directors, 40% of the fixed compensation of each member for the whole term of office is going to be granted in restricted stock, at the beginning of each term, with vesting at the end of the term of office and lockup period of two years after the transfer of the ownership of the shares.
As of December 31, 2023, the amount granted to the Company’s executives, including tax charges, totaled R$443.9 million. In 2023, an amortization in the amount of R$70.8 million was recognized as a general and administrative expense.
The chart below sets forth a historical summary of the vested and unvested shares granted to the members of our Board of Directors, Executive Officers, and members of our Fiscal Council as of December 31, 2023:
| December 31, 2023 |
|
Body | Shares granted |
| Transferred shares |
|
Board of Directors | 311,324 |
| 0 |
|
Executive Officers | 3,317,181 (1) |
| 81,754 |
|
Fiscal Council | NA |
| NA |
|
(1) In addition to the number indicated in the above table “shares granted”, 518 thousand shares will be transferred to the Executive Officers as performance shares, the transfer being conditional on the achievement of economic and financial targets by the Company over the vesting period. The number of performance shares may vary from 0% to 150%, based on the achievement of the targets.
C. Board practices
The management is composed of the Board of Directors and the Executive Officers. As of December 31, 2023, our Board of Directors consisted of nine members, eight of whom being non-executive members and seven being independent members. One of the non-independent Board members is Mr. Marcos Lutz, a shareholder of Ultra S.A., who acts as Chief Executive Officer and Vice-Chairman of the Company. The other non-independent Board member, Mr. Peter Paul Lorenço Estermann, is indirectly related to Ultra S.A.
Our Board of Directors must meet every three months and extraordinarily whenever called by its Chairman or by any two directors. During 2023, eleven Board meetings were held.
Each meeting of the Board of Directors requires the majority of the members to be present, including the Chairman or the Vice-Chairman, before the meeting may commence. The vote of the majority of the members present is required for the approval of a resolution by the Board of Directors. In case of a tie, the Chairman, or the Vice-Chairman in the Chairman’s absence, will provide the casting vote. In case of urgency, the Chairman of our Board of Directors (or a third party that he/she may appoint) may call a special meeting of the Board of Directors with a shorter notice period than the usual provided, however, that two-thirds of Board members are present in order to commence such special meeting. Among other responsibilities, the Board of Directors is responsible for (i) setting general guidelines, (ii) electing and removing executive officers, supervising their management and fixing their compensation, (iii) deliberating on the issuance of new shares, within the limits of our authorized capital, (iv) authorizing the distributions of dividends and interest on shareholders’ equity, (v) approving certain transactions (such as indebtedness to third parties, investment or investment project; direct or indirect acquisition or disposal of an equity interest) with value exceeding 5% of our shareholders’ equity, (vi) submit for the approval for our shareholders our dissolution or merger and (vii) select and dismiss the independent auditors. Pursuant to the Brazilian Corporate Law, the Board of Directors must be elected by the shareholders at the General Shareholders’ Meeting. The Chairman and Vice-Chairman shall be elected by the Board.
Members of the Board of Directors are elected for a period of two years and may be reelected.
Our Bylaws require at least 1/3 or two, whichever is higher, of the members of our Board of Directors to be independent directors, which exceeds the 20% required by the Novo Mercado listing rules. In addition, our Bylaws sets forth that the election of the members of the Board of Directors must be made through the nomination of a slate of candidates, unless cumulative voting is requested. Only the following slates of candidates will be eligible: (i) those nominated by the Board of Directors; or (ii) those nominated by any shareholder or group of shareholders. See “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
When electing members to the Board of Directors, shareholders will be entitled to request, as required by law and our Bylaws, the adoption of a cumulative voting process, provided that they do so within, at least, forty-eight hours in advance of the General Shareholders’ Meeting. The minimum percentage of capital necessary for requesting the cumulative voting process is 5% of the shares. In the event the election has been conducted by cumulative voting, the removal of any member of the Board of Directors by the shareholders’ meeting shall entail the removal of the other members, giving rise to a new election. See “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
Executive Officers
As of the date of this annual report, we had five Executive Officers, including our Chief Executive Officer.
Executive Officers are elected for a two-year term and can be reelected. For the dates on which our executive officers began holding their respective position, see “Item 6.A. Directors, senior management and employees—Directors and senior management.”
Fiscal Council
Under the Brazilian Corporate Law, the Fiscal Council is a separate corporate body independent of the management and the independent auditors and it may operate on a permanent or non-permanent basis. According to the Brazilian Corporate Law, a Fiscal Council acting on a non-permanent basis is required to be formed when requested by 10% of voting shareholders in an Annual General Shareholders’ Meeting. However, pursuant to CVM Resolution 70/22, in the case of Ultrapar, holders of 2% of the voting capital are entitled to request the installation of the Fiscal Council. The elected members of the Fiscal Council will remain in place only until the following Annual General Shareholders’ Meeting, in which they may be reelected by our shareholders. The Fiscal Council must meet at least four times per year. Since its establishment, in July 2005, our Fiscal Council has been meeting on a regular basis, and in 2023, it held 9 meetings.
Under the Brazilian Corporate Law, individuals who are members of our Board of Directors or our Executive Board or are employees or spouses or relatives of any member of our management are not eligible to serve on the Fiscal Council. To be eligible to serve on our Fiscal Council, a person must be a resident of Brazil and either hold a university degree or have been a Company officer or Fiscal Council member of another Brazilian company for at least three years prior to the election to our Fiscal Council. Our Fiscal Council, when installed, shall have the duties and obligations provided by the Brazilian Corporate Law, which includes, among others, the examination of the statements of financial position and other financial statements periodically prepared by the Company, at least every three months, and the examination of the accounts and financial statements for the fiscal year and issue an opinion on them. See “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
As set forth in our Bylaws, our Fiscal Council operates on a non-permanent basis and, when installed by the General Shareholders’ Meeting, is composed of three effective members and an equal number of alternate members. As of December 31, 2023, our Fiscal Council was composed of Mr. Flavio Cesar Maia Luz, Mr. Élcio Arsenio Mattioli and Mr. Marcelo Gonçalves Farinha as effective members. These members served a term from April 2023 through April 2024.
At the Annual and Extraordinary General Shareholders’ Meeting held on April 17, 2024, Flavio Cesar Maia Luz, Élcio Arsenio Mattioli and Marcelo Gonçalves Farinha were reelected for another term. At the same meeting, the shareholders approved the payment of a monthly compensation in the amount of R$21.6 thousand for each effective (non-alternate) member of the Fiscal Council, except for the Chairman of the Fiscal Council, whose compensation was set at R$30.0 thousand per month.
As of the date hereof, the composition of our Fiscal Council considering both effective and alternate members is as follows:
Name |
| First year of appointment |
Flavio Cesar Maia Luz |
| 2021 |
Márcio Augustus Ribeiro (alternate) |
| 2007 |
Élcio Arsenio Mattioli |
| 2023 |
Pedro Ozires Predeus (alternate) |
| 2005 |
Marcelo Gonçalves Farinha |
| 2023 |
Luiz Claudio Moraes (alternate) |
| 2024 |
As of the date of this annual report, the position of Chairman of the Fiscal Councial had not yet been defined. Summarized below is the information regarding the business experience, areas of experience and principal outside business interests of the current effective members of our Fiscal Council.
Flavio Cesar Maia Luz. Mr. Luz was the Chairman of the Fiscal Council of Ultrapar from 2005 to 2019, resuming his position for the term of 2021 to 2022. Mr. Luz also served as Coordinator of our Audit and Risks Committee from 2019 to 2021. In addition, he is a member of the Board of Directors and Audit Committee Coordinator of Ser Educacional S.A., Livetech Indústria e Comércio S.A. and Fertilizantes Heringer S.A. He is also a member of the Audit Committee of Serena Energia S.A. and CTC – Centro de Tecnologia Canavieira and a member of the Advisory Board of Brasanitas Empresa Brasileira de Saneamento Ltda. Mr. Luz served as a member of the Board of Directors of Marcopolo S.A. from 2016 until 2018. Mr. Luz also served as member of the Fiscal Council of Itaúsa, Dexco S.A., Linx S.A and CTEEP S.A. Mr. Luz received a degree in civil engineering from University of São Paulo and a post-graduate degree in business administration from the FGV. He also holds certificates of continuing education programs in finance, marketing strategy, negotiation and mergers & acquisitions, from the Harvard Business School, the Stanford University, the California University (Berkeley) and the Wharton Business School, respectively.
Élcio Arsenio Mattioli. Mr. Mattioli has been a member of the Fiscal Council since April 2023. He is also a member of the Fiscal Council of Ultraprev (Complementary Pension Association). Also, he served as Administration and Control Officer at Imifarma Produtos Farmacêuticos e Cosméticos S.A. from 2014 to 2022. Mr. Mattioli graduated in accounting sciences from the College of Economics São Luiz and holds an MBA in business management from the FGV.
Marcelo Gonçalves Farinha. Mr. Farinha has been a member of the Fiscal Council since April 2023. Mr. Farinha also served as an alternate member of the Fiscal Council of HMOBI Participações S.A. from 2022 to 2023, as Commercial Officer from 2020 to 2022, Chief Executive Officer from 2019 to 2020 and Managing, Financial, Risk and Control Officer from 2017 to 2019 at Brasilcap Capitalização S.A. Additionally, from 2019 to 2022, Mr. Farinha has been involved in institutional representation for the insurance, pension, and capitalization industry as President of the National Federation of Capitalization Companies (Fenacap) and Vice President of the National Confederation of General Insurance Companies, Private Pension and Life, Supplementary Health, and Capitalization (CNSeg). He graduated in electrical engineering from the Federal University of Uberlândia and holds a master’s degree in business economics from the Catholic University of Brasília. He also holds an MBA in advanced finance from the University of São Paulo.
Committees of the Board of Directors
Audit and Risks Committee
Our Bylaws, as approved at the Annual and Extraordinary General Shareholders’ Meeting held on April 17, 2024, establish the Audit and Risks Committee as an ancillary body of the Board of Directors. Pursuant to SEC and NYSE requirements, the Audit and Risks Committee shall be comprised of at least three members, all of them members of the Board of Directors and all of them being independent. As required by the applicable regulations of the CVM, at least one member shall have recognized experience in corporate accounting matters. As of the date of this annual report, the Audit and Risks Committee appointed Mr. José Mauricio Pereira Coelho to act as financial expert as that term is defined by the SEC in its final rules implementing Section 407 of the Sarbanes-Oxley Act of 2002. A single member of the Audit and Risks Committee may concentrate the foregoing requirements. All members shall be elected by the Board of Directors for a term of office of two years, and the term shall coincide with the term of office of the Directors. The member of the Audit and Risks Committee who ceases to hold said position may only rejoin the committee after at least three years have elapsed since the end of the term of office.
The Audit and Risks Committee shall (a) recommend to the Board of Directors the retention and dismissal of independent audit services, as well as propose to the Board of Directors the nomination of the independent auditor and their replacement; (b) review the management report and the financial statements of the Company and of its controlled companies, and provide the recommendations it deems necessary to the Board of Directors; (c) review the quarterly financial information, interim statements, and financial statements prepared by the Company; (d) monitor the activities of the Company’s internal audit and internal controls departments, including follow-up and assessment of the effectiveness and sufficiency of the internal control structure and of the internal and independent audit processes of the Company and of its controlled companies, including in relation to the provisions set forth in the Sarbanes-Oxley Act, submitting the recommendations it deems necessary for the improvement of policies, practices and procedures; (e) evaluate and monitor the Company’s risk exposure per the Corporate Risk Management Policy, as well as provide its opinion on any review of the contents thereof, in addition to advising the Board of Directors in connection with the setting of acceptable risk levels; (f) review, monitor and recommend to management any corrections or improvements to be made to the Company’s corporate policies, including the Conflict of Interest and Related Party Transactions Corporate Policy; (g) establish procedures for the acceptance and handling of information submitted by any party relating to alleged noncompliance with applicable legal and regulatory requirements applicable to the Company, in addition to internal regulations, policies and codes, including procedures for confidential or anonymous submission, safeguarding information secrecy; (h) interact with the other Company’s governing bodies in connection with the receipt and review of information on noncompliance with legal and regulatory requirements applicable to the Company, as well as with internal regulations, policies and codes; and (i) provide its opinion on the matters submitted to it by the Board of Directors, as well as on those matters it determines to be relevant. See “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
As of the date of this annual report, the composition of the Audit and Risks Committee is as follows:
Name |
| First year of appointment |
José Mauricio Pereira Coelho (coordinator and financial expert) |
| 2019 |
Ana Paula Vitali Janes Vescovi |
| 2019 |
Marcelo Faria de Lima |
| 2023 |
Although our Bylaws only require a majority of independent directors, the totality of our Audit and Risks Committee members meet the applicable independent membership requirements of the SEC and the NYSE.
For information regarding the business experience, areas of experience and principal outside business interests of the current members of our Audit and Risks Committee, see “Item 6.A. Directors, senior management and employees—Directors and senior management—Board of Directors.”
People and Sustainability Committee
Our Bylaws establish the People and Sustainability Committee as an ancillary body of the Board of Directors. The People and Sustainability Committee shall comprise mostly directors, with at least two independent directors, and its duties shall be as follows: (a) propose to the Board of Directors the compensation to be paid to the directors and executive officers and senior employees of the Company and its controlled companies, to the members of the committees and of other governing bodies assisting the Board of Directors, pursuant to the proposal received from the Chief Executive Officer, and periodically revise the parameters and guidelines and, as a result, the compensation policy and other benefits of the Company; (b) propose to the Board of Directors, pursuant to the proposal received from the Chief Executive Officer, the overall compensation of the directors and executive officers of the Company, which shall be submitted to the shareholders’ meeting, and propose the individual compensation of the Executive Officers; (c) ensure that the Company prepares itself adequately for the succession of its directors, executive officers and other key employees, particularly the Chief Executive Officer and the statutory executive officers; (d) carry out diligence and supervise the steps taken to ensure that the Company adopts a model of competence and leadership, attraction, retention and motivation in line with its strategic plans; and e) carry out diligence and supervise the steps and goals proposed by management related to the sustainability of operations and the development of its material themes, as well as monitoring their compliance. See “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
The People and Sustainability Committee was installed by the Board of Directors at the meeting held on November 9, 2011. As of the date of this annual report, the composition of the People and Sustainability Committee is as follows:
Name |
| First year of appointment |
Flávia Buarque de Almeida |
| 2023 |
Francisco de Sá Neto |
| 2023 |
Marcos Marinho Lutz |
| 2023 |
Investments Committee
Our Bylaws establish the Investments Committee as an ancillary body of the Board of Directors. The Investments Committee shall be responsible for the following duties: (a) evaluate and recommend the Company’s relevant investments, acquisitions or divestments as provided in the policies adopted by the Company; and (b) to monitor the capital allocation strategy and the portfolio management of the Company as defined by the Board of Directors, including mergers and acquisitions. See “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
As of the date of this annual report, the composition of the Investments Committee is as follows:
Name |
| First year of appointment |
Jorge Marques de Toledo Camargo (coordinator) |
| 2021 |
Fabio Venturelli |
| 2023 |
Peter Paul Lorenço Estermann |
| 2023 |
Corporate governance
We are incorporated under the laws of Brazil, and we are subject to Brazilian laws related to corporate governance. Under the Brazilian Corporate Law, there are no legal requirements with respect to corporate governance regarding (i) meetings of non-management directors, (ii) the mandatory establishment and composition of certain board committees or (iii) the adoption and disclosure of corporate governance guidelines or codes of business conduct and ethics. As a non-U.S. issuer, we are exempt from adopting certain NYSE corporate governance requirements. However, we aim to ensure that best practices, recommendations, and standards of corporate governance are employed in our functioning and operations. As of December 31, 2023, we had adopted certain corporate governance practices, such as the requirement that at least 1/3 of the members of the Board of Directors be independent, the implementation and permanent revision of a code of ethics for Ultra S.A., Parth, senior officers and all employees, and the implementation of the Investments, People and Sustainability, and Audit and Risks Committees. It is worth noting that currently the Board of Directors is composed of 78% of independent members. According to our Bylaws, the Fiscal Council acts on a non-permanent basis and should be installed when requested by our shareholders as set forth in the Brazilian Corporate Law.
In 2000, B3 introduced three special listing segments, known as Levels 1 and 2 of Differentiated Corporate Governance Practices and Novo Mercado, which seek to foster a secondary market for securities issued by Brazilian companies with securities listed on B3, by requiring such companies to follow good practices of corporate governance. The listing segments were designed for the trading of shares issued by companies voluntarily abiding by corporate governance practices and disclosure requirements in addition to those already imposed by the Brazilian Corporate Law. These rules generally increase shareholders’ rights and enhance the disclosure of information provided to shareholders.
In 2005, we entered into an agreement with B3 and have complied with the requirements to become a Level 1 Company, which is the entrance level of the Differentiated Corporate Governance Practices of B3.
In 2011, the Extraordinary General Shareholders’ Meeting and the Special Preferred Shareholders’ Meeting approved the conversion of each preferred share into one common voting share and the migration of Ultrapar to Novo Mercado segment (the highest level of governance of B3).
In 2017, new Listing Rules for the Novo Mercado were approved by the CVM and became effective as of January 2, 2018. Some of the modifications of the Novo Mercado Listing Rules include the following requirements: (i) set up an Audit Committee (statutory or non-statutory); (ii) structure and disclose a process of assessment of the Board of Directors, its committees and the Executive Officers; (iii) establish and disclose a Code of Conduct, as well as a Compensation Policy, a Nomination Policy for the Board of Directors, its Committees and Executive Officer, a Risk Management Policy, a Related Party Transaction Policy and a Securities Trading Policy, all of them with minimum requirements. For more information on B3’s Novo Mercado segment, see “Exhibit 2.3—Rules of the Novo Mercado.”
In addition, we have provisions that exceed such requirements. For example, according to the rules of Novo Mercado, the minimum percentage of independent members of the Board of Directors is set at 20%, while a minimum of 1/3 is required in our Bylaws. Our Bylaws also establish a mandatory tender offer for 100% of the Company’s shareholders in the event a shareholder, or a group of shareholders acting in concert, acquire or become holder of 20% of the Company’s shares, excluding treasury shares. Our Bylaws do not establish any limitation on voting rights, special treatment to current shareholders, public tender offers for a price above that of the acquisition price of shares or any other poison pill provisions, thus assuring the effectiveness of a majority shareholders’ approval on all matters to be deliberated. See “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
Termination agreements
Not applicable.
D. Employees
As of December 31, 2023, we had 9,729 employees. The following table sets forth our number of employees per line of business at the dates indicated:
| Number of employees (1) |
|
| As of December 31, |
|
| 2023 |
| 2022 |
| 2021 |
|
SSC and others (2) | 624 |
| 648 |
| 564 |
|
Holding (2) | 175 |
| 176 |
| 130 |
|
Ultragaz | 3,443 |
| 3,505 |
| 3,387 |
|
Ultracargo | 850 |
| 830 |
| 870 |
|
Ipiranga | 4,637 |
| 4,619 |
| 3,907 |
|
Ultrapar | 9,729 |
| 9,778 |
| 8,858 |
|
(1) Excluding interns, apprentices, on leave and retirees.
(2) In 2022 and 2023, 43 and 46 employees, respectively, mainly from the accounting and IT departments, were relocated from SSC and others to Holding.
Ultrapar’s employees are covered by collective agreements with the labor unions that represent different industry sectors. Ultragaz’s and Ipiranga’s employees are covered mainly by the ore and oil products commerce labor union; Ultracargo’s employees are covered mainly by the general goods handling and general administrative assistants labor union; and the Holding’s and the SSC’s employees are covered in the trade union of autonomous commerce agents and advisory, expertise, information and research, and accounting services companies. These are the labor unions that cover most of the employees in their respective businesses, but there are other labor unions which cover our employees to a lesser degree, for example, those that represent the port and railway transportation sectors. All agreements, signed between the companies and labor unions of each sector, addresses social, financial, labor union and labor relations issues.
In 2001, our Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by Ultrapar and each of its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev (Complementary Pension Association), since 2001. Under the terms of the plan, every year each participating employee chooses his/her basic contribution to the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution, up to a limit of 11% of the employee’s base salary, according to the rules of the plan. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.3% and 1.0% of their respective contribution (including accumulated funds) in Ultraprev or (ii) a fixed monthly amount which will exhaust their respective contribution (including accumulated funds) over a period of 5 to 35 years. The sponsoring company does not guarantee the amounts, or the duration of the benefits received by each employee that retires. The total number of participating employees as of December 31, 2023, was 4,053.
E. Share ownership
In accordance with our Bylaws, our common shares are our sole class of capital stock authorized and outstanding. They entitle their holders to voting rights on any matter. See “Item 6.C. Directors, senior management and employees—Board practices—Corporate governance.”
On April 10, 2019, the Annual and Extraordinary General Shareholders’ Meeting approved a stock split of the shares issued by Ultrapar, so that each share was replaced by two shares of the same class and type, and Ultrapar’s capital stock became composed of 1,112,810,192 common shares. The stock split did not involve any change in the capital stock, therefore there was no alteration in the financial amount and shareholder participation in the Company’s capital stock. The share split was implemented on April 24, 2019, which was also the date that the corresponding stock split of our American Depositary Shares was implemented.
Since February 2020, the Company’s Board of Directors confirmed the issuance of 2,594,076 common shares, within the authorized capital limit provided by the Article 6 of our Bylaws, due to the partial exercise of the rights conferred by the subscription warrants issued by the Company as a result of the merger of all Extrafarma shares into the Company as approved by the Extraordinary General Shareholders’ Meeting held on January 31, 2014. For more information about these subscription warrants, see Note 19 to our Consolidated Financial Statements. As of the date of this annual report, our subscribed and paid-in capital stock consisted of 1,115,404,268 common shares, all of which have equal voting and equity rights.
