Edgar Filing: ULTRAPAR HOLDINGS INC

Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report Of Foreign Private Issuer

Pursuant To Rule 13a-16 Or 15d-16 Of

The Securities Exchange Act Of 1934

For the month of January, 2014

Commission File Number: 001-14950

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)

Avenida Brigadeiro Luis Antonio, 1343, 9º Andar

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes

ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

ITEM

1.	Manual for Shareholders’ Participation in the Annual Shareholders’ Meeting of April 16, 2014

Manual for Shareholders’ Participation

Annual Shareholders’ Meeting

of April 16, 2014

Manual for Shareholders

TABLE OF CONTENTS

3	Message from the Chairman of the Board of Directors
4	Message from the Chief Executive Officer
5	Invitation
6	Call notice
9	Procedures and deadlines
10	Voting rights in the Meeting
11	Management Proposal for matters to be discussed in the Annual General Shareholders’ Meeting, including:
	Annex I - Financial statements referring to the fiscal year ended on December 31st, 2013, including (i) the Management’s report on the Company’s businesses and the main administrative facts of the fiscal year ended on December 31st, 2013; (ii) Report from our Independent Auditors and (iii) Report from our Fiscal Council Note: This Annex was previously filed on Ultrapar’s Form 6-K dated February 20th, 2014.
13	Annex II - Management discussion and analysis on the financial conditions of the Company, under the terms of item 10 of the Reference Form
57	Annex III - Allocation of net earnings proposal for the fiscal year, pursuant to Annex 9-1-II of CVM Instruction nr 481/2009
62	Annex IV - Management and Fiscal Council compensation proposal;
65	Annex V - Information about the management compensation, under the terms of item 13 of the Reference Form;
90	Annex VI - Information about the candidates for members of the Fiscal Council indicated or supported by the management, under the terms of items 12.6 to 12.10 and 12.12 of Reference Form;
	Glossary of the terms used in items 10, 12.6 to 12.10, 12.12 and 13 of the Reference Form which are part of this document
	Model for power of attorney

MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

Dear Shareholders,

We are pleased to invite you to attend the Annual General Shareholders’ Meeting (the “Meeting”) of Ultrapar Participações S.A. (“Ultrapar” or the “Company”), to be held on April 16, 2014, at 2:00 p.m., in the Company’s headquarters, located at Av. Brigadeiro Luís Antônio, nr 1,343, 9th floor, in the City and State of São Paulo, Brazil, in accordance with the Call Notice to be published in the newpapers Valor Econômico on March 17, 18 and 19, 2014 and Diário Oficial do Estado de São Paulo on March 15, 18 and 19, 2014, also available at the Company’s website (www.ultra.com.br).

PAULO G. A. CUNHA

Chairman of the Board of Directors

MESSAGE FROM THE CHIEF EXECUTIVE OFFICER

Dear Shareholders,

The preparation of this Manual for Shareholders’ Participation (the “Manual”) is aligned with the Company’s philosophy towards the continuous improvement of its corporate governance practices, including the quality and convenience of the information provided to our shareholders.

The purpose of this document is to present the management proposals and to provide you with clarification and guidance regarding the matters to be discussed and procedures required for your attendance and power of attorney to participate in the Meeting of April 16, 2014 of Ultrapar, consolidating in a single file all documents published by Ultrapar in connection with the Meeting.

I would also like to inform that, in addition to the information disclosed, the Investor Relations department of Ultrapar will be available for additional clarification by e-mail invest@ultra.com.br or telephone +55 11 3177-7014.

THILO MANNHARDT

Chief Executive Officer

INVITATION

DATE

April 16, 2014

TIME

2:00 p.m.