The table below sets forth the number of our common shares beneficially owned, as of April 2, 2024, by each of our current directors and executive officers including through their participation in Ultra S.A.:
| Total |
|
|---|
| Common shares |
| % |
|
|---|
Board of Directors | |
| |
|
Jorge Marques de Toledo Camargo | — |
| 0% |
|
Marcos Marinho Lutz (2)(3) | 18,258,579 |
| 2% |
|
Ana Paula Vitali Janes Vescovi | — |
| 0% |
|
Fabio Venturelli (1) | — |
| 0% |
|
Flávia Buarque de Almeida | — |
| 0% |
|
Francisco de Sá Neto (1) | 16,568 |
| 0% |
|
José Mauricio Pereira Coelho | — |
| 0% |
|
Marcelo Faria de Lima (1) | — |
| 0% |
|
Peter Paul Lorenço Estermann (1) | — |
| 0% |
|
Executive Officers | |
| |
|
Rodrigo de Almeida Pizzinatto (3) | 1,195,858 |
| 0% |
|
Décio de Sampaio Amaral (3) | 861,467 |
| 0% |
|
Leonardo Remião Linden (3) | 1,000,500 |
| 0% |
|
Tabajara Bertelli Costa (3) | 1,320,000 |
| 0% |
|
| |
| |
|
Board of Directors and Executive Officers | 22,652,972 |
| 2% |
|
Total | 1,115,404,268 |
| 100% |
|
| |
| |
|
| (1) | Members of the Board of Directors elected for their first term at the Annual and Extraordinary General Shareholders’ Meeting held in April 2023. |
| (2) | Individual who beneficially own shares through his participation in the holding company Ultra S.A. See “Item 7.A. Major shareholders and related party transactions—Major shareholders.” Also, includes the ownership of 49.9% of IgelPar. See “Item 4.A. Information on the Company—History and development of the Company—Corporate events.” |
| (3) | Executives who were granted shares through the Deferred Stock Plan. |
Since 2003, Ultrapar has adopted stock-based compensation plans to certain executives. For more information about these plans, see “Item 6.B. Directors, senior management and employees — Compensation” and Note 8.c to our Consolidated Financial Statements.
F. Disclosure of a registrant’s action to recover erroneously awarded compensation
Not applicable.
A. Major shareholders
The table below shows the capital stock of Ultrapar as of April 2, 2024:
| Total |
|
|---|
| Common shares |
| % |
|
|---|
Shareholders | |
| |
|
Ultra S.A. | 279,593,690 |
| 25% |
|
Parth | 85,667,912 |
| 8% |
|
Canada Pension Plan Investment Board. | 56,341,152 |
| 5% |
|
BlackRock, Inc. | 55,813,586 |
| 5% |
|
Shares held in treasury | 25,705,705 |
| 2% |
|
Others | 612,282,223 |
| 55% |
|
Total | 1,115,404,268 |
| 100% |
|
On November 22, 2021, Ultrapar was notified by Canada Pension Plan Investment Board that it reached an aggregate ownership position of 5.03% of common shares issued by Ultrapar as of November 17, 2021, amounting to 56,084,095 shares. Canada Pension Plan Investment Board also informed that between the achievement of the relevant negotiation and the announcement date, it acquired another 257,057 shares, totaling 56,341,152 shares.
On May 4, 2023, Ultra S.A. and Parth informed the Company that the shareholders bound by the 2020 Shareholders’ Agreement increased their ownership position in the Company. A total of 35.5% of the Company’s capital stock is bound by the 2020 Shareholder’s Agreement as of April 2, 2024.
On February 9, 2024, Ultrapar was notified by the shareholders Squadra Investimentos – Gestão de Recursos Ltda. and Squadra Investments – Gestão de Recursos Ltda. that they reached an aggregate ownership position of 5.18% of common shares issued by Ultrapar as of February 8, 2024, being (i) 47,746,539 common shares and (ii) 10,003,000 common shares referenced in derivative instruments with physical settlement. At the time, Squadra also held a short economic exposure through derivative instruments with physical settlement referenced to 7,123,000 common shares. Of the total reported above, 7,330,305 common shares have been temporarily transferred to third parties under security lending.
Ownership and capital structure of Ultra S.A. and Parth
As of April 2, 2024, Ultra S.A. and Parth owned approximately 25% and 8%, respectively, of Ultrapar’s shares. As of April April 2, 2024, the capital stock of Ultra S.A. and Parth were beneficially owned as follows:
| Ultra S.A. |
| Total |
|
|
| Shares |
| % |
|
Shareholders |
| |
| |
|
Pátria |
| 19,013,229 |
| 20% |
|
Fabio Igel (1) |
| 17,635,594 |
| 19% |
|
Ana Maria Levy Villela Igel |
| 11,820,856 |
| 12% |
|
Christy Participações Ltda |
| 9,039,643 |
| 10% |
|
Joyce Igel de Castro Andrade |
| 5,798,377 |
| 6% |
|
Marcia Igel Joppert |
| 5,723,252 |
| 6% |
|
Others |
| 21,437,467 |
| 23% |
|
Subtotal |
| 90,468,418 |
| 95% |
|
Directors and officers | |
| |
|
Marcos Marinho Lutz (1) | 4,321,407 |
| 5% |
|
Total directors and officers | 4,321,407 |
| 5% |
|
Total | 94,789,825 |
| 100% |
|
(1) Includes the ownership of 50.1% and 49.9% of IgelPar held by Mr. Igel and Mr. Lutz, respectively. See “Item 4.A. Information on the Company—History and development of the Company—Corporate events.”
| Parth |
| Total |
|
|
| Shares |
| % |
|
Shareholders |
| |
| |
|
Jennings Luis Igel Hoffenberg |
| 61,788,141 |
| 36% |
|
Pedro Igel de Barros Salles |
| 59,144,754 |
| 34% |
|
Bettina Igel Hoffenberg |
| 42,267,183 |
| 24% |
|
Venus Quartz LLC |
| 9,595,506 |
| 6% |
|
Total shareholders |
| 172,795,584 |
| 100% |
|
Shareholders’ Agreements
On May 2, 2018, Ultra S.A. and Parth executed a Shareholders’ Agreement to set forth a set of rules to govern the relationship between these two shareholders. This 2018 Shareholders’ Agreement replaced the Ultra S.A. Shareholders’ Agreement executed in 2014 and should be in force for a period of five years, automatically renewable for a further period of five years, except if a termination notice is sent by one party to the other up to six months before the end of its term.
The 2018 Shareholders Agreement’s main terms were substantially related to (i) how Ultra S.A., Parth and its shareholders should vote at Ultrapar’s Shareholders’ Meetings; (ii) procedures to exchange any party’s shares in Ultra S.A. or in Parth for shares of Ultrapar; and (iii) procedures applicable to the exercise of right of first refusal, preemptive rights and tag-along rights. Additionally, any third party purchasing Ultra S.A.’s shares bound by the Shareholders’ Agreement must agree to be bound by the Shareholders’ Agreement.
In July 2019, Ultra S.A. informed the Company that its shareholders approved the disposal of all shares issued by Ultra S.A. held by Mr. Paulo Guilherme Aguiar Cunha and his family, which was concluded through certain transactions carried out in November 2019. As a result, Mr. Paulo Guilherme Aguiar Cunha and his family no longer hold any shares issued by Ultra S.A. and, therefore, are no longer parties to the Ultrapar’s 2018 Shareholders’ Agreement.
On August 18, 2020, Ultra S.A. and Parth entered into the 2020 Shareholders’ Agreement to include Pátria in its capacity as Ultra S.A.’s shareholder then holding a 20% stake in Ultra S.A.'s capital stock, as consenting intervening party, therefore bound by the provisions of the 2020 Shareholders’ Agreement. The 2020 Shareholders’ Agreement replaced the 2018 Shareholders’ Agreement in its entirety, and the terms and conditions remain substantially the same of the latter. See “Exhibit 2.9 - Shareholders’ Agreement dated August 18, 2020.”
On September 28, 2021, Ultra S.A. informed the Company that Mr. Marcos Marinho Lutz, our Chief Executive Officer, became a shareholder of Ultra S.A., holding 2.4% of its capital stock, and became a consenting intervening party of the 2020 Shareholders’ Agreement.
On May 29, 2023, Ultra S.A. informed the company that its shareholders approved the amendment of the 2020 Shareholders’ Agreement to include previsions related to the exercise of preemptive rights related to the right of usufruct and trust and the adhesion of Mrs. Maria Tereza Igel to the 2020 Shareholders’ Agreement.
A total of 35.5% of the Company’s capital stock is bound by the 2020 Shareholder’s Agreement as of April 2, 2024. See “Exhibit 2.11—Shareholders’ Agreement dated August 18, 2020.”
B. Related party transactions
As of December 31, 2023, Ultrapar is responsible for guarantees and securities provided to subsidiaries in the amount of R$10,966.9 million. This disclosure of related party transactions is provided for purposes of the rules governing Annual Reports on Form 20-F and is not meant to suggest that these matters would be considered related party transactions under IFRS.
The related parties’ transactions for financial statements purposes are transactions between the subsidiaries of the Ultrapar with joint-ventures and associates companies that are not eliminated in the consolidation of financial statements. The main related parties’ transactions are related to RPR and Chevron’s companies. See Note 8.a to our Consolidated Financial Statements for a detailed breakdown of related party transactions as of December 31, 2023.
C. Interests of expert and counsel
Not applicable.
- Consolidated statements and other financial information
For our consolidated financial statements and notes thereto see “Item 18. Financial Statements.”
Dividends and distribution policy
Dividend policy
The bylaws of a Brazilian company may establish a minimum percentage of the net income that must be paid to shareholders as mandatory dividends. The amounts due as dividends may be paid as interest on net equity. As of December 31, 2023, our Bylaws provided for a mandatory dividend of at least 25% of the Company’s adjusted net income, after the allocation of 5% of the net income to the legal reserve.
The Brazilian Corporate Law defines the “net income” as the results of the relevant fiscal year, reduced by accumulated losses of prior fiscal years, provisions for income tax and social contribution on the net income for such fiscal year, and amounts allocated to employees’ and management’s participation on the results in such fiscal year.
Under the Brazilian Corporate Law, the net income may be reduced or increased by the following:
- Amounts allocated to the legal reserve;
- Amounts allocated to the statutory reserve, if any;
- Amounts allocated to the contingency reserve, if required;
- Amounts allocated to the unrealized profit reserve;
- Amounts allocated to the income tax exemption reserve;
- Amounts allocated to the retained profit reserve;
- Reversions of reserves registered in prior years, in accordance with Brazilian GAAP; and
- Reversions of the amounts allocated to the unrealized profit reserve, when realized and not absorbed by losses.
Legal reserves. We are required to maintain a legal reserve to which we must allocate 5% of our net income until the amount of our legal reserve equals 20% of paid-in capital. We are not required to make any allocations to the legal reserve for any fiscal year in which such reserve, when added to our capital reserves, exceeds 30% of our capital stock. Accumulated losses, if any, may be charged against the legal reserve. Other than that, the legal reserve can only be used to increase our capital.
Statutory reserves. Under the Brazilian Corporate Law, any corporation may create statutory reserves, in which case it shall be provided in its respective bylaws. In this case, the bylaws must also indicate the reserve purpose, allocation criteria and maximum amount of reserve. As provided in our Bylaws, we may allocate up to 75% of our adjusted net income to an investment reserve, up to the limit of 100% of our capital stock.
Contingency reserves. Under the Brazilian Corporate Law, our shareholders may decide, upon a proposal of our Board of Directors, to allocate a discretionary amount of our net income to a contingency reserve for estimated future losses, which are deemed probable. The distributable amount may be further increased by the reversal of such reserve in the fiscal year when the reasons that justified the creation of such reserve cease to exist or in which the anticipated loss occurs. Accordingly, there is no specific percentage of net income allocable to this type of reserve.
Unrealized profits reserves. Under the Brazilian Corporate Law, when the mandatory dividend amount exceeds the realized net income in a given fiscal year, our shareholders may elect, upon a proposal of our Board of Directors, to allocate some or all of the excess dividend amount to any unrealized profits reserve. The Brazilian Corporate Law defines “realized” net income as the amount by which the company’s net income exceed the sum of (i) its net positive results, if any, from the equity method of accounting for earnings and losses of the company’s subsidiaries and certain of its affiliates and (ii) the profits, gains or returns that will be received by the company after the end of the next fiscal year. The distributable amount is increased by the profits that were allocated to such reserve when they are realized.
Income tax exemption reserve. Under the Brazilian Corporate Law, the portion of the net income derived from donations or governmental incentives directed to investments, can be excluded of the distributable amount.
Retained profits reserve. Under the Brazilian Corporate Law, our shareholders may decide to retain a discretionary amount of our net income that is provided for in a budget approved in the Annual General Shareholders’ Meeting, upon the proposal of its Board of Directors, for the expansion of our installations and other investment projects. After the conclusion of the relevant investments, we may retain the reserve until the shareholders approve the transfer of the reserve, in full or in part, to its capital or to the accumulated profits reserve. In accordance with the Brazilian Corporate Law, if a project to which part of the reserve has been allocated has a term exceeding one year, the budget for such project must be approved by the General Shareholders’ Meeting each fiscal year through the conclusion of the project.
The Brazilian Corporate Law provides that all statutory allocations of net income, including the unrealized profits reserve and the reserve for investment projects, are subject to approval by the shareholders voting at a general shareholders’ meeting and may be used for capital increases or for the payment of dividends in subsequent years. The legal reserve is also subject to approval by the general shareholders’ meeting and may be transferred to capital or used to absorb losses but is not available for the payment of dividends in subsequent years.
The balance for the profit reserve accounts, except for the contingency reserve and unrealized profits reserve, may not exceed the share capital. If this happens, our shareholders must determine whether the excess will be applied to pay in the subscribed and unpaid capital, to increase and pay in the subscribed stock capital or to distribute dividends.
The profits unallocated to the accounts mentioned above must be distributed as dividends.
A company is permitted to allocate to the unrealized profits reserves all income from equity gains in subsidiaries that are not distributed to the company in the form of cash dividends. When such gains are distributed to the company in the form of cash dividends, the company is required to reverse the reserve. See “Item 3.D. Key information—Risk factors—Risks relating to the shares and the american depositary shares.” In addition to the mandatory distribution, the Board of Directors may recommend to the shareholders the payment of interim distributions from other funds that are legally available for such purposes. Any payment of an interim dividend may be set off against the amount of the mandatory dividend distribution for that fiscal year.
As an alternative form of payment of dividends, Brazilian companies may distribute interest on capital, which payments may be treated by a company as a deductible expense for income and social contribution taxes purposes. Payments of interest on capital may be made at the discretion of our Board of Directors, subject to the approval of the holders of our common shares. Payments of interest attributed to shareholders’ equity, net of withholding tax, may be distributed as part of the minimum mandatory dividends, to the extent that it does not exceed the limits described below. This interest is calculated in accordance with the daily pro rata variation of the Brazilian government’s TJLP, as determined by the Central Bank from time to time, and cannot exceed the greater of:
- 50% of net income (after the deduction of the social contribution on profits and before the provision for corporate income tax and the amounts attributable to shareholders as net interest on equity) related to the period in respect of which the payment is made; or
- 50% of the sum of retained profits and profit reserves in the beginning of the period with respect to which the payment is made.
Under the Brazilian Corporate Law, a company may suspend the mandatory distribution, either in the form of dividends or payments of interest on capital, if the shareholders at the General Shareholders’ Meeting determine, based on the Board of Directors’ proposal, which is reviewed by the Fiscal Council when installed. The payment of the mandatory distribution for the preceding fiscal year would be inadvisable in light of the company’s financial condition. The management of the Company must report to the CVM such suspension within five days of the relevant General Shareholders’ Meeting. Under the Brazilian Corporate Law, mandatory distributions that are suspended and not offset against losses in future years must be paid as soon as the financial condition of the company permits.
We declare and pay dividends and/or interest on capital, pursuant to the Brazilian Corporate Law and our Bylaws. Our Board of Directors may approve the distribution of dividends and/or interest on capital, calculated based on our annual or semiannual financial statements or on financial statements relating to shorter periods. The amount of any distributions will depend on a series of factors, such as our financial condition, prospects, macroeconomic conditions, tariff adjustments, regulatory changes, growth strategies and other issues our Board of Directors and our shareholders may consider relevant.
The amount of retention of profits and investments reserve are free of distribution restrictions and totaled R$6.3 billion as of December 31, 2023.
We usually pay dividends or interest on equity twice a year – interim dividends or interest on equity are paid after the reporting of the second quarter financial statements and the remaining is paid after the reporting of the annual financial statements.
We declared dividends to our shareholders of R$713.5 million for 2023. On August 9, 2023, the Company distributed the amount of R$273.8 million for the interim dividends’ payment (equivalent to R$0.25 per common share). On March 15, 2024, the Company distributed the amount of R$439.7 million (equivalent to R$0.40 per common share).
The following table sets forth the dividends per share distributed by Ultrapar in the last three years.
Dividend history
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Year ended December 31, |
| Common shares (1) |
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| (in Reais per share) |
| (in US$ per share) (2) |
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2023 |
| 0.65 |
| 0.13 |
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2022 (dividends) |
| 0.10 |
| 0.02 |
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2022 (interest on equity) (3) |
| 0.41 |
| 0.08 |
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2021 |
| 0.37 |
| 0.07 |
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| (1) | The number of shares used in the dividends per share calculation has not been retrospectively adjusted to reflect the issuance common shares that occurred as a result of the partial exercise of the subscription warrants issued to the former Extrafarma shareholders. |
| (2) | The amounts in Reais have been converted into U.S. dollars using the exchange rates at each respective payment date. |
| (3) | With income tax withholding at a rate of 15%, net interest would be R$0.35060 per share, except for corporate shareholders that are proven to be immune or exempt. |
Payment of dividends. Within the four months following the end of each fiscal year, our shareholders are required to hold an Annual General Shareholders’ Meeting to decide, among other things, on the allocation of our net income with respect to the fiscal year ended immediately prior to the shareholders’ meeting and the payment of an annual dividend. Additionally, interim dividends may be declared by our Board of Directors. Under the Brazilian Corporate Law, dividends are generally required to be paid within 60 days following the date the dividend was declared, unless a shareholders’ resolution sets forth another date of payment, which, in either case, must occur prior to the end of the fiscal year in which such dividend was declared. Pursuant to the Brazilian Corporate Law, dividends revert to us three years after the date when we begin to pay such declared dividends.
Shareholders who are not residents of Brazil must register with the Central Bank to have dividends, sales proceeds or other amounts with respect to their shares eligible to be remitted in foreign currency outside of Brazil. The shares underlying the ADSs will be held in Brazil by Itaú Corretora de Valores S.A.(custody), as agent for the Depositary. For purposes of the registration requirement, the Depositary is deemed to be the stockholder of the shares underlying the ADSs. The Depositary will register such common shares with the Central Bank.
Payments of cash dividends and distributions, if any, will be made in Brazilian currency to the Custodian on behalf of the Depositary. The Custodian will then convert such proceeds into U.S. dollars and will cause such U.S. dollars to be delivered to the Depositary for the distribution to holders of ADSs. See “Description of american depositary receipts” in our Registration Statement filed on Form F-1, declared effective on April 12, 2005. In the event that the Custodian is unable to convert immediately the Brazilian currency received as dividends into U.S. dollars, the amount of U.S. dollars payable to holders of ADSs may be adversely affected by devaluations of the Brazilian currency that may occur before such dividends are converted and remitted. See “Item 3.D. Key information—Risk factors—Risks relating to Brazil.”
Dividends paid by a Brazilian Corporation, in cash or in kind, in respect of the shares paid to shareholders who are not Brazilian residents, including holders of ADSs, are not subject to withholding income tax in Brazil to the extent that such amounts are related to profits generated after January 1, 1996. Dividends paid from profits generated before January 1, 1996 may be subject to Brazilian withholding income tax at varying rates, according to the tax legislation applicable to each corresponding year.
Distributions of interest attributable to shareholders’ equity are currently subject to withholding tax at a rate of 15%, or 25% in the case of a shareholder domiciled in a “tax haven.” See “Item 10.E. Additional information—Taxation—Brazilian tax considerations.”
Legal proceedings
Provisions for tax, civil and labor risks. The Company and its subsidiaries are parties to tax, civil, environmental, regulatory, and labor disputes at the administrative and judiciary levels. As of December 31, 2023, the amount of these provisions for tax, civil and labor risks was R$1,304.1 million (R$45.8 million for current provisions and R$1,258.3 million for non-current provisions). For more information about provisions for tax, civil and labor risks, see Note 18.a to our Consolidated Financial Statements.
Contingent liabilities. The Company and its subsidiaries are party to tax, civil, environmental, regulatory and labor claims whose likelihood of loss is assessed by the legal department of the Company and its subsidiaries as possible. Based on the opinion of its external legal advisors and based on these assessments, no provisions were made for these claims in the financial statements. As of December 31, 2023, the total amount involved in proceedings for which the risk of loss was classified as possible was R$4,013.4 million, of which R$3,148.2 million, R$624.7 million and R$240.5 million were respectively related to contingent liabilities from (i) tax matters and social security matters; (ii) civil, environmental and regulatory claims; and (iii) labor matters. For more information about provisions for contingent liabilities, see Note 18.b to our Consolidated Financial Statements.
Antitrust matters
Acquisition of NEOgás. The acquisition of 100% of NEOgás by Ultragaz was duly submitted to CADE on December 6, 2022. On December 23, 2022, the General Superintendence of CADE issued a decision approving the transaction without restrictions. On January 11, 2023, CADE issued a certificate (“certidão de trânsito em julgado”) formalizing the definitive approval of such decision. On February 1, 2023, the transaction was closed.
Consortium agreement with Supergasbrás. A consortium agreement between Ultragaz and Supergasbrás was duly submitted to CADE on July 12, 2022. The agreement covers the sharing of LPG storages and filling plants on a country-wide level. On March 28, 2023, the General Superintendence of CADE issued a decision for the approval of the transaction without restrictions. On April 12, 2023, the General Superintendence of CADE’s decision was challenged. On August 16, 2023, CADE approved the agreement through the execution of a Merger Control Agreement (“Acordo de Controle de Concentrações”), which preserves the rationale of the consortium.