LOCATION

Company’s headquarters

Av. Brigadeiro Luís Antônio, nr 1,343

Bela Vista – 01317-910

São Paulo – SP

MAP

CALL NOTICE

ANNUAL GENERAL SHAREHOLDERS’ MEETING

The shareholders are hereby invited to attend the Annual General Shareholders’ Meeting of Ultrapar Participações S.A. (“Ultrapar” or the “Company”), to be held on April 16th, 2014, at 2:00 p.m., in the Company’s headquarters, located at Av. Brigadeiro Luís Antônio, nr 1343, 9th floor, in the City and State of São Paulo (the “Meeting”), in order to vote on the following matters:

1. Analysis and approval of the Management’s report, Management’s accounts and financial statements referring to the fiscal year ended on December 31st, 2013, together with the report from the Independent Auditors and the opinion from the Fiscal Council;

2. Allocation of net earnings for the fiscal year ended on December 31st, 2013;

3. Setting of the Management’s compensation; and

4. Based on the request for installation of the Fiscal Council made by shareholders representing more than 2% (two percent) of the voting shares issued by the Company, election of the members of the Fiscal Council and setting of their compensation.

Attendance at the Meeting

The shareholders (including holders of American Depositary Receipts (“ADRs”)) of the Company attending the Meeting in person or represented by proxies, must comply with the requirements for attendance provided for in article 12 of the Company’s Bylaws, presenting the documents listed under items Individual Shareholder, Corporate Shareholder and Investment Funds below. The quality of shareholder will be evidenced by submitting a statement issued by the bookkeeping institution or by the custodian institution, indicating the number of shares held by them up to three days prior to the Meeting.

Shareholders holding ADRs will be represented at the Meeting by the custodian of the shares underlying the ADRs pursuant to the terms of the deposit agreement, dated December 16, 1999, as amended (“Deposit Agreement”). The procedures for exercising voting rights in connection with the ADRs will be specified in a communication to be delivered to ADR holders by the depositary bank, pursuant to the terms of the Deposit Agreement. Shareholders may be represented by proxies that have been granted within one year, representatives who may be shareholders, members of the Company’s management, lawyers, financial institutions, or investment fund managers representing the investors.

Individual Shareholder

Original or certified copy of a photo identification (ID, Alien Resident Card, driver’s license, officially recognized work card, or passport, in case of non-Brazilians); and

Original or certified copy of the power-of-attorney, if applicable, and a photo identification of the proxy.

Corporate Shareholder

Certified copy of the most recent consolidated bylaws or articles of incorporation and of the corporate action granting powers of

attorney (minutes of the meeting of election of the board members and/or power of attorney);

Original or certified copy of photo identification of the proxy or proxies; and;

Original or certified copy of the power of attorney, if applicable, and photo identification of the proxy.

Investment Funds

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;

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

In the event the representative or proxy is a legal entity, the same documents referred to in “Corporate Shareholder” must be presented to the Company.

The documents listed above must be sent to the Investor Relations Department until 2:00 p.m. of April 14th, 2014.

Availability of Documents and Information

In accordance with Ultrapar’s bylaws and with article 6 of CVM Instruction nr 481, of December 17th, 2009, the documents and information regarding the matters to be approved, as well as other relevant information and documents to the exercise of voting rights in the Meeting, were filed with the CVM by the IPE system and are available in CVM website (www.cvm.gov.br), in the Company's headquarters, in the BM&FBOVESPA website (www.bmfbovespa.com.br) and in the Company’s website (www.ultra.com.br), where the Manual of the Annual Shareholders’ Meeting is also available.

São Paulo, March 14th, 2014.

PAULO GUILHERME AGUIAR CUNHA

Chairman of the Board of Directors

PROCEDURES AND DEADLINES

The documents necessary for participation in the Meeting are specified in the Call Notice.

We clarify that in the case of non-Brazilian investment funds and shareholders, a sworn translation of the documents shall not be required if the documents are originally in English or Spanish.

Ultrapar, aiming to facilitate the representation of its shareholders at the Meeting (excluding holders of common shares in the form of ADRs), provides in the end of this Manual a power-of-attorney model, through which shareholders may appoint the lawyers thereby indicated to represent them at the Meeting, at no cost and strictly in accordance with the powers granted. To the extent shareholders (excluding holders of common shares in the form of ADRs) opt to be represented at the Meeting using the model provided by the Company, the power of attorney must include all the representatives listed in the power-of-attorney model.

The documents listed above must be sent to the Investor Relations Department, at Avenida Brigadeiro Luís Antônio, 1,343, 8th floor, CEP 01317-910, in the City and State of São Paulo, up to 2:00 p.m. of April 14, 2014.

VOTING RIGHTS IN THE MEETING

All shareholders of Ultrapar (including holders of common shares in the form of ADRs) may vote in all matters included in the agenda. Each common share entitles its holder to one vote in the Meeting’s resolutions.

MANAGEMENT PROPOSAL FOR MATTERS TO BE DISCUSSED IN THE ANNUAL GENERAL SHAREHOLDERS' MEETING

Dear Shareholders,

The Management of Ultrapar Participações S.A. (“Ultrapar” or “Company”) hereby presents to the Company´s shareholders the following Management Proposal, regarding the matters to be deliberated upon at the Company´s Annual General Shareholders’ Meeting (“Meeting”), to be held on April 16th, 2014, at 2:00 p.m.:

1) Analysis and approval of the Management’s Report, Management’s accounts and financial statements referring to the fiscal year ended on December 31st, 2013, together with the report from the Independent Auditors and the opinion from the Fiscal Council.

The Management’s Report and financial statements referring to the fiscal year ended on December 31st, 2013 were filed with CVM on February 19th, 2014, and published in wide-circulation newspapers on February 21st, 2014. The documents above (i) were approved by the Board of Directors at a meeting held on February 19th, 2014 and (ii) obtained a favorable opinion from the Company´s Fiscal Council. The financial statements were audited and received a report with unqualified opinion from the Company´s independent auditors, Deloitte Touche Tohmatsu. Such documents are available in Annex I of the current proposal. The Management discussion and analysis on the financial conditions of the Company, under the terms of item 10 of the Reference Form, are available in Annex II of the current proposal. We propose the approval of the documents mentioned above by the Company´s shareholders.

2) Destination of net earnings for the fiscal year ended on December 31st, 2013

Pursuant to item II of § 1 of art. 9 of CVM Instruction 481, and in the format of annex 9-1-II of the same instruction, we have made available information regarding the destination of net earnings from the fiscal year ended on December 31st, 2013 in Annex III of the current proposal. We propose the approval of the destination of net earnings according to Annex III and the financial statements of the Company.

3) Setting of the Management’s compensation

We propose the approval of the Company´s Management compensation proposal according to the terms presented in Annex IV of the current proposal. In order to provide the comprehension of the rationale of the presented proposal, we disclose additional information regarding the Management´s compensation policies and practices in Annex V of the current proposal, according to item 13 of the Reference Form.

4) Based on the request for installation of the Fiscal Council made by shareholders representing more than 2% (two percent) of the voting shares issued by the

Company, election of the members of the Fiscal Council and setting of their compensation

Considering that the Fiscal Council will be established by request of a shareholder representing more than 2% (two percent) of shares with voting rights issued by the Company, pursuant to article 161 of Law 6.404/76, § 2, we propose the election of the following candidates as members of the Company´s Fiscal Council, as well as their alternates.

As effective members of the Fiscal Council:

- Flavio Cesar Maia Luz

- Mario Probst

- José Reinaldo Magalhães

As alternate members of the Fiscal Council:

- Márcio Augustus Ribeiro

- Pedro Ozires Predeus

- Paulo Cesar Pascotini

Information regarding the professional experience of the candidates is available in Annex VI of the current proposal, according to items 12.6 to 12.10 of the Reference Form.

Additionally, we propose the approval of the compensation of the members of the Fiscal Council for their term of office according to the terms presented in Annex IV of the current proposal.

São Paulo, March 14th, 2014.

PAULO GUILHERME AGUIAR CUNHA

Chairman of the Board of Directors

ANNEX I – FINANCIAL STATEMENTS

Note: This Annex was previously filed on Ultrapar’s Form 6-K dated February 20th, 2014.