Divestment of Oxiteno. The sale of 100% of Ultrapar’s interest in Oxiteno, amounting to 100% of Oxiteno’s share capital, to Indorama was duly submitted to CADE on November 11, 2021. On March 4, 2022, the General Superintendence of CADE issued a decision approving the transaction without restrictions. On March 24, 2022, CADE issued a certificate (“certidão de trânsito em julgado”) formalizing the definitive approval of such decision. On April 1, 2022, the transaction was closed.
Divestment of Extrafarma. The sale of 100% of Ipiranga’s interest in Extrafarma, amounting to 100% of Extrafarma’s share capital, to Pague Menos was duly submitted to CADE on September 16, 2021. On June 22, 2022, the General Superintendence of CADE issued a decision approving the transaction without restrictions. On July 7, 2022, CADE issued a certificate (“certidão de trânsito em julgado”) formalizing the approval of the transaction subject to the execution of a Merger Control Agreement (“Acordo de Controle de Concentrações”). The closing of the transaction occurred on August 1, 2022.
Acquisition of Opla. On April 19, 2023, Ultracargo signed an agreement for the acquisition of a 50% stake in Opla, held by Copersucar. On May 29, 2023, the General Superintendence of CADE issued a decision approving the transaction without restrictions. On June 14, 2023, CADE issued a certificate (“certidão de trânsito em julgado”) formalizing the definitive approval of such decision. The transaction was closed on July 1, 2023.
Acquisition of Serra Diesel Transportador Revendedor Retalhista Ltda. On May 21, 2023, Ultrapar, through its subsidiary Ultrapar Mobilidade Ltda., signed an agreement for the acquisition of 60% of the shares of Serra Diesel Transportador Revendedor Retalhista Ltda. The acquisition complements Ultrapar’s activities in the distribution of liquid fuels. The transaction was closed on September 1, 2023.
Acquisition of relevant ownership position in Hidrovias. On March 24, 2024, the Company signed, through a subsidiary, a share purchase and sale instrument for the acquisition of 128,369,488 shares of Hidrovias do Brasil, which represent 16.88% of its share capital. As of the date of this annual report, the closing of the transaction was still subject to approval by CADE, among other closing conditions. For more information, see “Item 4.A. Information on the Company—History and development of the Company—Recent developments.”
B. Significant changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited Consolidated Financial Statements included in this annual report.
- Offer and listing details
Not applicable. The listing details regarding the company’s stock as required by Item 9.A.4 is set forth below in “—C. Markets.”
B. Plan of distribution
Not applicable.
C. Markets
Our shares are listed on the São Paulo Stock Exchange under the ticker symbol “UGPA3” and the ADSs are listed on NYSE under the symbol “UGP.”
D. Selling shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the issue
Not applicable.
- Share capital
Not applicable.
B. Memorandum and articles of association
We are registered with the commercial registry of the state of São Paulo under the registration number 35,300,109,724. Pursuant to chapter I, article 3 of our Bylaws, our main corporate purpose is the investment of our capital in commerce, industry, agriculture, and service provision, through the subscription or acquisition of shares or quotas of other companies.
General
Set forth below is a summary of selected significant provisions of our Bylaws and the Brazilian Corporate Law, the rules and regulations of the CVM and the Novo Mercado listing segment of B3 regarding certain corporate matters applicable to us. This description does not purport to be complete and is qualified by reference to our Bylaws, the Brazilian Corporate Law, the rules and regulations of the CVM and the rules of the Novo Mercado.
In connection with the Conversion, at the Extraordinary General Shareholders’ Meeting and the Special Preferred Shareholders’ meeting, both held on June 28, 2011, our shareholders approved (i) the conversion of all preferred shares into common shares at a ratio of one preferred share for one common share; (ii) changes to and consolidation of our Bylaws; (iii) the Company’s adherence to the rules of the Novo Mercado of the B3; and (iv) the confirmation that the new provisions related to the rights of all Company’s shareholders in the event of a sale of control of the Company, pursuant to the new Bylaws and the Novo Mercado regulations, are equivalent to the provisions of the Ultra S.A. shareholders’ agreement dated as of March 22, 2000. Such decisions became effective on the date the shares issued by the Company were admitted to trade at the Novo Mercado of the B3.
As a result of the Conversion, due to the new capital structure, other shareholders’ rights are currently not applicable, for instance, the right to separate elections for the Board of Directors and Fiscal Council. On the other hand, common shareholders are entitled to voting rights in any matter.
Since our shares are listed on the Novo Mercado, we are required to comply with heightened requirements for corporate governance. In addition, we are not permitted to issue preferred shares or any shares with restricted voting rights while listed on this segment pursuant to its rules. As of January 2, 2018, the new rules for Novo Mercado came into effect. Our Bylaws were amended on April 10, 2019 to reflect these rules.
Description of capital stock
On April 10, 2019, the Annual and Extraordinary General Shareholders’ Meeting approved a stock split of the shares issued by Ultrapar, so that each share would be represented by two shares of the same class and type. The stock split did not involve any change in the capital stock, therefore being no alteration in the financial amount and shareholder participation in the Company’s capital stock. The share split was implemented on April 24, 2019, which was also the date that the corresponding stock split of our American Depositary Shares was implemented.
As of December 31, 2023, our subscribed and paid-in capital stock consisted of 1,115,212,490 common shares, all of which have equal voting and equity rights, with no par value, of which 25,710,823 common shares were held in treasury.
On February 28, 2024, our Board of Directors confirmed the issuance of 191,778 common shares within the limits of the authorized capital stock pursuant to Article 6 of the Company’s Bylaws, due to the partial exercise of the subscription warrants issued by the Company as of the approval of the Extrafarma transaction. These common shares have the same rights assigned to the other shares previously issued by the Company.
As of the date of this annual report, the Company’s capital stock is represented by 1,115,404,268 common shares, all of them nominative and with no par value.
Subscription warrants
As a result of the Extrafarma transaction, the Company issued subscription warrants to the former Extrafarma shareholders which could potentially lead to the issuance of up to 6,411,244 shares, taking into account the stock split approved in April 2019 (3,205,622 shares prior to the April 2019 stock split). Since 2020, the subscription warrants have been partially exercised, with an issuance of 2,594,076 common shares, to former Extrafarma shareholders. As of the date of this annual report, the exercise of the remaining subscription warrants by the former Extrafarma shareholders could potentially lead to the issuance of up to 3,095,127 additional shares of Ultrapar. For more information about these subscription warrants, see Note 19 to our Consolidated Financial Statements.
Voting rights
Each common share entitles its holder to one vote at the matters of the Shareholders’ Meetings, in accordance with the Brazilian Corporate Law, our Bylaws and the Novo Mercado regulations. For more detailed information with respect to the voting rights of our common shares see our Form 8-A filed with the SEC on August 15, 2011 in the section “Description of Capital Stock—Shareholders’ Meetings” and “Exhibit 2.8 - Description of Securities Registered under Section 12 of the Exchange Act.”
Also, under the Brazilian Corporate Law, only shareholders registered as such in our corporate books may attend Shareholders’ Meetings. All common shares underlying the ADSs are registered in the name of the depositary bank. A holder of ADSs, accordingly, is not entitled to attend Shareholders’ Meetings. A holder of ADSs is entitled to instruct the depositary bank as to how to exercise the voting rights of its common shares underlying the ADSs in accordance with procedures provided for in the Deposit Agreement, but a holder of ADSs will not be able to vote directly at a Shareholders’ Meeting or appoint a proxy to do so. For more information, see “Item 3.D. Key information—Risk factors— Risks relating to our common shares and ADSs.”
Deregistration as publicly-held company
We may only deregister as a publicly-held company if such deregistration is approved by a majority of the shareholders present at a Shareholders’ Meeting, which shall be conditioned to: (i) the launching of a public tender offer for the acquisition of all of our outstanding shares in accordance with the provisions of the Brazilian Corporate Law, the CVM rules and regulations, the Novo Mercado regulation and our Bylaws by us, our controlling shareholders or a group of controlling shareholders and (ii) the acceptance of at least two thirds of the shareholders representing the free float that show up at the tender offer auction (whether by selling their shares or expressly agreeing with the deregistration), in which case we would become a privately-held company. The price offered for such outstanding shares must at least correspond to the fair value of such shares as set forth in the respective appraisal report issued by a specialized institution with proven experience hired by the offeror for the purposes of the tender offer.
Shareholders holding at least 10% of the free float of our shares may require our management to call a special Shareholders’ Meeting to determine whether to perform another valuation using the same or a different valuation method. This request must be made within 15 days following the disclosure of the price to be paid for the shares in the public tender offer. If the new valuation price is equal to or lower than the original valuation price, the shareholders making such request as well as those who vote in its favor must reimburse the Company for any costs incurred in preparing the new appraisal report. If the new valuation price is higher than the original valuation price, the offeror shall then decide whether to proceed with the public tender offer observing the new price or withdraw the tender offer, in which case the Company will continue to be registered as a publicly held company.
Withdrawal from the Novo Mercado
According to the new Novo Mercado Listing Rules – applicable as of January 2, 2018 – and to our Bylaws, the withdrawal from the Novo Mercado may be: (i) voluntary; or (ii) mandatory, as a result of the violation of any of the rules of the Novo Mercado or the deregistration as publicly-held company.
The withdrawal, however, shall only occur after the launching of a public tender offer for the Company’s outstanding shares, which shall (i) follow, as applicable, the CVM regulation that rules that the mandatory tender offer for the deregistration as publicly held company (including the abovementioned possibility to request a second valuation report); (ii) be launched at a fair price, as appointed in the appraisal report issued by a specialized institution with proven experience for the purposes of the tender offer; and (iii) be approved by at least 1/3 of the shareholders representing the free float that participate in the tender offer auction (whether by selling their shares or expressly agreeing with the withdrawal from the Novo Mercado).
The obligation to launch such public tender offer, however, may be waived by the majority of the shareholders representing the Company’s free float present at the Shareholders’ Meeting convened to resolve on that matter. Such Shareholders’ Meeting may be held on first call with the attendance of shareholders representing two thirds of the free float or, on second call, with the attendance of any number of shareholders representing the free float.
The withdrawal from the Novo Mercado does not necessarily result in our deregistration as a publicly held company on the B3.
If the Company participates in a corporate reorganization involving the transfer of its shareholders’ base to a company that is not listed in the Novo Mercado, such resulting company or companies must apply for listing on Novo Mercado within one hundred and twenty days from the date of the General Shareholders’ Meeting that approved the reorganization, unless the majority of the shareholders representing the Company’s free float present at such Shareholders’ Meeting agrees with the non-listing of the resulting company.
Pursuant to the new rules of the Novo Mercado and to our Bylaws, the voluntary withdrawal shall be preceded by a public tender offer at fair market value. For the withdrawal to move forward, shareholders representing more than 1/3 of the outstanding shares must accept the tender offer or expressly agree to delist without selling the shares.
According to the rules of the Novo Mercado, in the event of a transfer of our shareholding control within 12 months following our delisting from the Novo Mercado, the selling controlling shareholder(s) and the acquirer must offer to acquire the remaining shares for the same price and terms offered to the selling controlling shareholders, duly updated, or pay the difference, if any, between the tender offer price accepted by the former shareholders, duly updated, and the price obtained by the controlling shareholder in selling its shares.
Sale of control
In the event of a direct or indirect sale of the Company’s shareholding control, through a single or series of transactions, the acquirer must conduct a public tender offer for all shares held by the remaining shareholders to ensure equal treatment of all shareholders (tag-along right). Such right has been provided to Ultrapar’s shareholders since March 22, 2000, in accordance with the terms of the Ultra S.A. shareholders’ agreement signed on the same date, which has since then been rescinded and replaced by our Bylaws. The tender offer is subject to applicable laws and regulations, our Bylaws and the rules of the Novo Mercado.
A public tender offer is also required when there is an assignment for consideration of share subscription rights or rights of other securities convertible into our shares, which results in the transfer of control of the Company. In such case, the acquiring shareholder must (i) complete a public tender offer for our remaining shares on the same terms and conditions offered to the selling shareholder and (ii) according to our Bylaws, reimburse the counterparties from whom it has acquired our shares on the stock exchange in the six-month period preceding the transaction which resulted in a change in control. The reimbursement amount corresponds to the positive difference between the price paid to the selling shareholder in the transaction that resulted in a change of control and the adjusted price paid in the transactions carried out on the B3 during this six-month period, as adjusted by the Selic rate up until the payment date.
The buyer of a controlling interest shall, after the financial settlement of the foregoing tender offer, take the appropriate actions to, over the course of the subsequent 18 months, restore the minimum percentage of outstanding shares as per the rules of the Novo Mercado.
Acquisition of a relevant interest
Any person, regardless of whether he/she is a shareholder, which, on his/her own account or acting jointly with another person, acquires our shares, through a single transaction or a series of successive transactions, representing 20% or more of our capital stock, is required to make a tender offer for the acquisition of the shares held by the remaining shareholders at a price equal to the highest value per share paid by him/her in the preceding six months, adjusted pursuant to the Selic rate. Such persons will not be required to carry out a public tender offer in the event they timely and cumulatively sell on a stock exchange the number of our shares that exceeds such thresholds, within 30 days from the date they provide notice to the Company of their intent to make such sales. In addition, the requirement to carry out a public tender offer will not apply in the event any shareholder or group of shareholders hold more than 50% of our capital stock at the time of acquisition of the relevant interest.
Public tender offers
A single public tender offer may be launched for more than one of the purposes provided for in our Bylaws, the Novo Mercado Listing rules, the Brazilian Corporate Law or in the regulations issued by the CVM, provided that the procedures used when conducting the unified public tender offer are compatible with all requirements of each individual public tender offer, the public tender offers do not suffer any damages and the authorization of the CVM is obtained, when required by the applicable law.
Shareholders’ Meeting
A General Shareholders’ Meeting must be convened and held in accordance with the requirements of the Brazilian Corporate Law. Shareholders’ meetings are called by the publication of a notice on at least three occasions in a widely circulating newspaper of the state of São Paulo, our principal place of business, and the newspaper’s website. As determined by the Brazilian Corporate Law, the first notice of a Shareholders’ Meeting shall be given at least 21 days prior to holding the meeting. However, the CVM rules require that companies whose shares are also represented by ADSs must convene a Shareholders’ Meeting no later than 30 days in advance. In addition to such newspaper publication, the CVM requires that all documents related to the agenda to be deliberated upon on the meeting are filed with the CVM and on the CVM website (www.cvm.gov.br), as well as being made available at the Company’s headquarters and on its website, and on the B3’s website.
Holders of shares voting at a General Shareholders’ Meeting have the exclusive power to: (i) amend our Bylaws; (ii) elect or dismiss members of the Board of Directors, at any time; (iii) install our Fiscal Council and elect its members; (iv) receive the yearly accounts by management and to accept or reject management’s financial statements, including the allocation of net income and the distributable amount for payment of the mandatory distribution and allocation to the various reserve accounts; (v) authorize the issuance of debentures considering the terms of our Bylaws; (vi) suspend the rights of a shareholder in the event that such shareholder does not comply with obligations imposed by law or our Bylaws; (vii) accept or reject in-kind contributions offered by a shareholder in consideration for issuance of capital stock; (viii) pass resolutions to reorganize the legal form of merge, consolidate or split the company, to dissolve and liquidate the company, to elect and dismiss our liquidators and to examine their accounts; and (ix) authorize management to declare us insolvent and to file for judicial reorganization (a procedure involving protection from creditors available under the Brazilian Corporate Law).
Except as otherwise provided by the Brazilian Corporate Law, a General Shareholders’ Meeting may be held if shareholders representing at least one-quarter of the voting capital are present. If no such quorum is present, a second notice must again be given eight days in advance, and a meeting may then be convened without any specific quorum requirement, subject to the minimum quorum and voting requirements for certain matters, as described below. A shareholder whose voting rights have been suspended for any reason may still attend the General Shareholders’ Meeting and take part in the discussion of matters submitted for consideration.
Except as otherwise provided by law, resolutions in a General Shareholders’ Meeting are passed by a simple majority vote, with abstentions not being taken into account. In general, each share has the right to one vote. Under the Brazilian Corporate Law and in accordance with our Bylaws, the approval of shareholders representing at least one-half of the issued and outstanding shares is required for the following types of action: (i) creating a new class of shares that has a priority, preference, right, condition or redemption or amortization superior to an existing class of shares, such as preferred shares (in which case we would be required to delist from the Novo Mercado segment in accordance with its rules); (ii) changing the mandatory distribution; (iii) changing the corporate purpose; (iv) entering into any merger, consolidation or reorganization of the Company; (v) dissolving or liquidating the Company, and (vi) participating in a group of companies defined under the Brazilian Corporate Law. In the case of (i), the vote of the holders of a majority of issued and outstanding shares of the affected class is also required.
General Shareholders’ Meetings are called and convened by the chairman of our Board of Directors and are presided over by the chairman of our Board of Directors, or a person designated by him. The chairman of the meeting shall select a secretary from among the meeting’s attendees. Shareholders’ Meetings also may be called by (i) any shareholder, if our Board of Directors fails to call a Shareholders’ Meeting within 60 days after the date on which it is so required; (ii) shareholders holding at least 5% of our shares if our Board of Directors fails to call a meeting within eight days after receipt of a justified request to call the meeting and by those shareholders indicating the proposed agenda; (iii) shareholders holding at least 5% of our shares if our Board of Directors fails to call a meeting within eight days after receipt of a request to call the meeting to form a Fiscal Council; and (iv) our Fiscal Council, if one exists, in the event that the Board of Directors fails to call an Annual General Shareholders’ Meeting within a month of the required date. The Fiscal Council may also call an Extraordinary General Shareholders’ Meeting in the specific context set forth in the Brazilian Corporate Law.
Location of our Shareholders’ Meeting
Our Shareholders’ Meetings usually take place at our headquarters in the city of São Paulo, located in the state of São Paulo. The Brazilian Corporate Law permits us to hold Shareholders’ Meetings elsewhere in the event of force majeure, provided that the meetings are held in the city of São Paulo and a notice of the meeting clearly indicates where the meeting is to occur.
Also, pursuant to the terms of the CVM Resolution 81/22, as amended, the Shareholders’ Meeting may occur through a digital platform and shareholder meetings held exclusively in a digital manner are considered to have taken place at the company's headquarters, unless otherwise indicated. Accordingly, the shareholders shall attend the meeting through remote voting form and through digital platform, in person or by a duly appointed attorney-in-fact.
Notice of a Shareholders’ Meeting
According to the Brazilian Corporation Law, all call notices of General Meetings must be published at least three times in a newspaper widely circulated, which, in Ultrapar’s case, is the Valor Econômico and in the newspaper’s website. The call notice must include, in addition to the place, date and time, the agenda of the meeting and, in the case of a proposed amendment to the Ultrapar Bylaws, a description of the subject matter of the proposed amendment.
Conditions of admission to our Shareholders’ Meeting
Our Bylaws provide that, in order to attend a Shareholders’ Meeting, each shareholder must furnish a share statement issued by the bookkeeping or custodian institution that indicates the number of shares of record held. The Company shall determine the deadline for the shareholders to furnish the share statement on the notice of the Shareholders’ Meeting. Shareholders represented by proxy must send to the Company the respective power of attorney also prior to the meeting. The attorney-in-fact must have been appointed less than a year prior to the meeting, and the power of attorney must be granted to a shareholder, corporate officer, lawyer, or financial institution.
The shareholders which are investment funds must send the Company, within the same period mentioned in the paragraph above: (i) evidence of the capacity of fund manager conferred upon the individual or legal entity representing the shareholder at the Shareholders’ Meeting, or the proxy granting such powers; (ii) the corporate action of the manager, in case it is a legal entity, granting powers to the representative attending the Shareholders’ Meeting or to whom the power of attorney has been granted; and (iii) in the event the representative or attorney-in-fact is a legal entity, the same documents referred to in (ii) above, as related thereto.
We will verify in good faith the validity of the documents showing the capacity of a shareholder’s representative and will presume the truthfulness of the credible statements made by such representative. However, shareholders will be prohibited from participating in any meeting if such shareholders or their representatives fails to present the respective power of attorney or the custodian’s statement (if shares are held through a custodian institution).
In the event a shareholder participates in a meeting without proper representation as mentioned in the paragraph above, or in case such shareholder does not own the number of shares claimed to be owned by it, we will notify such shareholder about the issue and will disregard the votes cast by such shareholder at the meeting. In addition, regardless of whether we hold another Shareholders’ Meeting to vote on the same matters, such shareholders will be liable for any losses and damages arising from their acts.
Should a dispute arise with respect to the exclusion from a meeting under such circumstance, the dispute will be submitted to arbitration as provided for in the Novo Mercado regulations and pursuant to our Bylaws.
C. Material contracts
2020 Shareholders’ Agreement
On August 18, 2020, Ultra S.A. and Parth entered into the 2020 Shareholders’ Agreement to include Pátria, in its capacity as Ultra S.A.’s shareholder then holding a 20% stake in Ultra S.A.’s capital stock, as consenting intervening party, therefore bound by the provisions of the 2020 Shareholders’ Agreement. The 2020 Shareholders’ Agreement replaced the 2018 Shareholders’ Agreement in its entirety, and the terms and conditions remained substantially the same of the latter. On September 28, 2021, Ultra S.A. informed the Company that Mr. Marcos Marinho Lutz became a shareholder of Ultra S.A., holding 2.4% of its capital stock, and became a signatory of the 2020 Shareholders’ Agreement. On May 29, 2023, Ultra S.A. and Parth amended the 2020 Shareholders’ Agreement about the preemptive right related to usufruct and trust, as well as to include Mrs. Maria Teresa Igel who usufructuary. A total of 35.5% of the Company’s capital stock is bound by the 2020 Shareholder’s Agreement as of April 2, 2024. See “Exhibit 2.11—Shareholders’ Agreement dated August 18, 2020.”