ANNEX II – ITEM 10 OF THE REFERENCE FORM (MD&A)

ANNEX II - ITEM 10 OF THE REFERENCE FORM (MD&A)

10. Management discussion

10.1 Management discussion & analysis:

Introduction

You should read this discussion together with our consolidated financial statements, filed with the CVM on February 19th, 2014, including the Notes thereto, and other financial information included elsewhere in this document.

From 2013 onwards, the adoption of IFRS 11 and IAS (International Accounting Standard) 19 Revised (“IAS 19 Revised”), changing the financial information previously reported by the Company for 2012 and 2011. All financial information hereby included is presented in accordance with IFRS, and reflects the changes resulting from the adoption of IFRS 11 and IAS 19 Revised. Therefore, figures in this document may differ from those previously reported. For further information, see “Item 10.4.a. Significant changes in accounting practices” and see Note 2.w.

General financial and equity conditions

Company overview

Ultrapar is a multi-business company with more than 75 years of history, with distinguished position in the markets in which it operates. Our five principal segments are:

· the LPG distribution business, conducted by Ultragaz;

· the fuels distribution business, conducted by Ipiranga;

· the chemical and petrochemical business, conducted by Oxiteno;

· storage for liquid bulk, conducted by Ultracargo; and

· retail pharmacy, conducted by Extrafarma (since February 2014).

Ultragaz distributes LPG to residential, commercial and industrial market segments. Ipiranga distributes gasoline, ethanol, diesel, NGV (natural gas for vehicles), fuel oil, kerosene and lubricants through a network of 6.7 thousand service stations and directly to large customers. Oxiteno produces ethylene oxide and its principal derivatives, and is also a major producer of specialty chemicals, particularly surfactants. It manufactures approximately 1,500 products used in various industrial sectors such as cosmetics, detergents, agrochemicals, packaging, textiles, paints and varnishes. Ultracargo is the largest provider of storage for liquid bulk in Brazil. Extrafarma operates in distribution and retail pharmacy sector, with 195 drugstores at the end of 2013, and is one of the leaders in its region.

The transaction with Extrafarma was closed on January 31st, 2014 with the approval of the association by the Extraordinary General Meetings of Ultrapar and Extrafarma. Extrafarma’s results did not affect Ultrapar’s 2013 results, and will be consolidated in Ultrapar's financial statements as from February 1st, 2014 onwards.

2013

The year of 2013 was marked by the continuity of a more challenging macroeconomic environment, with highlight to the maintenance of high inflation rates. In order to curb the rising inflation rates, the Brazilian government raised the economy’s base interest rate, from 7.25% at the end 2012 to 10.0% at the end of 2013. Despite that, GDP growth during 2013 was 2.3%, which, although modest, was above the growth recorded in 2012. Credit availability in the economy continued to grow, reaching a record level of 57% of the GDP in the fourth quarter of the year. The macroeconomic environment contributed for a strong appreciation of the dollar against the Real in 2013, with an average exchange rate of R$ 2.16/US$ in 2013, 10% higher than the exchange rate of R$ 1.95/US$ verified in 2012. Ultrapar achieved once more record levels of results in 2013, mainly due to the larger scale of operations, derived from investments and acquisitions made in previous years, associated to a sound financial position and result- and value creation-oriented culture. In 2013, Ultrapar’s net sales and services amounted to R$ 60.9 billion, EBITDA amounted to R$ 2,918.0 million and net earnings amounted to R$ 1,228.7 million. Net debt to EBITDA ratio in the end of 2013 was 1.2 – lower than the 1.3 ratio of the end of 2012 – reflecting the strong cash generation in the year. Ultrapar ended 2013 with total assets of R$ 16.4 billion and shareholders’ equity of R$ 6.5 billion.