Extrafarma’s sale agreement
In May 2021, Ultrapar entered into a share purchase agreement for the sale of all shares of Extrafarma to Pague Menos and, in August 2022, the transaction was closed. The total sale price of R$700.0 million was adjusted by the variations in working capital and the Net Debt position of Extrafarma of R$37.7 million resulting in the total amount of R$737.7 million, which was settled on August 1, 2022. The payment of a remaining installment of R$182.7 million will be adjusted by DI + 0.5% p.a., calculated since August 1, 2022, and is due in August 2024 by Pague Menos. The Company held a 100% stake in Extrafarma, through its subsidiary Ipiranga.
Oxiteno’s sale agreement
In August 2021, we announced the signing of a share purchase agreement for the sale of all shares of Oxiteno to Indorama and, on April 1, 2022, the transaction was closed. The initial payment of US$1,150.0 million (equivalent to R$5,449.6 million), adjusted by the variations in working capital and Net Debt position of Oxiteno of US$176.4 million (equivalent to R$834,0 million), resulted in the total initial payment of US$1,326.4 million (equivalent to R$6,283.6 million), which was settled on April 1, 2022. The final payment of US$150.0 million (equivalent to R$749.4 million) was settled on April 1, 2024. Oxiteno was a wholly-owned subsidiary of the Company.
The conversions between U.S. dollars and Reais were based on the exchange rate of R$4.74 to US$1.00 on March 31, 2022 and of R$5.00 to US$1.00 on March 31, 2024, which were the commercial selling rate for U.S. dollars as of the respective dates, as reported by the Central Bank.
Acquisition of relevant ownership position in Hidrovias
On March 24, 2024, the Company signed, through a subsidiary, a share purchase and sale instrument for the acquisition of 128,369,488 shares of Hidrovias, which represent 16.88% of Hidrovias’s total share capital (“Transaction Shares”), for a price of R$3.98/share. Prior to such transaction, Ultrapar already held 4.99% of Hidrovias’ share capital, which, together with the Transaction Shares, would amount to an ownership position of 21.87% of Hidrovias’ share capital. As of March 24, 2024, the Company was also party to a financial settlement derivatives transaction referenced in shares of Hidrovias equivalent to 4.99% of its share capital (such position, the “Derivatives Position”). The closing of the acquisition of the Transaction Shares is subject to certain conditions, including the approval by CADE and an amendment to Hidrovias’ bylaws to the effect that a mandatory tender offer for all of its outstanding shares be required only upon a shareholder holding shares in excess of 40% of Hidrovias’ total share capital.
On March 25 and 26, 2024, Ultrapar disposed of its Derivatives Position and then acquired shares of Hidrovias representing approximately 5.03% of its share capital through a stock exchange transaction. Therefore, on March 26, 2024, Ultrapar became the holder of shares of Hidrovias representing approximately 10.02% of its share capital. As a result, assuming the acquisition of the Transaction Shares is consummated, Ultrapar would become the holder of 204,560,288 shares of Hidrovias, representing approximately 26.90% of its share capital.
The acquisition of this stake in Hidrovias is aligned with Ultrapar's strategy to expand its presence in sectors exposed to the Brazilian agribusiness sector, mainly in the Midwest and Northern regions of Brazil, investing in companies in which Ultrapar can contribute based on its strategic, operational, administrative and financial knowledge. Ultrapar plans to be a strategic and long-term reference shareholder of Hidrovias, supporting its growth, governance and management model. The objective of such acquisitions of shares of Hidrovias is to enable Ultrapar to exercise certain shareholder rights in Hidrovias resulting from the ownership of such shares.
D. Exchange controls
There are no restrictions on ownership of our common shares or ADS by individual or legal entities domiciled outside Brazil. However, the right to convert dividend payments, interest on shareholders’ equity payments, and proceeds from the sale of our shares into foreign currency and to remit such amounts abroad is subject to restrictions under foreign investment legislation, which generally require, among other things, that the relevant investment be registered with the Central Bank and the CVM.
Foreign investors may register their investment in our shares under the Resolution 278 of the Central Bank, dated as of December 31, 2022, as amended, or under the Resolution 4,373 of the National Monetary Council, dated as of September 29, 2014. Registration under the Resolution 4,373 affords favorable tax treatment to foreign investors who are not residents in a favorable jurisdiction, as defined by the Brazilian tax laws.
Portfolio foreign investments are regulated by the Resolution 4,373 and the CVM Resolution 13/20, as amended. The Resolution 4,373 provides that foreign investors may invest in financial and capital markets in Brazil, including by means of the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers, provided that certain requirements are fulfilled.
Under the Resolution 4,373, foreign investors may invest in the same instruments and operational modalities available to the investors residing or domiciled in Brazil. The definition of foreign investor includes individuals, legal entities, funds, and other collective investment entities, residing, domiciled, or headquartered abroad.
Pursuant to Annex I of the Resolution 4,373 and the CVM Resolution 13/20, as amended, among the requirements applicable, in order to invest in Brazil under the mentioned resolution, a foreign investor must:
- Appoint at least one representative in Brazil, which must be a financial institution or other institution authorized to operate by the Central Bank of Brazil. The local representative appointed by the foreign investor shall be responsible for performing and updating the registration of the investments made by the foreign investor with the Central Bank of Brazil, as well as the registration of the foreign investor with the CVM;
- Through its representative in Brazil, register itself as a foreign investor with the CVM;
- Through its representative in Brazil, register its foreign investment with the Central Bank; and
- Appoint an authorized custodian in Brazil for its investments, which must be a financial institution or entity duly authorized by the Central Bank or the CVM. Pursuant to article 2, paragraph 4 of the Annex I of the Resolution 4,373, individuals are not subject to this requirement.
Securities and other financial assets held by non-Brazilian investors pursuant to Annex I of the Resolution 4,373 must be registered or maintained in deposit accounts or under the custody of an entity duly authorized by the Central Bank or the CVM, as applicable, or be registered with clearing houses and other entities that provide services of registration, clearing and settlement duly licensed by the Brazilian Central Bank or the CVM, as applicable. In the case of Depositary Receipts (DRs), the record must be made by the Brazilian custodian entity on behalf of the foreign depositary institution.
Annex II of the Resolution 4,373 of the National Monetary Council provides for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers.
For purposes of the mandatory registration with the Central Bank of foreign investments in the Brazilian financial and capital markets, the Resolution 4,373 expressly provides that simultaneous foreign exchange transactions (i.e., without effective transfer of funds to or from abroad) shall be required in specific situations, including (i) conversion of credits held by foreign investors in Brazil into foreign investment in the financial and capital markets; (ii) transfer of investments made in depositary receipts to the modality of foreign direct investments (or investimento estrangeiro direto) under the Resolution 278 or investments in the Brazilian financial and capital markets under Annex I of the Resolution 4,373; and (iii) transfer of investments in the Brazilian financial and capital markets under Annex I of the Resolution 4,373 to the modality of foreign direct investments (or investimento estrangeiro direto) under the Resolution 278.
In addition, the Resolution 4,373 does not allow foreign investors to perform investments or sell the invested assets outside of organized markets, except as expressly authorized by the CVM through specific regulation or according to the exceptions provided in the CVM Resolution 13/20, as amended. Pursuant to the CVM Resolution 13/20, as amended, the exceptions for investments outside of organized markets include subscription, stock bonus, initial public offers and the exercise of put options for shareholders that remain following a tender offer, among others.
Foreign investors must be registered with the Brazilian Internal Revenue Service (“Receita Federal”) pursuant to the Nominative Instruction 2,119, dated as of December 6, 2022, as amended, and the Nominative Instruction 2,172, dated as of January 9, 2024, as amended. This registration process is undertaken by the investor’s legal representative in Brazil.
The right to convert dividend payments and proceeds from the sale of our shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation which generally requires, among other things, that the relevant investment be electronically registered with the Central Bank and the CVM.
We have obtained a certificate of registration in the name of The Bank of New York Mellon, the depositary, with respect to our ADS program. Pursuant to this certificate, the custodian and the depositary are able to convert dividends and other distributions with respect to the shares represented by ADSs into foreign currency and to remit the proceeds outside Brazil. In order for a holder of our ADSs to surrender its ADSs for the purpose of withdrawing the shares represented thereby, the investor is required to register as a Resolution 4,373 investor and meet the requirements mentioned above, as well as register its investment with the Central Bank. If the investor’s representatives fail to obtain or update the relevant certificates of registration, the investor may incur additional expenses or be subject to operational delays which could affect its ability to receive dividends or distributions relating to the shares or the return of its capital in a timely manner. An investor who surrenders its ADSs and withdraws the shares thereunder may be subject to less favorable Brazilian tax treatment on the gains from the disposition of the investment than a holder of ADSs.
E. Taxation
This description does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular investor, including tax considerations that shall arise from rules of general application to all taxpayers or to certain classes of investors or that are generally assumed to be known by investors.
This summary is based upon tax laws of Brazil and the United States as of the date of this annual report, which are subject to change, possibly with retroactive effect, and to differing interpretations. Investors who hold our shares and ADSs should consult their own tax advisors as to the Brazilian, U.S. or other tax considerations relating to the ownership and disposition of shares or ADSs, including, in particular, the effect of any non-U.S., state or local tax laws.
The tax considerations described below do not consider the effects of a possible future income tax treaty between Brazil and the United States. We cannot assure you as to whether or when an income tax treaty will enter into force or how it will affect U.S. holders of our shares or ADSs.
This summary does not address any tax issues that affect solely the Company, such as deductibility of expenses.
Brazilian tax considerations
General. The following discussion summarizes the main Brazilian tax considerations relating to the ownership and disposal of our shares or ADSs, as the case may be, by a holder that is not domiciled in Brazil for purposes of Brazilian taxation and, in the case of shares, has registered its investment in such securities with the Central Bank as a direct investment (in each case, a “non-Brazilian holder”). The following discussion does not address all the Brazilian tax considerations applicable to any particular non-Brazilian holder. Therefore, each non-Brazilian holder should consult his or her own tax advisors concerning the Brazilian tax considerations relating to an investment in our shares or ADSs.
The Law No. 12,973/14 established new rules regarding the withholding tax exemption available on the payment of dividends and interest on capital. The legislation had no material impact, as foreseen by the tax consultants in the 20-F form in the previous year.
Taxation of dividends. Dividends paid by us, including stock dividends and other dividends paid in property, to the depositary in respect of the shares, or to a non-Brazilian holder in respect of shares, are currently exempted from withholding tax in Brazil to the extent that the dividends are paid out of profits as of January 1, 1996. Dividends relating to profits generated prior to January 1, 1996 may be subject to Brazilian withholding income tax at varying rates, depending on the year the profits were generated.
Interpretation of the discussion on the definition of “favorable tax jurisdiction.” On June 4, 2010, Brazilian tax authorities enacted the Normative Instruction 1,037 listing (i) the countries and jurisdictions considered as favorable tax jurisdiction or where local legislation does not allow access to information related to the shareholding composition of legal entities to their ownership or to the identity of the effective beneficiary of the income attributed to non-residents, or “tax haven” jurisdictions, and (ii) the privileged tax regimes, whose definition is provided by the Law No. 11,727/08. Although we believe that the best interpretation of the current tax legislation could lead to the conclusion that the above mentioned “privileged tax regime” concept should apply solely for purposes of Brazilian transfer pricing, thin capitalization and controlled foreign company rules, we cannot assure you whether subsequent legislation or interpretations by the Brazilian tax authorities regarding the definition of a “privileged tax regime” provided by the Law No. 11,727/08 will also apply to a non-Brazilian holder on payments potentially made by a Brazilian source.
Moreover, on November 28, 2014, due to the enactment of Ordinance No. 488, the definition of a favorable tax jurisdiction, for the purposes described above, was changed from jurisdictions where there is no income tax, or the income tax applicable rate is inferior to 20%, to jurisdictions where there is no income tax, or the income tax applicable rate is inferior to 17% (if the country is aligned with the international standards of fiscal transparency defined by Brazilian legislation).
We recommend prospective investors to consult their own tax advisors from time to time to verify any possible tax consequences arising from the Normative Ruling No. 1,037/10 and the Law No. 11,727/08. If the Brazilian tax authorities determine that the concept of “privileged tax regime” provided by the Law No. 11,727/08 will also apply to a non-Resident Holder on payments potentially made by a Brazilian source, the withholding income tax applicable to such payments could be assessed at a rate up to 25%.
Payments of interest on capital. The Law No. 9,249/95 permits Brazilian corporations to make distributions to shareholders of interest on capital, or interest attributed to shareholders’ equity.
These distributions may be paid in cash and such payments represent a deductible expense from the payer’s corporate income tax and social contribution on net income tax basis. The deduction of such interest is limited to the daily pro rata variation of the Federal Government’s TJLP, as determined by the Central Bank from time to time, and cannot exceed the greater of:
- 50% of net income (determined after the social contribution on net income and before the provision for corporate income tax, and the amounts attributable to shareholders as interest on net equity) related to the period in which the payment is made; or
- 50% of the sum of accrued profits and profits reserves.
As a general rule, any payment of interest on capital to shareholders (including holders of ADSs in respect of shares) is subject to a withholding income tax at a rate of 15%, or 25% if the non-Brazilian holder is domiciled in a “tax haven” jurisdiction (“tax haven holder”). These payments may be included, net of withholding income taxes, as part of any mandatory dividend.
To the extent that payments of interest on capital are included as part of a mandatory dividend, we are required to distribute an additional amount to ensure that the net amount received by shareholders, after the payment of the applicable withholding income tax, is at least equal to the mandatory dividend.
Distributions of interest on net equity to foreign holders may be converted into U.S. dollars and remitted outside Brazil, subject to applicable exchange controls, to the extent that the investment is registered with the Central Bank.
We cannot assure you if our Board of Directors will determine that future distributions should be made by means of dividends or interest on capital.
Taxation of gains. According to the Law No. 10,833/03, the gains recognized on a disposal of assets located in Brazil, such as our shares, by a non-Brazilian holder, are subject to withholding income tax in Brazil. This rule is applicable regardless of whether the disposal is conducted in Brazil or abroad and/or if the disposal is made to an individual or entity resident or domiciled in Brazil, or not.
As a general rule, capital gains realized as a result of a disposal transaction are the positive difference between the amount realized on the disposal of the shares and the respective acquisition cost.
Under the Brazilian law, however, income tax rules on such gains may vary depending on the domicile of the non-Brazilian holder, the type of registration of the investment by the non-Brazilian holder with the Brazilian Central Bank and how the disposition is carried out, as described below.
Capital gains realized by non-Brazilian holders on the disposal of shares sold on the Brazilian stock exchange (which includes the transactions carried out on the organized over-the-counter market):
- Are subject to the withholding income tax at a 0% rate when realized by a non-Brazilian holder that (i) has registered its investment in Brazil before the Central Bank under the rules of the Resolution 4,373 issued by the Brazilian Monetary Counsel (“registered holder”) and (ii) is not resident or located in a country or location which is defined as a “favorable tax jurisdiction”, as described above; and
- Are subject to income tax at a rate of 15% with respect to gains realized by (i) a non-Brazilian holder that is not a registered holder (including a non-Brazilian holder who qualifies under the Law No. 4,131/62) and is not resident or domiciled in a “favorable tax jurisdiction” and (ii) gains earned by tax haven holders that are registered holders. In this case, a withholding income tax of 0.005% shall be applicable and withheld by the intermediary institution (i.e., a broker), and can be later offset against any income tax due on the capital gain.
Any other gains realized on the disposal of shares that are sold on the Brazilian stock exchange or on the organized over-the-counter market:
- Are subject to income tax at a rate of 15%, when realized by any non-Brazilian holder that is not a tax haven holder, no matter if they are a registered holder or not; and
- Are subject to income tax at a rate of 25% when realized by a tax haven holder, no matter if they are a registered holder or not.
In the cases above, if the gains are related to transactions conducted on the Brazilian non-organized over-the-counter market with intermediation, the withholding income tax of 0.005% shall also be applicable on the gross proceeds and can be offset against any income tax due on the capital gain.
Any exercise of preemptive rights relating to shares will not be subject to Brazilian income tax. Gains realized by a non-Brazilian holder on the disposal of preemptive rights will be subject to Brazilian income tax according to the same rules applicable to disposal of shares.
There can be no assurance that the current favorable tax treatment of registered holders will continue in the future.
Furthermore, according to the general rules set forth in the Law No. 13,259/16, any other gains on the disposal of shares (out of the Brazilian stock exchange and qualified under the Law No. 4,131/62) are subject to income tax at a progressive rate from 15% to 22.5%, or 25%, if the resident is in a “favorable tax jurisdiction” or tax haven.
Sale of ADS and shares by non-Brazilian holders to other non-residents in Brazil
Pursuant to Section 26 of the Law No. 10,833/03, the sale of property located in Brazil involving non-resident investors is subject to Brazilian income tax as of February 1, 2004. Our understanding is that ADSs do not qualify as property located in Brazil and, thus, should not be subject to the Brazilian withholding tax. We cannot assure you, however, that the Brazilian tax authorities or the Brazilian courts will agree with this interpretation. As a result, gains on a disposition of ADSs by a non-Brazilian holder to a non-resident, in the event that courts determine that ADSs would constitute assets located in Brazil, may be subject to income tax in Brazil, according to the rules applicable to our common shares, as described above.
Insofar as the regulatory norm referred to in Section 26 is generic and since, at the present time, no definitive jurisprudence provided by the Brazilian Superior Courts has been established with respect to this matter, we are unable to assure the final outcome of such discussion.
Gains on the exchange of ADS for shares
Although there is no clear regulatory guidance, the exchange of ADSs for shares should not be subject to Brazilian income tax. Non-Brazilian holders may exchange their ADSs for the underlying shares, sell the shares on a Brazilian stock exchange and remit abroad the proceeds of the sale within five business days from the date of exchange (in reliance on the depositary’s electronic registration). For further information, see “—Taxation of bonds and securities transactions (IOF/bonds).” Our understanding is that the exchange of ADSs for the underlying shares and sale of shares within the period mentioned above by a non-Brazilian holder that (i) is a registered holder and (ii) is not a tax haven holder, should not be subject to the withholding income tax.
Upon receipt of the underlying shares in exchange for ADSs, non-Brazilian holders may also elect to register with the Central Bank the U.S. dollar value of such shares as a foreign portfolio investment under the rules of the Brazilian Monetary Counsel, which will entitle them to the tax treatment referred above in connection with registered holders.
Alternatively, the non-Brazilian holder is also entitled to register with the Central Bank the U.S. dollar value of such shares as a foreign direct investment under the Law No. 4,131/62, in which case the respective sale would be subject to the tax treatment of non-Brazilian holders that are not registered holders.
Gains on the exchange of shares for ADS
The deposit of shares in exchange for the ADSs may be subject to Brazilian income tax on capital gains if the amount previously registered with the Central Bank as a foreign investment in shares (direct investment registered under Law No. 4,131/62) or, in the case of registered holders, the acquisition cost of the shares, as the case may be, is lower than:
- The average price per share on the Brazilian stock exchange on which the greatest number of such shares were sold on the day of the deposit; or
- If no shares were sold on that day, the average price on the Brazilian stock exchange on which the greatest number of shares were sold during the 15 preceding trading sessions.
The difference between the amount previously registered, or the acquisition cost, as the case may be, and the average price of the shares, calculated as set forth above, is considered a capital gain subject to income tax at a rate of 15%, or 25% for tax haven holders.
Taxation of foreign exchange transactions (IOF/exchange). IOF/exchange is imposed on the conversion of Reais into foreign currency and on the conversion of foreign currency into Reais. Currently, the applicable rate for most foreign currency exchange transactions is 0.38%, however, in the case of the settlement of foreign exchange transactions for the flow of capital into the country, made by foreign investors, for transactions in the financial and capital markets, the applicable rate is 0%. On March 15, 2022, the Brazilian Government issued the Decree 10,997/22, which establishes that IOF rate should be reduced to zero by 2029. The Brazilian Federal Government is permitted to increase the rate at any time, up to 25%. However, any increase in rates only applies to future transactions.
Taxation of bonds and securities transactions (IOF/bonds). The Law No. 8,894/94 created the IOF/bonds, which may be imposed on any transaction involving bonds and securities, even if the transaction includes Brazilian stock, futures, or commodities exchange. The STF decided that the transfer of shares shall be taxed by IOF/bonds. The current rate of IOF/bonds with respect to transactions of shares is 0%. Regarding the ADSs, under the Decree No. 8,165/13 which amended the Decree No. 6,306/07, the IOF/bonds rate applicable to the transfer of shares listed on the Brazilian stock exchange, with the specific purpose of guaranteeing the issuance of depositary receipts in the foreign market, is currently 0%. The Brazilian government may increase the rate up to 1.5% per day during the terms of the securities, but only with respect to future transactions relating to shares or ADSs.
Other Brazilian taxes. Some Brazilian states impose gift and inheritance tax on gifts or bequests made by individuals or entities not domiciled or residing in Brazil to individuals or entities domiciled or residing within such states. There are no Brazilian stamp, issue, registration, or similar taxes or duties payable by holders of shares or ADSs.
U.S. federal income tax considerations
The following is a discussion of U.S. federal income tax considerations relating to the ownership and disposition of our shares or ADSs, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to U.S. holders of our shares or ADSs. The discussion applies only to a U.S. holder that holds our shares or ADSs as capital assets (generally, for investment purposes) for U.S. federal income tax purposes and does not address all the U.S. federal income tax considerations that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, such as dealers and traders in securities or currencies, financial institutions, insurance companies, tax-exempt entities, real estate investment trusts, regulated investment companies, persons that own, or have owned directly, indirectly or constructively, 10% or more of our shares (by vote or value) for U.S. federal income tax purposes, persons holding our shares or ADSs as part of a hedging transaction, wash sale, straddle, conversion transaction or other integrated transaction for U.S. federal income tax purposes, persons entering into a “constructive sale” with respect to our shares or ADSs for U.S. federal income tax purposes, persons that have a functional currency for U.S. federal income tax purposes other than the U.S. dollar, certain former citizens or long-term residents of the United States, and persons who acquired our shares or ADSs pursuant to the exercise of any employee stock option or otherwise as compensation.
Moreover, this discussion does not address the U.S. federal estate and gift tax, Medicare contribution or alternative minimum tax considerations relating to the ownership or disposition of our shares or ADSs. U.S. holders should consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax considerations relating to the ownership and disposition of our shares or ADSs.
This discussion is based on the Code, administrative pronouncements, judicial decisions, and final, temporary and proposed U.S. Treasury regulations, in each case as in effect and available on the date hereof. All of the foregoing is subject to change (possibly on a retroactive basis), or differing interpretations, which could affect the U.S. federal income tax considerations described herein. There can be no assurance that the IRS or a court will not take a contrary position with respect to any U.S. federal income tax considerations described below. In addition, this discussion assumes that each obligation provided for in or otherwise contemplated by the Deposit Agreement and any other related document will be performed in accordance with its terms.
For purposes of this discussion, a “U.S. holder” is a beneficial owner of our shares or ADSs that is for U.S. federal income tax purposes (i) a citizen or individual resident of the United States, (ii) a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, (1) if such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (2) if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of such trust.
If a partnership, or any other entity or arrangement treated as a partnership for U.S. federal tax income tax purposes, holds shares or ADSs, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and on the activities of the partnership. Partnerships holding our shares or ADSs and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax considerations of owning and disposing of our shares or ADSs.
Ownership of ADSs in general
In general, U.S. holders of ADSs will be treated for U.S. federal income tax purposes as owners of the shares underlying the ADSs. Accordingly, no gain or loss will be recognized if a U.S. holder exchanges ADSs for the underlying shares represented by those ADSs or exchanges the underlying shares represented by those ADSs for ADSs.
Taxation of distributions
Subject to the discussion below under “—Passive foreign investment company”, the gross amount of any distributions made to a U.S. holder on our shares or ADSs, before reduction for any Brazilian taxes, including withholding taxes attributable to interest on equity, will be includable as ordinary dividend income on the day on which the dividends are actually or constructively received by a U.S. holder to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. A distribution in excess of our current or accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. holder’s adjusted basis in our shares or ADSs and as a capital gain to the extent it exceeds the U.S. holder’s basis. We do not maintain calculations of our earnings and profits under U.S. federal income tax principles. Therefore, U.S. holders should expect that distributions by us will generally be treated as dividends to U.S. holders for U.S. federal income tax purposes.
A non-corporate U.S. holder will be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income”, provided that certain conditions are satisfied, including that (1) our shares or ADSs, as applicable, are readily tradable on an established securities market in the United States, (2) we are neither a PFIC nor treated as such with respect to a U.S. holder (as discussed below) for the taxable year in which the dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met. Although no assurance may be given, we believe that our ADSs are readily tradable on the NYSE, which is an established securities market in the United States. There can be no assurance, however, that our ADSs will be considered readily tradable on an established securities market in the United States in later years.
Dividends paid to U.S. holders in Reais will be includable in income in a U.S. dollar amount based on the exchange rate in effect on the date of actual or constructive receipt whether or not converted into U.S. dollars at that time. If dividends received in Reais are converted into U.S. dollars on the day they are actually or constructively received, the U.S. holder will generally not be required to recognize foreign currency gain or loss in respect of the dividend income. Assuming the payment is not converted at that time, the U.S. holder will have a tax basis in Reais equal to that U.S. dollar amount, which will be used to measure gain or loss from subsequent changes in exchange rates. Any gain or loss that a U.S. holder recognizes on a subsequent conversion of Reais into U.S. dollars (or other disposition) will generally be U.S. source ordinary income or loss for U.S. foreign tax credit purposes.
Dividends on our shares or ADSs received by a U.S. holder will generally be treated as foreign source income and will generally constitute passive category income for U.S. foreign tax credit purposes. Subject to certain conditions and limitations under U.S. federal income tax law concerning credits or deductions for non-U.S. taxes and certain exceptions for short-term and hedged positions, a Brazilian withholding tax imposed on dividends would be treated as a foreign income tax eligible for credit against a U.S. holder’s U.S. federal income tax liability (or at a U.S. holder’s election may be deducted in computing taxable income if the U.S. holder has elected to deduct all foreign income taxes for the taxable year). The rules with respect to foreign tax credits are complex and U.S. holders should consult their tax advisors regarding the availability of the foreign tax credit under their circumstances.
Taxation of sale, exchange or other disposition of shares or ADSs
Subject to the discussion below under “—Passive foreign investment company”, a U.S. holder will generally recognize gain or loss on the sale, exchange or other disposition of a share or ADS in an amount equal to the difference between the amount realized (including the gross amount of the proceeds before the reduction of any Brazilian tax) on such sale, exchange or other disposition and the U.S. holder’s adjusted tax basis in such share or ADS. Subject to the discussion below under “—Passive foreign investment company”, gain or loss on the sale, exchange or other disposition of a share or ADS will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder held such share or ADS for more than one year. Gain or loss recognized by a U.S. holder will generally be treated as U.S. source gain or loss for U.S. foreign tax credit purposes, as the case may be. An individual U.S. holder may be entitled to preferential rates of taxation for net long-term capital gains. The deductibility of capital losses is subject to limitations under the Code.
A U.S. holder’s initial tax basis of our shares or ADSs will be the U.S. dollar value of the purchase price determined on the date of the purchase. If our shares or ADSs are treated as traded on an “established securities market,” a cash basis U.S. holder (or, if it elects, an accrual basis U.S. holder) will determine the U.S. dollar value of the cost of such shares or ADSs by translating the amount paid at the spot rate of exchange on the settlement date of the purchase. The conversion of U.S. dollars to Reais and the immediate use of that currency to purchase shares or ADSs will generally not result in taxable gain or loss for a U.S. holder.
A U.S. holder that receives Reais upon a sale, exchange or other disposition of our shares or ADSs will realize an amount equal to the U.S. dollar value of the Reais on the date of sale, exchange, or other disposition. If our shares or ADSs are treated as traded on an “established securities market,” a cash basis U.S. holder (or, if it elects, an accrual basis U.S. holder) will determine the U.S. dollar value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale, exchange or other disposition. A U.S. holder will have a tax basis in Reais received equal to that U.S. dollar amount. Any gain or loss realized by a U.S. holder on a subsequent conversion of Reais into U.S. dollars (or other disposition) will generally be U.S. source ordinary income or loss for U.S. foreign tax credit purposes.
If any gain from the sale, exchange or other disposition of our shares or ADSs is subject to Brazilian tax, U.S. holders may not be able to credit such taxes against their U.S. federal income tax liability under the U.S. foreign tax credit limitations of the Code since such gain will generally be U.S. source income, unless such tax can be credited (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. Alternatively, the U.S. holder may take a deduction for the Brazilian income tax if such holder so elects and does not take a credit for any foreign income tax during the taxable year. The rules with respect to foreign tax credits are complex and U.S. holders should consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Passive foreign investment company
In general, certain adverse consequences could apply to a U.S. holder if we are treated as a PFIC for any taxable year during which the U.S. holder holds our shares or ADSs. A non-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules, either (i) at least 75% of its gross income consists of “passive income”, such as dividends, interest, rents, royalties and certain gains, including certain gains from commodities transactions, other than those that meet the Commodity Exception, or (ii) at least 50% of the average quarterly value of its gross assets is attributable to assets that produce or are held for the production of passive income.
We must make a separate determination each year as to whether we are a PFIC. Based on a review of our gross income and assets, the way we currently operate our businesses, the current market price of our shares, and the current interpretation of the PFIC rules, including the Commodity Exception, we believe that we were not a PFIC for U.S. federal income tax purposes for the 2023 taxable year. However, the determination as to whether we are a PFIC for any taxable year is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and is not made until after the end of a taxable year. Consequently, there can be no assurance that we will not be considered a PFIC for the current taxable year or any subsequent taxable year.
If we are a PFIC for any taxable year during which a U.S. holder holds our shares or ADSs, a U.S. holder of our shares or ADSs may be subject to imputed interest charges and other generally adverse tax consequences with respect to any gain from the sale, exchange or other taxable disposition of, and certain “excess distributions” with respect to, our shares or ADSs. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of (i) the three preceding taxable years or (ii) a U.S. holder’s holding period for the shares or ADSs will be treated as “excess distributions.” Under these special tax rules: (A) any excess distributions or gain will be allocated ratably to each day in the U.S. holder’s holding period for the shares or ADSs, (B) the amount allocated to the taxable year of disposition, and any taxable year prior to the first taxable year in which we are a PFIC, will be treated as ordinary income, and (C) the amount allocated to each other taxable years that we were a PFIC will be subject to tax at the highest tax rate applicable to ordinary income in effect for such taxpayer for each such earlier taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
If we are a PFIC for any taxable year during which a U.S. holder holds our shares or ADSs and any of our non-U.S. subsidiaries is also a PFIC, such U.S. holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules described above on certain distributions by such lower-tier PFIC and a disposition of shares of such lower-tier PFIC even though such U.S. holder would generally not receive the proceeds of those distributions or dispositions. U.S. holders should consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.
If a company that is a PFIC provides certain information to U.S. holders, a U.S. holder can then avoid certain adverse tax consequences described above by making a “qualified electing fund” election to be taxed currently on its proportionate share of the PFIC’s ordinary income and net capital gains. However, a qualified electing fund election will not be available to U.S. holders because we do not intend to provide the necessary information to allow U.S. holders to make such an election for any tax year in which we are a PFIC.
Alternatively, a U.S. holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock. Marketable stock is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange (such as the NYSE) or other market as defined in applicable U.S. Treasury regulations. We believe that our shares and ADSs qualify as being regularly traded on a qualified exchange, but no assurances can be given in this regard. If a U.S. holder makes this election, such holder will generally (i) include as ordinary income for each taxable year the excess, if any, of the fair market value of our shares or ADSs held at the end of the taxable year over the adjusted tax basis of such shares or ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of our shares or ADSs over the fair market value of such shares or ADSs held at the end of the taxable year, but only to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. holder’s adjusted tax basis in our shares or ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, such holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC.
Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. holder may continue to be subject to the PFIC rules with respect to such holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
U.S. holders should consult their tax advisors regarding the tax consequences that would arise if we were treated as a PFIC for U.S. federal income tax purposes, including the possibility of making a mark-to-market election.
Foreign tax credit for Brazilian taxes
Any Brazilian IOF/exchange tax imposed on a purchase of our shares or ADSs or IOF/bonds tax imposed on a transaction (as discussed above under “Brazilian tax considerations”) will not be treated as a creditable foreign tax for U.S. federal income tax purposes. U.S. holders should consult their tax advisors regarding the tax consequences of these Brazilian taxes.
Certain reporting requirements
Certain U.S. holders are required to report to the IRS information relating to an interest in our shares or ADSs, subject to exceptions (including an exception for shares or ADSs held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they held an interest in our shares or ADSs. If a U.S. holder holds our shares or ADSs in any year in which we are treated as a PFIC with respect to such U.S. holder, the U.S. holder will be required to file IRS Form 8621. U.S. holders should consult their tax advisors regarding the application of the U.S. information reporting rules to their particular circumstances.
THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN OUR SHARES OR ADSs.
F. Dividends and paying agents
Not applicable.
G. Statement by experts
Not applicable.
H. Documents on display
Statements contained in this annual report as to the contents of any contract or other document referred to are not necessarily complete, and each of these statements is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit hereto. A copy of the complete annual report including the exhibits and schedules filed herewith is available on the website maintained by the SEC that contains information filed electronically with the SEC, which can be accessed over the internet at http://www.sec.gov. You may also inspect and copy reports and other information that we file with or furnish to the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington D.C. 20549. Copies of these materials may be obtained by mail from the SEC’s Public Reference Room at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330.
We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 as amended, and, in accordance therewith, file periodic reports and other information with the SEC. However, as a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements and relating to short-swing profits reporting and liability.
We also file financial statements and other periodic reports with the CVM located at Sete de Setembro Street, 111, Rio de Janeiro, Brazil, 20050-901. In addition, the CVM maintains a website that contains information filed electronically with them, which can be accessed over the internet at https://www.gov.br/cvm/en?set_language=en.
You may obtain additional information about us on our website at https://ri.ultra.com.br/en. The information contained therein is not necessarily part of this annual report.
I. Subsidiary information
Not applicable.
J. Annual report to security holders
Not applicable.
You should read this discussion along with Note 26 to our Consolidated Financial Statements.
The main risks to which the Company and its subsidiaries are exposed reflect strategic/operational and economic/financial aspects. Strategic/operational risks (including, but not limited to, demand behavior, competition, technological innovation, and material changes in the industry structure) are addressed by Ultrapar’s management model. Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as exchange and interest rates, as well as the characteristics of the financial instruments used by the Company, its subsidiaries and their counterparties. These risks are managed through control policies, specific strategies, and establishment of limits.
The Company has a policy for the management of resources, financial instruments, and risks approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the businesses, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity risks and credit risks.
The governance of the management of financial risks follows the segregation of duties below:
- The execution of the Policy is done by the Corporate Financial Board, through its treasury department, with the assistance of the controllership, accounting, legal and tax departments;
- The monitoring of compliance of the Policy and possible issues is the responsibility of the Financial Risks Committee (“Committee”), which is composed of the CFO, Administration and Controlling Director and other directors to be designated by the CFO, who meet quarterly. The monthly monitoring of Policy standards is the responsibility of the CFO; and
- The approval of the Policy and the periodic assessment of the Company’s exposure to financial risks are subject to the approval of the Board of Directors of Ultrapar.
The Audit and Risks Committee (“CAR”) advises the Board of Directors in the assessment of controls effectiveness, and the parameters of management and exposure of the Company to financial risks, and advises the Board of Directors in the assessment of eventual proposals for revision of the Policy. The Risk, Integrity and Audit Director monitors compliance with the Policy and reports to CAR the exposure to the risks and compliance with such Policy and reports any non-compliance with the Policy to the Board of Directors.
Currency risk
The transactions of Ultrapar, through its subsidiaries, are in Brazil and, therefore, the reference currency for the currency risk management is the Brazilian Real (Ultrapar’s functional currency). Currency risk management is guided by neutrality of currency exposures and considers risks of Ultrapar and its subsidiaries and its exposure to changes in exchange rates. The Company considers as its main currency exposures the assets and liabilities in foreign currency.
The Company and its subsidiaries use exchange rate hedging instruments (especially between the Real and the U.S. dollar) available in the financial market to protect their assets, liabilities, receipts and disbursements in foreign currency and net investments in foreign operations. Hedge is used to reduce the effects of changes in exchange rates on the Company’s income and cash flows in Reais within the exposure limits under its Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, receipts and disbursements in foreign currency to which they are related. Assets and liabilities in foreign currencies are stated below, translated into Reais as of December 31, 2023, 2022 and 2021.
Assets and liabilities in foreign currency
In millions of Reais |
| 2023 |
|
| 2022 |
|
| 2021 |
|
Assets in foreign currency |
| |
|
| |
|
| |
|
Cash, cash equivalents and financial investments in foreign currency (except hedging instruments) |
| 371.5 |
|
| 311.0 |
|
| 122.2 |
|
Foreign trade receivables, net of allowance for expected credit losses |
| 84.9 |
|
| 6.1 |
|
| 1.3 |
|
Other receivables |
| 715.9 |
|
| 727.1 |
|
| - |
|
Other assets of foreign subsidiaries |
| 152.4 |
|
| 280.7 |
|
| 186.5 |
|
Asset exposure in subsidiaries held for sales |
| - |
|
| - |
|
| 3,839.2 |
|
|
| 1,324.6 |
|
| 1,324.9 |
|
| 4,149.3 |
|
Liabilities in foreign currency |
| |
|
| |
|
| |
|
Financing in foreign currency gross of transaction costs and discount |
| (5,297.0 | ) |
| (5,213.1 | ) |
| (8,860.8 | ) |
Payables arising from imports |
| (1,730.4 | ) |
| (1,940.0 | ) |
| (649.1 | ) |
Liability exposure in subsidiaries held for sales |
| - |
|
| - |
|
| (884.4 | ) |
|
| (7,027.4 | ) |
| (7,153.1 | ) |
| (10,394.3 | ) |
Foreign currency hedging instruments |
| 5,309.1 |
|
| 5,274.3 |
|
| 2,933.6 |
|
Foreign currency hedging instruments from subsidiaries held for sales |
| - |
|
| - |
|
| 1,786.5 |
|
Net asset (liability) position – Total |
| (393.7 | ) |
| (553.8 | ) |
| (1,525.0 | ) |
Net asset (liability) position – Income statement effect |
| (382.9 | ) |
| (553.8 | ) |
| (498.6 | ) |
Net asset (liability) position – Equity effect |
| (10.9 | ) |
| - |
|
| (1,026.4 | ) |
Sensitivity analysis of assets and liabilities in foreign currency
For the base scenario, future market curves as of December 31, 2023, were applied on the Company’s net position exposed to currency risk, simulating the effects of appreciation and devaluation of the Real in the income statement.
The table below shows the effect of exchange rate changes, based on the total liability position of R$393.7 million in foreign currency.
In millions of Reais |
| Risk |
| Base scenario |
|
Income statement effect |
| Real devaluation |
| (7.9 | ) |
Equity effect |
| Real devaluation |
| (0.2 | ) |
|
| Effect |
| (8.2 | ) |
Income statement effect |
| Real appreciation |
| 7.9 |
|
Equity effect |
| Real appreciation |
| 0.2 |
|
|
| Effect |
| 8.2 |
|
Interest rate risk
Ultrapar adopts policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of Ultrapar are primarily held in transactions linked to the DI. Our borrowings primarily relate to financings from debentures, agribusiness receivables certificates and borrowings in foreign currency.
Ultrapar seeks to maintain most of its financial assets and liabilities at floating rates.
The table below provides information as of December 31, 2023 about our consolidated debt in foreign currency and in Reais that are subject to variable and fixed rates of interest. The table summarizes information on instruments and transactions that are sensitive to foreign currency exchange rates and interest rates:
|
| |
|
| |
|
| |
|
| Principal by year of maturity(1) |
|
|---|
Debt |
| Weighted average
interest rate |
|
| Fair value |
|
| Book
value |
|
| 2024 |
|
| 2025 |
|
| 2026 |
|
| 2027 |
|
| 2028 |
|
| 2029 and
thereafter |
|
|---|
|
| (in millions of Reais) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|---|
U.S. dollar borrowings |
| 5.1% |
|
| 4,544.0 |
|
| 4,712.8 |
|
| 581.1 |
|
| 461.3 |
|
| 2,106.5 |
|
| (1.4) |
|
| (1.4) |
|
| 1,566.7 |
|
Borrowings indexed to the IPCA + R$ |
| 5.0% |
|
| 3,991.0 |
|
| 3,991.0 |
|
| 824.2 |
|
| 319.3 |
|
| (9.3) |
|
| (9.3) |
|
| 1,693.0 |
|
| 1,173.1 |
|
Borrowings indexed to the % DI |
| 109.1% |
|
| 741.9 |
|
| 754.3 |
|
| 254.3 |
|
| 500.0 |
|
| - |
|
| - |
|
| - |
|
| - |
|
R$ borrowings |
| 10.5% |
|
| 638.3 |
|
| 627.7 |
|
| 90.2 |
|
| (3.1) |
|
| (3.1) |
|
| 543.7 |
|
| - |
|
| - |
|
JPY borrowings |
| 1.3% |
|
| 439.9 |
|
| 439.9 |
|
| 5.1 |
|
| 434.7 |
|
| - |
|
| - |
|
| - |
|
| - |
|
Borrowings indexed to the DI + R$ |
| 0.7% |
|
| 465.7 |
|
| 488.3 |
|
| 3.2 |
|
| (2.9) |
|
| (2.9) |
|
| 490.8 |
|
| - |
|
| - |
|
Euro borrowings |
| 4.4% |
|
| 126.2 |
|
| 126.2 |
|
| 126.2 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
Borrowings indexed to the TJLP + R$ |
| 1.0% |
|
| 1.3 |
|
| 1.3 |
|
| 0.6 |
|
| 0.5 |
|
| 0.1 |
|
| - |
|
| - |
|
| - |
|
Subtotal |
| |
|
| 10,948.1 |
|
| 11,141.3 |
|
| 1,884.9 |
|
| 1,709.9 |
|
| 2,091.4 |
|
| 1,023.8 |
|
| 1,691.6 |
|
| 2,739.7 |
|
Unrealized losses on swaps transactions |
| |
|
| 524.3 |
|
| 524.3 |
|
| 127.8 |
|
| 9.5 |
|
| 9.2 |
|
| 9.2 |
|
| - |
|
| 368.6 |
|
Total |
| |
|
| 11,472.4 |
|
| 11,665.6 |
|
| 2,012.6 |
|
| 1,719.4 |
|
| 2,100.7 |
|
| 1,033.0 |
|
| 1,691.6 |
|
| 3,108.3 |
|
(1) Figures include interest accrued through December 31, 2023.
For more information about our interest rate risk, see Note 26 to our Consolidated Financial Statements.
Credit risk
The financial instruments that would expose the Company and its subsidiaries to credit risks of the counterparty are basically represented by cash and cash equivalents, financial investments, hedging instruments and trade receivables. See Note 26 to our Consolidated Financial Statements.
Customer credit risk. The credit policy establishes the analysis of the profile of each new customer, individually, regarding their financial condition. The review carried out by the subsidiaries of the Company includes the evaluation of external ratings, when available, financial statements, credit bureau information, industry information and, when necessary, bank references. Credit limits are established for each customer and reviewed periodically, in a shorter period the greater the risk, depending on the approval of the responsible area in cases of sales that exceed these limits.
In monitoring credit risk, customers are grouped according to their credit characteristics and depending on the business the grouping takes into account, for example, whether they are natural or legal clients, whether they are wholesalers, resellers or final customers, considering also the geographic area.
The expected credit losses are calculated by the expected loss approach based on the probability of default rates. Loss rates are calculated on the basis of the average probability of a receivable amount to advance through successive stages of default until full write-off. The probability of default calculation takes into account a credit risk score for each exposure, based on the data considered to be capable of foreseeing the risk of loss (external classifications, audited financial statements, cash flow projections, customer information available in the press, for example), with addition of the credit assessment based on experience.