2012

In 2012, the Brazilian economy presented a modest growth level. In order to foster the economic activity, the Brazilian government adopted counter-cyclical measures during the year, with an emphasis on the lowering of the base interest rate, which was reduced from 11.0% at the end of 2011 to 7.25% at the end of 2012, and on the reduction of federal taxes on the automotive sector. Despite the government measures, GDP growth during 2012 was 0.9%, below the 2.7% growth recorded in 2011. Even facing a more challenging macroeconomic environment, Ultrapar achieved record levels of results as of 2012, mainly due to the larger scale of operations, derived from investments and acquisitions made in the previous years, associated to a sound financial position and result- and value creation-oriented culture. In 2012, Ultrapar’s net sales and services amounted to R$ 53.9 billion, EBITDA amounted to R$ 2,411.4 million and net earnings amounted to R$ 1,026.8 million. Net debt to EBITDA ratio in the end of 2012 was 1.3 – lower than the 1.4 ratio of the end of 2011 – reflecting the strong cash generation in the year. Ultrapar ended 2012 with total assets of R$ 15.2 billion and shareholders’ equity of R$ 6.0 billion.

2011

In 2011, the Brazilian economy continued to grow, with highlights to historically low unemployment rates, good performance of retail sector and higher credit availability, which reached 49% of the GDP in the fourth quarter of the year. Nevertheless, the economy grew at decreasing rates throughout the year. The GDP grew by 2.7% in 2011, as compared with 7.5% in the same period of 2010, reflecting the international economic instability, particularly in Europe. Despite the unstable economic environment seen particularly in the second half of 2011, and a more moderate performance of the Brazilian economy, Ultrapar achieved record levels of results as of 2011, mainly due to the larger scale of operations, derived from investments made in the previous years, associated to a sound financial position and result- and value creation-oriented culture. In the year, Ultrapar’s net sales and services amounted to R$ 48.6 billion, EBITDA amounted to R$ 2,047.5 million and net earnings amounted to R$ 860.3 million. Net debt to EBITDA ratio in the end of 2012 was 1.4. Ultrapar ended 2011 with total assets of R$ 13.7 billion and shareholders’ equity of R$ 5.6 billion.

See “Item 10.2.c. Effect of inflation, changes in prices of main feedstocks and products, foreign exchange and interest rates on operating and financial results” for trend information.

Capital structure and possibility of redemption of shares

Capital structure

Ultrapar’s capital as of December 31st, 2013 amounted to R$ 3,696.8 million, composed by 544,383,996 common shares, without par value. On January 31st, the merger of shares (incorporação de ações) issued by Extrafarma by Ultrapar was approved at the Extraordinary Shareholders’ Meetings of both companies. As a consequence, 12,021,100¹ new ordinary, nominative book-entry shares with no par value were issued, totaling a capital stock of R$ 3,838,686,104.00 divided into 556,405,096 shares. In addition, the Company issued subscription warrants, that, if exercised, may lead to the additional issuance of up to 4,007,031 shares in the future.

2013

Ultrapar ended the fiscal year 2013 with a gross debt of R$ 6,969.6 million and cash of R$ 3,543.7 million, resulting in a net debt of R$ 3,425.9 million, an increase of 11% over 2012, mainly due to investments in expansion and dividends distributed in 2013. On December 31st, 2013, shareholders’ equity amounted to R$ 6,546.9 million, resulting in a net debt to shareholders’ equity ratio of 52%.

2012

Ultrapar ended the fiscal year 2012 with a gross debt of R$ 6,215.9 million and cash of R$ 3,131.8 million, resulting in a net debt of R$ 3,084.0 million, an increase of 7% over 2011, mainly due to investments in expansion, acquisitions and dividends distributed in 2012. On December 31st, 2012, shareholders’ equity amounted to R$ 6,006.1 million, resulting in a net debt to shareholders’ equity ratio of 51%.

2011

Ultrapar ended the fiscal year 2011 with a gross debt of R$ 5,542.1 million and a gross cash position of R$ 2,659.3 million, resulting in a net debt of R$ 2,882.8 million. On December 31st, 2011, shareholders’ equity amounted to R$ 5,566.7 million, resulting in a net debt to shareholders’ equity ratio of 52%.

(R$ million)	12/31/2013	% of shareholders’ equity	12/31/2012	% of shareholders’ equity	01/01/2012	% of shareholders’ equity

Gross debt	6,969.6	106%	6,215.9	103%	5,542.1	100%
Cash, cash equivalents and financial investments	3,543.7	54%	3,131.8	52%	2,659.3	48%
Net debt	3,425.9	52%	3,084.0	51%	2,882.8	52%

Hypothesis for the redemption of shares

There is no hypothesis for the redemption of shares issued by the Company, in addition to those legally provided.