Such credit risks are managed by each business unit through specific criteria for acceptance of customers and their credit rating, and are additionally mitigated by the diversification of sales. The subsidiaries of the Company request from customers secured by trade receivables and other receivables in certain circumstances, but such security arrangements are not taken account of when calculating the risk of loss. As of December 31, 2023, the loss allowance for expected credit losses on their trade receivables recorded for Ipiranga, Ultragaz and Ultracargo were R$350.4 million, R$116.6 million and R$1.3 million, respectively. In addition, as of December 31, 2023, no single customer or group accounted for more than 10% of total revenues. For further information, see Notes 5.a, 5.b and 26.d.3 to our Consolidated Financial Statements.
Credit risk of financial institutions. Such risk results from the inability of financial institutions to comply with their financial obligations to the Company and its subsidiaries, due to insolvency. Ultrapar regularly conduct a credit analysis of the institutions with which they hold cash and cash equivalents, financial investments, and hedging instruments through various methodologies that assess liquidity, solvency, leverage, portfolio quality, etc. Cash and cash equivalents, financial investments, and hedging instruments are held only with institutions with a solid credit history, chosen for safety and soundness. The volume of cash and cash equivalents, financial investments, and hedging instruments are subject to maximum limits by each institution and, therefore, require diversification of counterparties.
Government credit risk. The Company’s Policy allows investments in government securities from countries classified as investment grade AAA or Aaa by specialized credit rating agencies (S&P, Moody’s and Fitch) and in Brazilian government bonds. The volume of such financial investments is subject to maximum limits by each country and, therefore, requires diversification of counterparties.
The credit risk of financial institution and government related to cash, cash equivalents and financial investments is summarized below:
| Fair value (in millions of Reais) |
|
|---|
Counterparty credit rating | 2023 |
|
| 2022 |
|
| 2021 |
|
AAA | 6,714.5 |
|
| 5,721.0 |
|
| 3,606.0 |
|
AA | 408.4 |
|
| 809.6 |
|
| 740.9 |
|
A | 0.5 |
|
| 3.5 |
|
| 116.6 |
|
Others | 47.2 |
|
| 50.9 |
|
| - |
|
Total | 7,170.6 |
|
| 6,585.0 |
|
| 4,463.5 |
|
Commodity price risk
The Company and its subsidiaries are exposed to commodity price risk, resulting from the fluctuation of diesel and gasoline prices, among others. These products are traded on the stock exchange and are subjected to the impacts of macroeconomic and geopolitical factors outside the control of the Company and its subsidiaries.
To mitigate the risk of the fluctuation of diesel and gasoline prices, the Company and its subsidiaries permanently monitor the market, seeking protection against price movements through hedge transactions for imports, using contracts of derivative for heating oil (diesel) and RBOB (gasoline) traded on the stock exchange.
The table below shows the positions of derivative financial instruments to hedge commodity price risk as of December 31, 2023 and 2022:
Derivative | Contract |
| Notional (thousand m³) |
| Notional |
| Fair value (R$ million) |
|
| Sensitivity analysis |
|
(US$ million) |
| ∆ 10% (R$ million) |
|
| Position | Commodity | Maturity |
| 2023 | 2022 |
| 2023 | 2022 |
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
|
Term | Sold | Heating Oil | fev-24 |
| 189.1 | 158.8 |
| 131.5 | 150.5 |
| 21.9 |
|
| (52.2 | ) |
| (2.31 | ) |
| (124.3 | ) |
Term | Sold | RBOB | fev-24 |
| 6.7 | 52.5 |
| 3.8 | 31.4 |
| 0.4 |
|
| (15.5 | ) |
| (0.0 | ) |
| (33.4 | ) |
Term | Sold | Soybean Oil | mar-24 |
| 2.0 | ‐ |
| 3.0 | ‐ |
| (0.1 | ) |
| ‐ |
|
| 0.0 |
|
| ‐ |
|
Term | Sold | Sea freight | jan-24 |
| 40.0 | ‐ |
| 1.5 | ‐ |
| (1.5 | ) |
| ‐ |
|
| 3.4 |
|
| ‐ |
|
Term | Sold | Marine Fuel | mar-24 |
| 1.7 | ‐ |
| 8.2 | ‐ |
| (0.1 | ) |
| ‐ |
|
| 1.5 |
|
| ‐ |
|
| | | |
| | |
| | |
| 20.7 |
|
| (67.7 | ) |
| 2.7 |
|
| (157.7 | ) |
Liquidity risk
The Company’s main sources of liquidity derive from (i) cash, cash equivalents and financial investments, (ii) cash generated from operations and (iii) financing. The Company believes that these sources are sufficient to satisfy its current funding requirements, which include, but are not limited to working capital, capital expenditures, amortization of debt and payment of dividends.
The Company periodically examines opportunities for acquisitions and investments. The Company considers different types of investments, either directly, through joint-ventures, or through associated companies, and finance such investments using cash generated from operations, debt financing, capital increases or a combination of these methods.
The Company believes it has sufficient working capital to satisfy its current needs. The consolidated debt due over the next twelve months totals R$2,363.3 million, including estimated interests on loans. As of December 31, 2023, the Company had R$6,218.6 million in cash, cash equivalents and short-term financial investments (for quantitative information, see Note 26.e to our Consolidated Financial Statements).
For a summary of the Company financial liabilities and leases payable as of December 31, 2023, see Note 26.e to our Consolidated Financial Statements.
Capital management
The Company manages its capital structure based on indicators and benchmarks to ensure the continuity of its businesses while maximizing returns to shareholders by optimizing its debt and capital structure.
The Company’s capital structure is composed of Net Debt (representing the sum of Gross Debt and leases payable minus cash, cash equivalents, financial investments and derivative financial instruments) and equity. The Company can change its capital structure depending on the economic and financial conditions to optimize its financial leverage and capital management. The Company seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
Annually, the Company and its subsidiaries revise their capital structure, evaluating the cost of capital and the risks associated with each class of capital and through the leverage ratio analysis, which is determined as the ratio between Net Debt and equity. For a reconciliation of Net Debt, see “Item 4.B. Information on the Company—Business overview—Key financial information.”
The leverage ratio at the end of the year is the following:
| | | As of December 31, |
In millions of Reais (except when indicated) | | | 2023 | | 2022 |
Net Debt (A) | |
| 6,121.4 | | 6,689.2 |
Equity (B) | |
| 14,029.8 | | 12,175.0 |
Leverage ratio (A/B) | |
| 43.6% | | 54.9% |
Selection and use of financial instruments
In selecting financial investments and hedging instruments, an analysis is conducted to estimate rates of return, risks involved, liquidity, calculation methodology for the carrying value and fair value, and a review is conducted of any documentation applicable to the financial instruments. The financial instruments used to manage the financial resources of the Company are intended to preserve value and liquidity.
The Policy contemplates the use of derivative financial instruments only to cover identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). The risks identified in the Policy are described in the above sections and are subject to risk management. In accordance with the Policy, the Company and its subsidiaries can use forward contracts, swaps, options, and futures contracts to manage identified risks. Leveraged derivative instruments are not permitted. Because the use of derivative financial instruments is limited to the coverage of identified risks, the Company and its subsidiaries uses the term “hedging instruments” to refer to derivative financial instruments.
The table below summarizes the position of hedging instruments entered by the Company:
a) Designated as hedge accounting
| 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|---|
Product |
| Hedged object |
| Contracted rates |
| Maturity |
| Notional amount (million) |
| Fair value
(R$ million) |
|
| Gains (losses) |
|
|
| |
| Assets | Liabilities |
| |
| |
| Assets |
|
| Liabilities |
|
| Results |
|
| Net equity |
|
Foreign exchange swap |
| Financing |
| USD + 0.00% | 53.60% DI |
| oct/26 |
| US$234.0 |
| - |
|
| (106.7 | ) |
| (145.9 | ) |
| (10.9 | ) |
Foreign exchange swap |
| Financing |
| EUR + 5.47% | 110.02% DI |
| sep/25 |
| US$206.1 |
| - |
|
| (119.1 | ) |
| (223.6 | ) |
| - |
|
Foreign exchange swap |
| Financing |
| EUR + 5.12% | 111.93% DI |
| jan/24 |
| EUR22.5 |
| - |
|
| (22.5 | ) |
| (23.3 | ) |
| - |
|
Foreign exchange swap |
| Financing |
| JPY + 1.50% | 109.40% DI |
| jun/32 |
| US$12,564.4 |
| - |
|
| (120.7 | ) |
| (130.7 | ) |
| - |
|
Interest rate swap |
| Financing |
| IPCA + 5.03% | 102.87% DI |
| nov/24 |
| US$3,226.0 |
| 598.3 |
|
| - |
|
| 260.3 |
|
| - |
|
Interest rate swap |
| Financing |
| USD + 10.48% | 103.64% DI |
| jul/23 |
| US$615.8 |
| 12.5 |
|
| (3.2 | ) |
| 10.7 |
|
| - |
|
Term |
| Firm commitments |
| BRL | Heating oil/ RBOB |
| jan/23 |
| US$129.9 |
| 22.3 |
|
| (0.9 | ) |
| (51.0 | ) |
| - |
|
NDF |
| Firm commitments |
| BRL | USD |
| feb/23 |
| US$211.2 |
| 4.0 |
|
| (0.8 | ) |
| 19.0 |
|
| - |
|
|
|
|
| | |
| |
| Total |
| 637.1 |
|
| (373.9 | ) |
| (284.5 | ) |
| (10.9 | ) |
2022 |
| |
| | |
| |
| |
|
| | | |
|
|---|
Product |
| Hedged object |
| Contracted rates |
| Maturity |
| Notional amount (million) |
| Fair value
(R$ million) |
|
| Gains (losses) |
|
|
| |
| Assets | Liabilities |
| |
| |
| Assets |
|
| Liabilities |
|
| Results |
|
Foreign exchange swap |
| Financing |
| USD + 4.95% | 106.7% DI |
| sep/25 |
| US$221.3 |
| 106.5 |
|
| (9.2 | ) |
| (121.3 | ) |
Foreign exchange swap |
| Financing |
| EUR + 3.42% | 111.6% DI |
| mar/23 |
| EUR9.7 |
| 2.0 |
|
| - |
|
| 2.6 |
|
Foreign exchange swap |
| Financing |
| US$ + LIBOR-3M + 1.14% | 105.0% DI |
| - |
| - |
| - |
|
| - |
|
| (21.6 | ) |
Interest rate swap |
| Financing |
| IPCA + 5.03% | 102.9% DI |
| jun/32 |
| R$3,226.1 |
| 173.7 |
|
| (59.8 | ) |
| (143.8 | ) |
Term |
| Financing |
| 6.47% | 99.9% DI |
| nov/24 |
| R$90.0 |
| - |
|
| (9.5 | ) |
| (5.1 | ) |
Commodity Forward |
| Firm commitments |
| R$ | Heating oil/ RBOB |
| jul/23 |
| US$181.9 |
| 2.9 |
|
| (70.6 | ) |
| (945.0 | ) |
NDF |
| Firm commitments |
| R$ | US$ |
| jan/23 |
| US$127.2 |
| 4.7 |
|
| (3.1 | ) |
| 53.8 |
|
|
| |
| | |
| |
| Total |
| 289.9 |
|
| (152.2 | ) |
| (1,180.3 | ) |
b) Not designated as hedge accounting
2023 |
| |
| | |
| |
| |
| |
|
| |
|
| |
|
Product |
| Hedged |
| Rates agreement |
| Maturity |
| Notional amount (million) |
| Fair value
(R$ million) |
|
| Gains (losses) |
|
|
| |
| Assets | Liabilities |
| |
| |
| Assets |
|
| Liabilities |
|
| Results |
|
Foreign exchange swap |
| Debt |
| USD + 0.00% | 52.99% DI |
| jun/29 |
| US$375.0 |
| 186.9 |
|
| (45.9 | ) |
| (188.4 | ) |
NDF |
| Firm commitments |
| USD | BRL |
| mar/24 |
| US$457.1 |
| 1.5 |
|
| (8.4 | ) |
| (105.6 | ) |
Commodity forward |
| Firm commitments |
| BRL | Heating oil/ Marine fuel/ Others |
| mar/24 |
| US$18.1 |
| 1.5 |
|
| (2.3 | ) |
| 5.5 |
|
Interest rate swap |
| Debt |
| USD + 5.25% | 1.36% DI |
| jun/29 |
| US$300.0 |
| - |
|
| (196.2 | ) |
| 9.3 |
|
|
| |
| | |
| |
| Total |
| 189.9 |
|
| (252.8 | ) |
| (279.2 | ) |
2022 |
| |
| | |
| |
| |
| |
|
| |
|
| |
|
Product |
| Hedged |
| Rates agreement |
| Maturity |
| Notional amount (million) |
| Fair value
(R$ million) |
|
| Gains (losses) |
|
|
| |
| Assets | Liabilities |
| |
| |
| Assets |
|
| Liabilities |
|
| Results |
|
Foreign exchange swap |
| Debt |
| USD + 0.00% | 53.0% DI |
| jun/29 |
| US$375.0 |
| 230.1 |
|
| (9.2 | ) |
| (85.5 | ) |
NDF |
| Debt |
| USD | BRL |
| jul/23 |
| US$1,116.7 |
| 36.5 |
|
| (54.1 | ) |
| (440.4 | ) |
Interest rate swap |
| Debt |
| USD + 5.25% | DI - 1.36% |
| jun/29 |
| US$300.0 |
| - |
|
| (308.8 | ) |
| (266.4 | ) |
|
| |
| | |
| |
| Total |
| 266.6 |
|
| (372.1 | ) |
| (792.3 | ) |
All transactions mentioned above were properly registered with the over-the-counter segment of B3.
Hedging instruments existing in 2023 are described below, according to their category, risk, and hedging strategy:
a – Hedging against foreign exchange exposure of liabilities in foreign currency. The purpose of these contracts is to offset the effect of the change in exchange rates of debts or firm commitments in U.S. dollars by converting them into debts or firm commitments in Reais linked to DI. The tables below present our position in this category of swaps as of December 31, 2023:
|
| Maturity |
|
|---|
Fixed interest |
| 2024 |
| 2025 and thereafter |
|
|---|
Notional amount (in millions of U.S. dollars) |
| 109.7 |
| 705.3 |
|
Notional amount (in millions of Reais)(1) |
| 587.2 |
| 3,414.8 |
|
Average receiving rate |
| US$ + 5.6% |
| US$ + 0.73% |
|
Average payment rate |
| 111.4% of the DI |
| 60.8% of the DI |
|
|
|
(1) Notional amount converted according to the commercial selling rate reported by the Central Bank (PTAX) as of December 31, 2023.
|
|
| Maturity |
|
|---|
Fixed interest – Coupon only |
| 2024 |
| 2025 and thereafter |
|
|---|
Notional amount (in millions of U.S. dollars) |
| - |
| 300.0 |
|
Notional amount (in millions of Reais)(1) |
| - |
| 1,452.4 |
|
Average receiving rate |
| - |
| US$ + 5.25% |
|
Average payment rate |
| - |
| DI – 1.36% |
|
|
|
| (1) Notional amount converted according to the commercial selling rate reported by the Central Bank (PTAX) as of December 31, 2023. |
|
| Maturity |
|
|---|
Fixed interest – EUR |
| 2024 |
| 2025 and thereafter |
|
|---|
Notional amount (in millions of EUR) |
| 22.5 |
| - |
|
Notional amount (in millions of Reais)(1) |
| 120.3 |
| - |
|
Average receiving rate |
| EUR + 5.1% |
| - |
|
Average payment rate |
| 111.9% of the DI |
| - |
|
|
|
| (1) Notional amount converted according to the commercial selling rate reported by the Central Bank (PTAX) as of December 31, 2023. |
b – Hedging against fixed interest rate in Reais. The purpose of this contract is to change fixed interest rate of debentures issued in Reais to floating interest rate. The table below presents our position in this category of swaps as of December 31, 2023.
|
| Maturity |
|
|---|
IPCA |
| 2024 |
| 2025 and thereafter |
|
|---|
Notional amount (in millions of U.S. dollars)(1) |
| 116.9 |
| 549.4 |
|
Notional amount (in millions of Reais) |
| 566.1 |
| 2,660.0 |
|
Average receiving rate |
| IPCA + 4.55% |
| IPCA + 5.13% |
|
Average payment rate |
| 95.2% of the DI |
| 104.5% of the DI |
|
|
|
| (1) Notional amount converted according to the commercial selling rate reported by the Central Bank (PTAX) as of December 31, 2023. |
|
| Maturity |
|
|---|
Fixed interest |
| 2024 and thereafter |
|
|---|
Notional amount (in millions of U.S. dollars)(1) |
| 127.2 |
|
Notional amount (in millions of Reais) |
| 615.8 |
|
Average receiving rate |
| 10.48% |
|
Average payment rate |
| 103.64% of the DI |
|
|
|
| (1) Notional amount converted according to the commercial selling rate reported by the Central Bank (PTAX) as of December 31, 2023. |
c – Hedging against commodities exposure of operations. The purpose of these contracts is to reduce exposure to price oscillation regarding marketed products, including diesel (heating oil) and gasoline (RBOB). These price fluctuations may cause substantial alterations in sales revenues and costs. The table below presents our position in this category of NDF’s as of December 31, 2023:
Term |
| Maturity 2024 |
|
|---|
Notional amount of NDF´s (in millions of U.S. dollars) |
| 142.9 |
|
Notional amount of NDF´s (in millions of Reais)(1) |
| 691.9 |
|
Position |
| Sold |
|
Contract |
| Heating oil / RBOB |
|
|
|
| (1) Notional amount converted according to the commercial selling rate reported by the Central Bank (PTAX) as of December 31, 2023. |
Hedge accounting
The Company uses derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.
In 2023, the Company and its subsidiaries adopted IFRS 9 for hedge accounting and did not identify any impact on its financial statements. The Company and its subsidiaries discontinue hedge accounting when the hedging instrument is settled or if the hedged item ceases to exist or the hedge ceases to qualify for hedge accounting, due to the absence of an economic relationship between the hedged item and the hedging instrument. The voluntary removal of designation is not permitted.
For more information about our fair value hedge, cash flow hedge or net investment hedge, see Note 26 to our Consolidated Financial Statements.
A. Debt securities
Not applicable.
B. Warrants and rights
Not applicable.
C. Other securities
Not applicable.
D. American depositary shares
In the United States, our common shares are traded in the form of ADSs. Each of our ADSs represents one common share of Ultrapar, issued by The Bank of New York Mellon, as depositary, pursuant to a deposit agreement, dated September 16, 1999, as amended and restated on August 23, 2005, on August 22, 2011, and on March 2, 2018. The depositary’s principal executive office is located at 240 Greenwich Street, New York, New York 10286.
Fees and expenses
The following table summarizes the fees and expenses payable by holders of ADSs:
Persons depositing or withdrawing shares must pay: |
| For |
|---|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) |
| (i) Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property (ii) Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates |
$0.05 (or less) per ADSs (or portion thereof) |
| Any cash distribution |
A fee equivalent to the fee that would be payable if securities distributed to investors had been shares and the shares had been deposited for issuance of ADSs |
| Distribution of securities to holders of deposited securities which are distributed by the depositary to ADS holders |
$0.05 (or less) per ADS (or portion thereof) per annum |
| Depositary services |
Registration or transfer fees |
| Transfer and registration of shares on our share register to or from the name of the depositary or its agent when investors deposit or withdraw shares |
Expenses of the depositary |
| (i) Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) (ii) Converting foreign currency to U.S. dollars |
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes |
| As necessary |
Any charges incurred by the depositary or its agents for servicing the deposited securities |
| As necessary |
Payment of taxes
The depositary may deduct the amount of any taxes owed from any payments to investors who hold ADSs. It may also sell deposited securities, by public or private sale, to pay any taxes owed. Investors who hold ADSs will remain liable if the proceeds of the sale are not sufficient to pay the taxes. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to investors who hold ADSs any proceeds, or send to investors who hold ADSs any property, remaining after it has paid the taxes.
Reimbursement of fees
The Bank of New York Mellon, as depositary, has agreed to reimburse us for expenses we incur that are related to the establishment and maintenance of the ADS facility including, but not limited to, investor relations expenses. The depositary has also agreed to pay its standard out-of-pocket maintenance expenses for providing services to registered DR holders, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, U.S. IRS tax reporting, mailing required tax forms, stationery, postage, facsimile, and telephone.
Reimbursement of fees incurred in 2023
From January 1, 2023 to December 31, 2023, Ultrapar received from the depositary US$601.3 thousand, related to continuing maintenance expenses of the ADS facility, including but not limited to, investor relations expenses.
As approved by the Annual and Extraordinary General Shareholders’ Meeting held on April 13, 2022, the mandatory dividend to be paid to the shareholders was reduced to 25% of the adjusted net income. This reduction adjusted our Bylaws to article 202, paragraph 2, of the Brazilian Corporate Law, allowing a better cash allocation. The Company may, at its own discretion, pay more dividends to its shareholders.
(a)Disclosure Controls and Procedures
Under our management’s supervision and with their participation, including our Chief Executive Officer and Chief Financial and Investor Relations Officer, we performed an evaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2023. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial and Investor Relations Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial and Investor Relations Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023, due to the material weaknesses in our internal control over financial reporting described below.
(b)Management’s annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial and Investor Relations Officer, and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of inherent limitations of internal controls over financial reporting, including the possibility of improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Therefore, even those systems of internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
In this context, our management, under oversight of our Board of Directors, has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, based on the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on such assessment and criteria, our management has identified a control deficiency that represents a material weakness in our internal control over financial reporting as of December 31, 2023. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
The Company did not design and implement effective controls, including monitoring procedures, to prevent or detect unauthorized activities carried out by IT personnel with privileged access to certain IT applications. This deficiency relates to information and communication and could affect the source data and report logic of certain reports used to execute automated and manual controls, which depend on information generated by such IT applications.
Our management concluded that this deficiency represents a material weakness in our internal control over financial reporting as of December 31, 2023. We are not aware that the material weakness described above resulted in misstatements or impacts to the consolidated financial statements as of and for the year ended December 31, 2023. Considering, however, that IT deficiencies may have pervasive effects on overall operations, such deficiency creates a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis, and we concluded that it represents a material weakness in the Company’s internal control over financial reporting and that our internal control over financial reporting was not effective as of December 31, 2023.
In accordance with guidance issued by the SEC, in certain situations, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Our evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 did not include the internal controls over financial reporting of Serra Diesel and of NEOgás, as the Company completed the acquisitions of 60% of the outstanding share capital of Serra Diesel on September 1, 2023, and of 100% of the outstanding share capital of NEOgás on February 1, 2023. The combined net assets, total assets, net revenue from sales and services and net income of Serra Diesel and NEOgás, as reflected in their combined financial statements as of and for the year ended December 31, 2023, represented approximately 1.4 %, 0.7 %, 0.4% and 0.4% of our net assets, total assets, net revenue from sales and services and net income reflected in our consolidated financial statements as of and for the same period.
(c)Report of the independent registered public accounting firm on internal control over financial reporting
The Company’s independent registered public accounting firm, Deloitte Touche Tohmatsu Auditores Independentes Ltda., audited our internal control over financial reporting as of December 31, 2023 and their report, included herein, expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. The report of the independent registered public accounting firm appears on page F-5 of this annual report on Form 20-F.
(d)Changes in internal control over financial reporting
Remediation of the material weaknesses identified as of December 31, 2022
Described below are the changes in internal controls over financial reporting that were carried out during 2023 to remediate the previously reported material weakness.
In response to the material weakness related to the reported inadequate design and implementation of effective management review controls for the accounting and presentation of complex transactions with respect to financial liabilities of customers and interest earned on escrow deposits that we identified as of December 31, 2022 and disclosed in our annual report on Form 20-F for that year, our management implemented a remediation plan in 2023, under which: (i) management review controls were improved and new controls were implemented for the accounting and presentation of complex and unusual transactions; and (ii) Company’s internal controls to identify, account for and formalize significant unusual transactions involving the application of complex accounting were improved through new procedures and monitoring.
As of December 31, 2023, management completed the implementation of these remediation activities, and the changes implemented in our internal controls were tested by our management as part of the assessment of our internal control over financial reporting. Accordingly, management has assessed that the successful completion of these activities has remediated the material weakness identified in respect of the year ended December 31, 2022 .
Remediation plan for the material weakness identified as of December 31, 2023
Described below are the planned changes in internal controls over financial reporting that we intend to implement in order to remediate the material weakness identified as of December 31, 2023.
Our management is actively involved in planning and implementing remedial actions to address the material weakness described in item b) above, which were initiated in 2023 and are expected to be completed by the next annual assessment of the Company’s internal control over financial reporting. These efforts include restructuring the Company's IT access governance, including by:
- Formalizing and disseminating within the Company an internal procedure that establishes the definition of privileged access over our IT systems.
- Carrying out a risk review and assessment to support the definition of the monitoring strategy for such privileged access.
- Timely monitoring and responding to the results of such review and assessment.
On April 19, 2023, the Audit and Risks Committee appointed Mr. José Mauricio Pereira Coelho to act as financial expert as that term defined by the SEC in its final rules implementing Section 407 of the Sarbanes-Oxley Act of 2002. For a discussion of the role of our statutory Audit and Risks Committee, see “Item 6.C. Directors, senior management and employees—Board practices—Committees of the Board of Directors—Audit and Risks Committee.”
In 2004, we established a Code of Ethics which covered (i) the Board of Directors; (ii) all Executive Officers (including the Chief Executive Officer and the Chief Financial and Investor Relations Officer); (iii) the Fiscal Council of Ultrapar; (iv) the Board of Directors and Executive Officers of its subsidiaries; and (v) remaining bodies with technical or advisory functions that are directly subordinated to the Board of Directors, the Executive Officers or the Fiscal Council of Ultrapar. Our Code of Ethics was amended on June 17, 2009, to (i) improve certain existing items of the code by including examples of acceptable or unacceptable behavior and clarifying the language to avoid misunderstanding of such items and (ii) improve access to the channel for reporting non-compliance with the code. On July 31, 2013, we amended our Code of Ethics in order to increase the number of permanent members of the Conduct Committee from three to four members. On September 17, 2014, the Code of Ethics was fully revised. On December 13, 2017, our Board of Directors approved a new Code of Ethics, which came into effect on March 1, 2018. The Code of Ethics was fully revised on December 8, 2021, and came into effect on March 17, 2022. On March 29, 2023, the Code of Ethics was revised to include the principles and values of the Company with immediate effects. For the complete amended Code of Ethics please see our 6-K filed with the SEC on March 29, 2023. The objective of this code is (i) to reduce the subjectivity of personal interpretations of ethical principles; (ii) to be a formal and institutional benchmark for the professional conduct of the employees, including the ethical handling of actual or apparent conflicts of interests, becoming a standard for the internal and external relationship of Ultrapar with its stakeholders, namely: shareholders, clients, employees, partners, suppliers, service providers, labor unions, competitors, society, government and the communities in which it operates; and (iii) to ensure that the daily concerns with efficiency, competitiveness and profitability do not override ethical behavior.
Also, in 2014, we approved the Corporate Policy on Anti-Corruption and the Relationship with the Public and Private Sector, applicable to shareholders, employees of the Company, third parties and business partners when representing or acting on behalf of the Company. On December 13, 2017, our Board of Directors approved a new Corporate Policy on Anti-Corruption and the Relationship with the Public and Private Sector, which came into effect on March 1, 2018. On December 8, 2021, our Board of Directors approved a fully revised Corporate Policy on Anti-Corruption and the Relationship with the Public and Private Sector, which came into effect on March 17, 2022. This policy consolidates the guidelines for corruption prevention to be adopted in the relationship with public officers to protect the integrity and transparency of our businesses. For our complete revised Corporate Policy on Anti-Corruption and the Relationship with the Public and Private Sector, please see our 6-K filed with the SEC on March 21, 2022.
On September 21, 2016, our Board of Directors approved the Corporate Competition Policy applicable to employees of the Company, third parties and business partners. This policy establishes guidelines for preventing and combating violations of competition law and ensuring compliance with all competition laws, to be adopted by Ultrapar and its subsidiaries, as well as in corporate transactions in which they are involved. In October 2018, our Board of Directors approved a new Corporate Competition Policy.
Also in 2016, the Company approved the Conflict of Interests Policy, applicable to employees of the Company, third parties and business partners when representing or acting on behalf of the Company. This policy provides for standard behaviors and professional conduct of the employees, including the ethical handling of actual or apparent conflicts of interests. The Policy was revised in 2021, now called the Conflict of Interest and Related Party Transactions Corporate Policy. You can obtain a copy of our Code of Ethics and of all mentioned policies above, free of charge, at our Investor Relations website (ri.ultra.com.br), on “Governance” section, subsection “Bylaws, Codes and Policies.”
The relationship with our independent registered public accounting firm in respect to the contracting of services unrelated to the external audit is based on principles that preserve the independence of the independent registered public accounting firm. Our Board of Directors approves our Consolidated Financial Statements, the performance by our independent registered public accounting firm of audit and permissible non-audit services, and associated fees, supported by our Audit and Risks Committee. See “Item 6. Directors, senior management and employees—Board practices—Committees of the Board of Directors—Audit and Risks Committee” for more information about the responsibilities of the Audit and Risks Committee.
Our Consolidated Financial Statements for the years ended December 31, 2023 and December 31, 2022, were audited by the independent registered public accounting firm Deloitte Touche Tohmatsu Auditores Independentes Ltda.
The following table describes the total amount billed to us by Deloitte Touche Tohmatsu Auditores Independentes Ltda. for the services performed in 2023 and 2022, respectively:
|
| 2023 |
|
| 2022 |
|
|
| (in thousands of Reais) |
|
Audit fees |
| 7,604.7 |
|
| 6,031.5 |
|
Audit related fees |
| 1,702.6 |
|
| 348.1 |
|
Tax fees |
| 125.6 |
|
| 119.2 |
|
All other fees |
| 146.9 |
|
| - |
|
Total consolidated fees |
| 9,579.8 |
|
| 6,498.7 |
|
“Audit fees” are the aggregate fees billed by our independent registered public accounting firm for the audit of our Consolidated Financial Statements, reviews of interim financial information and attestation services that are provided in connection with statutory and regulatory filings or engagements.
“Audit related fees” are fees related to procedures in connection with the offering process of securities and assurance services related to the Integrated Report.
“Tax fees” are fees related to tax compliance services over ECF (“Escrituração Contábil Fiscal” – Tax Accounting Escrituration for companies in Brazil).
“All other fees” are fees related to courses taught by Deloitte to Ultrapar, mainly related to the Sarbanes-Oxley Act.
Pre-approval policies and procedures
In order to adapt to the new rules for the Novo Mercado segment, the Annual and Extraordinary General Shareholders’ Meeting held on April 10, 2019 decided that our Audit and Risks Committee must function on a permanent basis to advise the Board of Directors. This committee is responsible for recommending to the Board of Directors the retention and dismissal of independent audit services, as well as proposing to the Board of Directors the nomination of the independent auditor and their replacement and to define the pre-approval policy for hiring services that may be provided by the independent auditor.
None.
We did not purchase any shares issued by the Company in 2023.
Under the rules of the NYSE, foreign private issuers are subject to a more limited set of corporate governance requirements than are U.S. domestic issuers. As a foreign private issuer, we must comply with four principal NYSE corporate governance rules: (i) we must satisfy the requirements of Exchange Act Rule 10A–3 relating to audit committees; (ii) our Chief Executive Officer must promptly notify the NYSE after any executive officer becomes aware of any material non-compliance with the applicable NYSE rules; (iii) we must provide the NYSE with annual and interim written affirmations; and (iv) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards.
The significant differences between our corporate governance practices and the NYSE corporate governance standards are as follows:
Independence of Directors
NYSE rules require that a majority of the Board of Directors must consist of independent directors as defined under NYSE rules. Under the Brazilian Corporate Law, we are not required to have a majority of independent directors.
The Brazilian Corporate Law requires that our directors be elected by our shareholders at a General Shareholders’ Meeting. According to the rules of Novo Mercado, 20% or at least two of the members of our Board of Directors, whichever is greater, must be independent. As of the date of this annual report, our Board of Directors had 7 members that meet the independence requirements pursuant to the rules of Novo Mercado. Furthermore, according to our Bylaws, at least 1/3 or two, whichever is higher, members of our Board of Directors must be independent.
The rules for the Novo Mercado segment, in force as of January 2, 2018, require the companies to assure the independence of the members of the Board of Directors, based on their relationship with the Company, its direct or indirect controlling shareholder (if applicable), its directors and its executive officers, and subsidiaries, affiliates and joint-ventures. According to these requirements a Board member will not be considered independent if he/she (i) is the direct or indirect controlling shareholder of the Company; (ii) has his/her voting rights at the Board meetings bound to a shareholders’ agreement regarding matters related to the Company; (iii) is a spouse, partner or direct or collateral first/second-degree relative of the controlling shareholder or of any executive officer of the Company or the controlling shareholder; (iv) was an employee or executive officer of the Company or its controlling shareholder in the past three years.
Furthermore, the rules of the Novo Mercado establish that when deciding whether Board members are independent, some situations must be analyzed in order to verify whether they entail loss of independence due to the characteristics, magnitude and extent of the relationship, as follows: (i) “are they a first/second-degree relative of the controlling shareholder or of any executive officer of the company or the controlling shareholder?”; (ii) “have they been an employee or executive officer the company’s subsidiaries, affiliates or joint-ventures in the past three years?”; (iii) “do they have a business relationship with the company, its controlling shareholder, or a subsidiary, affiliate or joint-venture?”; (iv) “do they hold a position in a firm or entity that has a business relationship with the company or with its controlling shareholder, whereby they have decision-making power regarding the activities of the firm or entity?”; (v) “do they receive any compensation from the company, its controlling shareholder, or a subsidiary, affiliate or joint-venture other than the compensation relating to their position as a member of the Board of Directors or committees of the company, its controlling shareholder, or its subsidiaries, affiliates and joint-ventures, excluding income from shares in the company and benefits from supplementary pension plans?”
Once such requirements are met, the General Shareholders’ Meeting shall then be entitled to decide whether a person nominated as member of the Board of Directors is independent and may base its decision (i) on a declaration submitted to the Board of Directors in which the nominee attests and justify his/her compliance with the independence requirements or (ii) on the opinion of the Board of Directors expressed in the management’s proposal to the General Shareholders’ Meeting that elects directors and officers regarding the candidate’s compliance or non-compliance with the independence criteria.
At the Annual and Extraordinary General Shareholders’ Meeting held on April 14, 2021, our Bylaws were amended to reflect the new independence requirements, and the election of the Board of Directors deliberated upon such General Shareholders’ Meeting contemplated said requirements and procedures.
As of the date of this annual report, our Board of Directors consists of nine members, eight of whom being non-executive members and seven being independent members, according to the Brazilian Novo Mercado Listing Rules. One of the non-independent Board members is the Chief Executive Officer of Ultrapar, as of the date of this annual report. The other non-independent Board member is related, directly or indirectly, to Ultra S.A. See “Item 6.C. Directors, senior management and employees—Board practices” and “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
As of December 31, 2023, no member of the Board had any material relationship with the Company, either directly or as a partner or officer of an organization that has relationship with Ultrapar, except for their interest as shareholders of Ultrapar or Ultra S.A., when applicable, as mentioned above. The Brazilian Corporate Law, the Novo Mercado Listing rules and the CVM establish rules relating to the qualification of the members of our Board of Directors and our Executive Officers, including their compensation, duties, and responsibilities. We believe these rules provide adequate assurances that our directors are independent, according to the independence tests established by the NYSE.
Executive sessions
NYSE rules require that the non-management directors must meet at regularly scheduled executive sessions without management present. As of December 31, 2022, such provision was not applicable to Ultrapar given that none of our directors were an executive officer of the Company. On April 19, 2023, Marcos Marinho Lutz, Ultrapar’s Chief Executive Officer, was elected as the Vice-Chairman of the Board of Directors for a two-year term. Thus, the Company shall have executive sessions without management present.
Committees
NYSE rules require that U.S. domestic listed companies have a nominating/corporate governance committee and a compensation committee composed entirely of independent directors and governed by a written charter addressing the committee’s purpose and responsibilities. Under the Brazilian Corporate Law, we are not required to have a nominating committee, a corporate governance committee or a compensation committee. Notwithstanding, our Bylaws provides for a People and Sustainability Committee, an Investments Committee, and an Audit and Risks Committee as ancillary bodies of the Board of Directors. See “Item 6.C. Directors, senior management and employees—Board practices” and “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
The members of our committees shall be elected by the Board of Directors for a term of office of two years, coincident with the term of office of the directors. They may be reappointed for successive terms, except for the members of the Audit and Risks Committee, who will exercise their positions for a maximum of 10 years. For more information, see “Item 6.C. Directors, senior management and employees—Board practices—Committees of the Board of Directors—People and Sustainability Committee” and “—Investments Committee.”
Audit and Risks Committee
U.S. domestic listed companies must have an audit committee with all independent directors who are financially literate and who satisfy the independence requirements of Rule 10A–3 of the Securities Exchange Act of 1934 (the “Exchange Act”), with a written charter addressing the committee’s purpose and responsibilities.
Our Bylaws establish our Audit and Risks Committee as an ancillary body of the Board of Directors, which shall be composed of at least three members, all of them members of the Board of Directors and at least one member with recognized experience in corporate accounting matters, as provided in the applicable regulations of the CVM. Although our Bylaws only require a majority of independent directors, all members of our Audit and Risks Committee meet the applicable independent membership requirements of the SEC and the NYSE. All members shall be elected by the Board of Directors for a term of office of two years, and the term shall coincide with the term of office of the Directors, with reelection being permitted for 5 terms. A single member of the Audit and Risks Committee may concentrate the two above mentioned requirements.
The Audit and Risks Committee shall (a) recommend to the Board of Directors the retention and dismissal of independent audit services, as well as propose to the Board of Directors the nomination of the independent auditor and their replacement; (b) review the management report and the financial statements of the Company and of its controlled companies, and provide the recommendations it deems necessary to the Board of Directors; (c) review the quarterly financial information and the periodic financial statements prepared by the Company; (d) monitor the activities of the Company’s internal audit and internal controls departments, including follow-up and assessment of the effectiveness and sufficiency of the internal control structure and of the internal and independent audit processes of the Company and of its controlled companies, including in relation to the provisions set forth in the Sarbanes-Oxley Act, submitting the recommendations it deems necessary for the improvement of policies, practices and procedures; (e) evaluate and monitor the Company’s risk exposure per the Corporate Risk Management Policy, as well as provide its opinion on any review of the contents thereof, in addition to advising the Board of Directors in connection with the setting of acceptable risk levels; (f) review, monitor and recommend to management any corrections or improvements to be made to the Company’s corporate policies, including the Corporate Policy on Conflict of Interest and Related Party Transactions; (g) establish procedures for the acceptance and handling of information submitted by any party relating to alleged noncompliance with applicable legal and regulatory requirements applicable to the Company, in addition to internal regulations, policies and codes, including procedures for confidential or anonymous submission, safeguarding information secrecy; (h) interact with the other Company’s governing bodies in connection with the receipt and review of information on noncompliance with legal and regulatory requirements applicable to the Company, as well as with internal regulations; and (i) provide its opinion on the matters submitted to it by the Board of Directors, as well as on those matters it determines to be relevant. For more information, see “Item 6.C. Directors, senior management and employees—Board practices—Committees of the Board of Directors—Audit and Risks Committee.”
Fiscal Council
Under the Brazilian Corporate Law, the Fiscal Council is a separate corporate body independent of management and independent auditors and it may operate on a permanent or non-permanent basis. According to the Brazilian Corporate Law, a Fiscal Council acting on a non-permanent basis is required to be formed when requested by 10% of voting shareholders in an Annual General Shareholders’ Meeting. However, pursuant to the CVM Resolution 70/22, in the case of Ultrapar, holders of 2% of the voting capital are entitled to request the installation of the Fiscal Council. The elected members of the Fiscal Council will remain in place only until the following Annual General Shareholders’ Meeting, in which they may be reelected by our shareholders. The Fiscal Council must meet at least four times per year. Since its establishment, in July 2005, our Fiscal Council has been meeting on a regular basis, and in 2023, they held 9 meetings.
Additionally, individuals who are members of our Board of Directors or are Executive Officers, employees or spouses or relatives of any member of our management are not eligible to serve on the Fiscal Council. To be eligible to serve on our Fiscal Council, a person must be a resident of Brazil and either hold a university degree or have been a Company officer or Fiscal Council member of another Brazilian company for at least three years prior to the election to our Fiscal Council. A Fiscal Council, when installed, shall have the duties and obligations provided by the Brazilian Corporate Law, which includes, among others, the examination of the statements of financial position of the Company and other financial statements prepared by a company, at least every three months, and the examination of the company’s accounts and financial statements for the fiscal year and give an opinion on them.
Our Fiscal Council is composed of three effective members and an equal number of alternate members and operates on a non-permanent basis when installed by the General Shareholders’ Meeting. As of the date hereof, we have a Fiscal Council installed, which is composed of the following members: Flavio Cesar Maia Luz, Élcio Arsenio Mattioli and Marcelo Gonçalves Farinha. The current members were elected at the Annual and Extraordinary Shareholders’ Meeting held on April 17, 2024. For more information, see “Item 6. Directors, senior management and employees—Board practices—Fiscal Council” and “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
Shareholder approval of equity compensation plans
NYSE rules require that equity compensation plans for U.S. domestic listed companies be subject to shareholder approval, with limited exceptions. In November 2003, our shareholders approved the Deferred Stock Plan. In accordance with the Deferred Stock Plan, the Board of Directors determines the eligible participants and the number of shares to which each participant shall have rights. See “Item 6.B. Directors, senior management and employees—Compensation.” At the Annual and Extraordinary General Shareholders’ Meeting held on April 19, 2017, our shareholders approved a stock-based incentive plan for our employees and executives. At the Annual and Extraordinary General Shareholders’ Meeting held on April 19, 2023, our shareholders approved a new stock-based incentive plan for our employees, executives and directors and amended the prior stock-based incentive plan.
Corporate governance guidelines
NYSE rules require that U.S. domestic listed companies adopt and disclose corporate governance guidelines. We have adopted corporate governance guidelines set out by our Board of Directors or required by the Brazilian Corporate Law, the CVM and B3 and which we believe are consistent with best practices, such as the 100% tag-along rights to all shareholders, the establishment and disclosure of the Code of Ethics, and the adoption of the Material Notice Disclosure Policy and Securities Trading Policy, which deals with the public disclosure of all relevant information and the trading of shares issued by Ultrapar as per the CVM Resolution 44/21, as amended, and the adoption of Corporate Policy on Anti-Corruption and the Relationship with the Public and Private Sector.
Since June 28, 2011, we have been listed on the Novo Mercado segment of B3, the highest governance level. According to the rules of Novo Mercado, 20% or at least two members of our Board of Directors, whichever is greater, must be independent while a minimum of 1/3 or two is required in our Bylaws.
Our Bylaws also (i) establish a mandatory tender offer for 100% of the Company’s shareholders in the event a shareholder, or a group of shareholders acting in concert, acquire or become holder of 20% of the Company’s shares, excluding treasury shares, and (ii) determines that we adopt an Investments, an Audit and Risks and a People and Sustainability Committee, as ancillary bodies of the Board of Directors. Our Bylaws do not establish any limitation on voting rights, special treatment to current shareholders, public tender offers for a price above that of the acquisition price of shares or any other poison pill provisions, thus assuring the effectiveness of a majority shareholders’ approval on all matters to be deliberated. See “Exhibit 1.1—Bylaws of Ultrapar, dated as of April 17, 2024.”
In addition, as mentioned above, in September 2017, new rules for Novo Mercado were approved by the CVM. Some of the modifications of the Novo Mercado Rules include the following requirements: (i) set up an audit committee (statutory or non-statutory); (ii) structure and disclose a process of assessment of the Board of Directors, its committees and executive officers; (iii) establish and disclose a Code of Conduct (or Code of Ethics), as well as a Compensation Policy, a Nomination Policy for the Board of Directors, its Committees and Executive Officers, a Risk Management Policy, a Related Party Transaction Policy and Securities Trading Policy, all of them with minimum requirements. Our Bylaws were amended to reflect, among others, such requirements and we are in full compliance with such rules.
Code of business conduct and ethics
NYSE rules require that U.S. domestic listed companies adopt and disclose a code of business conduct and ethics for directors, officers, and employees. Despite the fact that the adoption and disclosure of a formal code is not required under the Brazilian Corporate Law, in 2004, we established our Code of Ethics, which was amended on September 17, 2014, on December 17, 2017, on December 8, 2021 and on March 29, 2023. For the complete amended Code of Ethics, please see our Form 6-K filed with the SEC on March 29, 2023. The main objectives of this Code are (i) to reduce the subjectivity of personal interpretations of ethical principles; and (ii) to be a formal and institutional benchmark for the professional conduct of our employees, including the ethical handling of actual or apparent conflicts of interests, becoming a standard for the internal and external relationship of the Company with its stakeholders. See “Item 16.B. — Code of Ethics.”
Not applicable.
Not applicable.
Not applicable.
Risk management and strategy
Ultrapar has an Information Security Policy, which consolidates the guidelines adopted by the Company and its subsidiaries, its employees and third parties (including suppliers of products and/or services) to ensure information systems security, by defining roles and responsibilities within the governance structure adopted by Ultrapar. All employees and third-party service providers that have physical or digital access to business data and technology environments of Ultrapar, must (i) observe the provisions of the Information Security Policy and other information security management policies, rules and standards; (ii) classify the confidentiality level of any document produced or information shared in line with internal data classification standard criteria; (iii) submit expedient reports on information security incidents through its manager, IT service center or directly to the information security team; and (iv) participate in all information security training and awareness activities developed by the Company.
Ultrapar’s processes for assessing, identifying, and managing material risks from cybersecurity threats are the responsibility of our information security department, comprised of IT specialists who proactively search for vulnerabilities in our systems and monitor and act on threats and breaches identified.
We have implemented security measures to protect our databases and prevent cyberattacks, thereby reducing risks of exposure to data breaches and IT security incidents, and we have adopted various actions aiming to minimize potential technology disruptions, such as tools, controls and procedures in the management and monitoring of internal and perimeter security, periodic analysis of vulnerabilities, an information security and cybersecurity awareness program, contingency plans for critical processes, a secondary environment for physical disaster recovery and respective periodic tests, tools for continuous monitoring and correlation of events, a dedicated team responsible for maintaining and continuously improving the information security management system, incident response plans and other best practices and tools.
In recent years, we have been engaging with external advisors and consultants to conduct cybersecurity trainings, phishing and penetration tests, and evaluations on our information security systems, among other services related to our cybersecurity risk assessment programs. We also hired third-party SOC (Security Operations Center) and SIEM (Security Information and Event Management) tools to constantly monitor our systems, tracking incidents and potential vulnerabilities. Ultrapar is also ISO 27001 certified since 2022.
Furthermore, with the assistance of third-party specialized companies, Ultrapar has developed and employs several tools to support management in the event of any cybersecurity incident. These tools assist the Company in identifying its critical processes, systems and resources, whose correction should be prioritized in case of unavailability or failure, and in devising a formalized and organized incident response process, guiding all organizational levels to respond in a fast and reliable manner, should the Company experience any information security incident.
Previous cybersecurity incidents. On January 11, 2021, an unauthorized party disrupted access to our IT systems, which caused a temporary interruption to our operations and resulted in the theft of certain proprietary data. On January 14, 2021, we began restoring the systems that were affected by this incident and all critical information systems have been fully operational since February 2021. The event did not have any material and lasting impacts on the Company.
The Company had, at the time, a cyber insurance policy in place, which was triggered by the event. As of the date of this annual report, the Company does not carry insurance against cyber incidents. Therefore, similar cybersecurity incidents could have an adverse effect on our businesses, reputation, results of operations, cash flows or financial condition, or result in proceedings or actions against us, including the imposition of fines. For information on risks from cybersecurity threats, see “Item 3.D. Key information—Risk factors—Information technology failures, including those that affect the privacy and security of personal data, as a result of cyber-attacks or other causes, could adversely affect our businesses and the market price of our shares and ADSs.”
Governance
In addition to the overall governance structure applicable to all risks monitored by Ultrapar, there are two support committees focused on matters related to information systems security: the Information Security Steering Committee and the Information Security Management Committee. These committees hold regular meetings (quarterly in the case of the Steering Committee and every two months in the case of the Management Committee) and also meet up regularly with the Risks, Integrity and Audit Department to discuss if the risk exposure is adequate. The Information Security Management Committee reports to the Information Security Steering Committee.
The main roles and their respective responsibilities in maintaining and continuously improving security in the information technology systems of Ultrapar are described below:
·
| IT Heads (of Ultrapar and its subsidiaries):
|
| -
| Allocate IT-related investments; |
| -
| Implement information security awareness and training programs; |
| -
| Execute plans and investments to mitigate information security risks; |
| -
| Supervise the implementation of action plans and mitigate controls related to information security risks; and |
| - | Ensure the effectiveness of the Information Security Policy by suggesting revisions and updates to the Information Security Steering Committee. |
| · | Information Security Management Committee (composed of Ultrapar’s IT Officer; Information Security Manager; and information security and information technology specialists at Ultrapar and its subsidiaries):
|
| - | Share knowledge, initiatives and plans relative to best practices, processes, technologies and solutions for assessing, identifying, and managing material risks from information security threats; |
| -
| Discuss, assess, verify and suggest information security management rules and standards, as applicable, and minimum information security registers and requirements in technology environments; |
| - | Monitor the prevention, detection, mitigation, and remediation of information security incidents; |
| - | Supervise and validate action plans and controls related to information security risks; and |
| - | Update the Information Security Steering Committee on activities and recommendations discussed within the Information Security Management Committee. |
| · | Information Security Steering Committee (composed of Ultrapar’s Administrative and Controlling Officer; Risks, Integrity and Audit Officer; Legal Officer; and Information Security Manager): |
| - | Review, approve and monitor applicable rules and standards for information security management, as well as information security training plans; |
| -
| Monitor and supervise implementation of the action plans and prevention, mitigation and other controls related to information security risks; |
| - | Report to Ultrapar’s Board of Directors all events infringing the Information Security Policy; and |
| - | Ensure the effectiveness of the Information Security Policy by suggesting revisions and updates to Ultrapar’s Executive Officers. |
As of December 31, 2023, Ultrapar’s Information Security Steering Committee was composed of four members, whose relevant expertise for assessing and managing risks relating to cybersecurity are described below:
Ultrapar’s Administrative and Controlling Officer. Our Administrative and Controlling Officer joined Ultrapar in 1995 and, since then, has worked in different areas of the Company, including treasury, corporate planning, investor relations, and served as Officer in Ultragaz from 2008 to 2017, and in Ipiranga from 2017 to 2019, in which he was responsible for the finance, tax, compliance and IT departments. He graduated as an industrial engineer from the University of São Paulo and holds an MBA from Ross Business School at the University of Michigan and a bachelor degree from the law school of the University of São Paulo.
Ultrapar’s Risks, Integrity and Audit Officer. Our Risks, Integrity and Audit Officer joined Ultrapar in 2017 as the Compliance Manager and has been the Director of Risks, Integrity and Audit since 2021. She has served as Vale’s Compliance, Forensic and Audit Manager from 2015 to 2017 and Votorantim Cimentos’s Global Compliance Manager from 2014 to 2015. She graduated in law from the Pontifical Catholic University of São Paulo and has executive education in corporate governance and compliance from Insper.
Ultrapar’s Legal Officer. Our Legal Officer joined Ultrapar in 2023. She has served the legal department of BRMalls from 2011 to 2023, being its Legal Director from 2018 to 2023 and its Data Protection Officer from 2020 to 2023. She graduated in law from the Pontificial Catholic University of Rio de Janeiro, holds a master degree in corporate law and capital markets from Ibmec and has executive education on privacy and data protection from Insper.
Ultrapar’s Information Security Manager. Our Information Security Manager joined Ultrapar in 2009 as an IT analyst and has been the Information Security Manager since 2022, being responsible for the assessment, mitigation and correction of information security risks at the Company. He also has experience in IT Governance, Identity and Access Management (IAM), data protection management with respect to cybersecurity incidents, as well as extensive knowledge in network infrastructure, servers, user authentication, virtualization and storage. He graduated in information technology from the Paulista University and holds an MBA in cybersecurity forensics, ethical hacking and DevSecOps from the Paulista College of Informatics and Administration.
For more information about our overall risk management processes, strategy and governance, see “Item 4.B. Information on the Company—Business overview.”
a. Stella GD Intermediação de Geração Distribuída de Energia Ltda
On October 1, 2022, by means of subsidiary Ultragaz Comercial Ltda., the Company acquired all shares of Stella GD Intermediação de Geração Distribuída de Energia Ltda. (“Stella”). The transaction qualifies as a business combination as defined in IFRS 3 – Business Combinations. This acquisition marks Ultragaz's entry into the electricity segment, in line with its strategy of expanding its offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, the Ultragaz brand and is extensive base of industrial and residential customers.
Founded in 2019, Stella is a technology platform that connects renewable electric power generators and customers, in form of Distributed Generation. The company has a footprint in 12 States, has more than 11 thousand active customers and offered power of approximately 75 MWp (Megawatt peak).
The total amount paid for the company was R$ 63,000, with an initial payment of R$ 7,560. The remaining amount of the acquisition will be settled in 2027, subject to adjustments relating to Stella’s performance achievement conditions (“contingent consideration” or “earnout”).
The Company, based on applicable accounting standards, determined the statement of financial position as of the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The purchase price allocation (“PPA”) was completed in 2023.
The Company, supported by an independent appraisal firm, estimated the provisional amounts for the purchase price allocation and determined the final goodwill in the amount of R$ 103,051, based on the amount already paid on the transaction date, and the estimated fair value relating to the future payment of earnout.
The earnout is determined based on contractual goals set for revenue and the accounting net cash flow to be achieved in the year ending December 31, 2026. The Company estimated the fair value of this achievement based on the discounted cash flow method and projections of earnings as estimated by Management.
|
|
| Ultrapar Participações S.A. and Subsidiaries |
|
|
|
| Notes to the financial statements |
|
| For the years ended December 31, 2023, 2022 and 2021 |
|
| Amounts expressed in thousands of Brazilian Reais, except where otherwise stated | |
The table below summarizes the balances of assets acquired and liabilities assumed on the acquisition date, including goodwill determination:
Assets |
|
|
Cash and cash equivalents | 1,586 |
|
Receivables | 17 |
|
Other receivables | 119 |
|
Property, plant and equipment | 515 |
|
Intangible assets | 1,024 |
|
Liabilities |
|
|
Trade payables | 14 |
|
Salaries and related charges | 217 |
|
Taxes payable | 9 |
|
Other payables | 5,378 |
|
Goodwill based on expected future profitability | 103,051 |
|
Acquisition value | 100,694 |
|
|
|
|
Comprised by |
|
|
Cash | 7,560 |
|
Contingent consideration to be settled in cash | 93,134 |
|
Total consideration | 100,694 |
|
Net cash outflow resulting from acquisition |
|
|
Consideration in cash | 7,560 |
|
Cash and cash equivalents acquired | (1,586 | ) |
Net cash consumed on investments acquisition | 5,974 |
|
The goodwill determined on the operation is based on the expected future profitability, supported by the appraisal report, after allocation of the identified assets. The goodwill is expected to be deductible for income tax purposes.
The contribution of the acquired company's results to the Company's results if the business combination had occurred on January 1, 2022 is not considered relevant, as well as the contribution to the Company's results since then.
Earnout sensitivity analysis
The following table shows information on how the fair value of the contingent consideration was determined considering the basic assumptions used to define earnout. The sensitivity analyses as of December 31, 2023, as shown below, were determined based on possible changes of assumptions, keeping all other assumptions constant.
Goals |
| Changes in goals |
| Increase in liabilities in R$ |
| Changes in goals |
| Decrease in liabilities in R$ |
|
Accounting net cash flow and net revenue |
| increase by 25.0 p.p. |
| 29,545 |
| decrease by 25.0 p.p |
| 27,353 |
|
|
|
| Ultrapar Participações S.A. and Subsidiaries |
|
|
|
| Notes to the financial statements |
|
| For the years ended December 31, 2023, 2022 and 2021 |
|
| Amounts expressed in thousands of Brazilian Reais, except where otherwise stated | |
b. NEOgás do Brasil Gás Natural Comprimido S.A.
On February 1, 2023, through its subsidiary Companhia Ultragaz S.A., the Company acquired all the shares of NEOgás do Brasil Gás Natural Comprimido S.A. (“NEOgás”), qualifying the transaction as a business combination as defined in IFRS 3 – Business Combinations. The acquisition marks Ultragaz's entry into the compressed natural gas distribution segment and, in addition, NEOgás is an ideal platform to provide biomethane distribution opportunities. This transaction reinforces Ultragaz's strategy of expanding the offering of energy solutions to its industrial customers, using its capillarity, commercial strength, and brand.
NEOgás, established in 2000, was a pioneer in the transportation of compressed natural gas (CNG) in Brazil. It is currently the market leader, operating in the industrial, vehicle and structuring projects segments in partnership with natural gas distributors. NEOgás, which distributed more than 100 million m³ in 2021, has 6 compression bases in the South and Southeast regions and 149 semi-trailers for CNG distribution.
The total amount of the operation is R$ 165,000 subject to the usual working capital and net debt adjustments. The purchase price comprises the difference between the transaction amount, estimated working capital and net debt adjustments and the primary contribution, made on February 1, 2023, in the amount of R$ 85,290. The initial payment for the operation was made on February 1, 2023 in the amount of R$ 64,263, and the remaining amount of the operation will be settled after compliance with the contractual clauses and was recorded under “Other payables” in the amount of R$ 20,787 to be settled up to 2029. The Company, based on applicable accounting standards and supported by an independent appraisal firm, calculated the definitive amounts for the purchase price allocation as of December 31, 2023 and determined the final goodwill in the amount of R$ 7,761.
|
|
| Ultrapar Participações S.A. and Subsidiaries |
|
|
|
| Notes to the financial statements |
|
| For the years ended December 31, 2023, 2022 and 2021 |
|
| Amounts expressed in thousands of Brazilian Reais, except where otherwise stated | |
The following table summarizes the balances of assets acquired and liabilities assumed on the acquisition date, including goodwill determination:
Assets |
|
|
Cash and cash equivalents | 16,807 |
|
Receivables | 14,999 |
|
Inventories | 6,626 |
|
Recoverable taxes | 5,384 |
|
Judicial deposits | 131 |
|
Other receivables | 707 |
|
Right-of-use assets, net | 5,117 |
|
Property, plant and equipment, net | 104,700 |
|
Intangible assets, net | 52,604 |
|
Liabilities |
|
|
Loans and financing | 93,991 |
|
Trade payables | 17,600 |
|
Salaries and related charges | 2,341 |
|
Taxes payable | 860 |
|
Provisions for tax, civil and labor risks | 1,247 |
|
Leases payable | 5,191 |
|
Other payables | 3,884 |
|
Goodwill based on expected future profitability | 7,761 |
|
Acquisition value | 89,722 |
|
|
|
|
Comprised by |
|
|
Cash | 68,935 |
|
Contingent consideration to be settled | 20,787 |
|
Total consideration | 89,722 |
|
Net cash outflow resulting from acquisition |
|
|
Initial consideration in cash | 64,263 |
|
Subsequent consideration in cash | 4,672 |
|
Cash and cash equivalents acquired | (16,807 | ) |
Total | 52,128 |
|
|
|
| Ultrapar Participações S.A. and Subsidiaries |
|
|
|
| Notes to the financial statements |
|
| For the years ended December 31, 2023, 2022 and 2021 |
|
| Amounts expressed in thousands of Brazilian Reais, except where otherwise stated | |
The breakdown of the acquisition value, considering the working capital and net debt adjustments and primary contribution is shown below:
Amount of NEOgás’ purchase and sale agreement | 165,000 |
|
Working capital and net debt estimated adjustments | 10,012 |
|
Primary contribution | (85,290 | ) |
Net cash consumed on investments acquisition | 89,722 |
|
The goodwill determined on the operation is based on the expected future profitability and on the synergy with the operations of Ultragas, supported by the appraisal report, after allocation of the identified assets. The goodwill is expected to be deductible for income tax purposes.
The effect of the acquired company's results to the Company's results if the business combination had occurred on January 1, 2023 is not considered relevant, as well as the contribution to the Company's results since February 1, 2023.
In the process of identifying assets and liabilities, intangible assets that were not recognized in the books of the acquired entity were also considered, as shown below:
| R$ |
|
| Useful life |
| Amortization method |
Trademark rights | 5,069 |
|
| 5 years |
| Straight line |
Licenses | 14,952 |
|
| 3 years |
| Straight line |
Software | 2,418 |
|
| 5 years |
| Straight line |
Customer list and relationship | 26,453 |
|
| 16 years |
| Straight line |
Total | 48,892 |
|
|
|
|
|
The fair value of financial assets includes trade receivables with fair value of R$ 14,999 and gross contractual amount of R$ 15,328. The Company does not expect that these balances will not be realized.
For further details on the property, plant and equipment and intangible assets acquired, see Notes 13 and 14, respectively, and on the provisions for tax, civil and labor risks, see Note 18.
c. Terminal de Combustíveis Paulínia S.A. (“Opla”)
On July 1, 2023, through its subsidiary Ultracargo Logística S.A., the Company acquired a 50% interest in Terminal de Combustíveis Paulínia S.A. (“Opla”), qualifying the transaction as an acquisition of a joint venture as defined in IAS 18 (CPC 18 (R2)) – Investments in Associates and Joint Ventures and IFRS 11 (CPC 19 (R2)) - Joint Arrangements. The acquisition of interest in Opla marks Ultracargo's entry into the inland liquid bulk storage and logistics segment, integrated with port terminals, in line with its growth plan. With the acquisition, Ultracargo and BP Biofuels Brazil Investments Ltd. (“BP”) become joint ventures of Opla.
The total amount of the operation of R$ 237,500 is subject to the usual working capital and net debt adjustments. The purchase price includes the transaction amount, including estimated working capital and net debt adjustments. The transaction was paid in a single installment of R$ 210,096 on July 1, 2023. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 158,634. The purchase price allocation (“PPA”) will be completed in 2024.
The breakdown of the acquisition value, considering the working capital and net debt adjustments and the goodwill on the transaction is shown below:
Equity of the acquired investee | 51,462 |
|
Goodwill on the transaction | 158,634 |
|
Acquisition value | 210,096 |
|
|
|
| Ultrapar Participações S.A. and Subsidiaries |
|
|
|
| Notes to the financial statements |
|
| For the years ended December 31, 2023, 2022 and 2021 |
|
| Amounts expressed in thousands of Brazilian Reais, except where otherwise stated | |
d. Serra Diesel Transportador Revendedor Retalhista Ltda.
On September 1, 2023, through the subsidiary Ultrapar Empreendimentos Ltda. the Company acquired 60% of the voting share capital of Serra Diesel Transportador Revendedor Retalhista Ltda. (“Serra Diesel”), qualifying the transaction as a business combination as defined in IFRS 3 – Business Combinations. The acquisition complements Ultrapar's operations in the mobility and liquid fuel distribution segment.
Serra Diesel was established in 2006 and its main activity is the wholesale fuel trade carried out by a carrier-reseller-retailer, with presence in the southern region of Brazil.
The initial payment, including the capital contribution in the amount of R$ 16,193, totaled R$ 21,193. The remaining transaction amount of R$ 5,189 was recorded under “Other payables” and will be paid after the contractual clauses have been fulfilled. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$ 14,217. The purchase price allocation (“PPA”) will be completed in 2024.
The table below summarizes the provisional balances of assets acquired and liabilities assumed on the acquisition date recognized at fair value, subject to adjustment for purchase price allocation and goodwill determination:
Assets |
|
|
Cash and cash equivalents | 1,719 |
|
Receivables | 28,475 |
|
Inventories | 9,128 |
|
Recoverable taxes | 2,551 |
|
Other receivables | 55 |
|
Other investments | 298 |
|
Right-of-use assets, net | 25,500 |
|
Property, plant and equipment, net | 21,235 |
|
Intangible assets, net | 11,619 |
|
Liabilities |
|
|
Loans and financing | 17,337 |
|
Trade payables | 26,965 |
|
Salaries and related charges | 1,933 |
|
Taxes payable, income and social contribution taxes payable | 376 |
|
Leases payable | 25,500 |
|
Other payables | 8,194 |
|
Goodwill based on expected future profitability | 14,217 |
|
Non-controlling interests | 8,110 |
|
Assets and liabilities consolidated in the opening balance | 26,382 |
|
Assets acquired | 60,348 |
|
Liabilities assumed | (48,183 | ) |
Goodwill based on expected future profitability | 14,217 |
|
Acquisition value | 26,382 |
|
|
|
| Ultrapar Participações S.A. and Subsidiaries |
|
|
|
| Notes to the financial statements |
|
| For the years ended December 31, 2023, 2022 and 2021 |
|
| Amounts expressed in thousands of Brazilian Reais, except where otherwise stated | |
Comprised by |
|
|
Cash | 5,000 |
|
Acquisition of ownership interest via capital contribution (as non-controlling interests) | 16,193 |
|
Contingent consideration to be settled | 5,189 |
|
Total consideration | 26,382 |
|
Net cash outflow resulting from acquisition |
|
|
Initial consideration in cash | 5,000 |
|
Cash and cash equivalents acquired | (1,719 | ) |
Net cash consumed on investments acquisition | 3,281 |
|
The contribution of the acquired company's results to the Company's results if the business combination had occurred on January 1, 2023 is not considered relevant, as well as the contribution to the Company's results since September 1, 2023.
For further details on right-of-use assets and leases payable, property, plant and equipment and intangible assets acquired, see notes 12, 13 and 14, respectively.