¹ The price of issuance of the new shares was of R$ R$ 56.16583 per share, equivalent to a total amount of R$ 675,175,059.01, of which R$ 533,261,912.33 were allocated to capital reserve and R$ 141,913,146.68 to the Company’s capital. The amount of the capital reserve provided above may be adjusted as a result of the rules set forth in Technical Standard No. 15 (CPC 15 (R1)), of the Accounting Pronouncements Committee (Comitê de Pronunciamentos Técnicos), approved by CVM Resolution No. 665, dated as of August 4th, 2011.

ii.

Calculation for redemption value

Not applicable.

c. Capacity to meet our financial commitments

Our principal sources of liquidity derive from (i) cash, cash equivalents and financial investments, (ii) cash generated from operations and (iii) financings. We believe that these sources are sufficient to satisfy our current funding requirements, which include, but are not limited to, working capital, capital expenditures, amortization of debt and payment of dividends.

Periodically, we assess the opportunities for acquisitions and investments. We consider different types of investments, either directly or through joint ventures, or associated companies, and we finance such investments using cash generated from our operations, debt financing, through capital increases or through a combination of these methods.

We believe we have sufficient working capital to satisfy our current needs. In addition to the cash flow generated from our operations during the year, as of December 31st, 2013, we had R$ 3,425.2 million in cash, cash equivalents and short-term investments. The gross indebtedness due between January and December 2014 totals R$ 2,056.9 million, including estimated interests on loans. Furthermore, the investment plan for 2014 totals R$ 1,484.1 million.

We anticipate that we will spend approximately R$ 10.4 billion in the next five years to meet long-term contractual obligations, including the amortization and payment of interests, as well as the 2014 budgeted capital expenditures.

(R$ million)	2014-2018

Contractual obligations	1,916.1
Investment plan for 2014	1,484.1
Financing¹	6,014.8
Estimated interest payments on financing²	958.9
Hedging instruments³	38.9
Total	10,412.9

¹ Does not include currency and interest rate hedging instruments.

² Includes estimated interest payments on short-term and long-term loans. Information of our derivative instruments is not included. The fair value information of such derivatives is available in Note 22, filed with the CVM on February 19th, 2014. To calculate the estimated interest on loans certain macroeconomic assumptions were used, including, on average for the period, (i) CDI of 12.0% p.a., (ii) exchange rate of the real against the U.S. dollar of R$ 2.50 in 2014, R$ 2.72 in 2015, R$ 3.0 in 2016, R$ 3.29 in 2017 and R$ 3.57 in 2018 (iii) TJLP of 5.0% p.a. and (iv) IGP-M (General Market Price Index) of 6.4% p.a. in 2014 and 5.4% p.a. from 2015 to 2018.

³ The currency and interest rate hedging instruments were estimated based on projected U.S. dollar futures contracts and the futures curve of DI x Pre contract quoted on BM&FBOVESPA as

of December 30th, 2013, and on the futures curve of LIBOR (BBA - British Bankers Association)

on December 31st, 2013. In the table above, only the hedging instruments that are expected to be disbursed at the time of settlement were considered.

See “Item 10.1.f. Indebtedness level and debt profile”, “Item 10.8.b. Other off-balance sheet arrangements” and “Item 10.10.a.i. Quantitative and qualitative description of the investments in progress and the estimated investments” for further information.

We expect to meet these cash requirements through a combination of cash generated from operating activities and cash generated by financing activities, including new debt financing and the refinancing of some of our indebtedness.

d. Sources for financing working capital and investments in non-current assets

We generated cash flow from operations of R$ 2,120.7 million, R$ 2,443.7 million and R$ 1,673.7 million for 2013, 2012 and 2011, respectively. In 2013, our cash flow from operations was R$ 323.0 million lower than that in 2012, mainly due to higher investment in working capital, which increased by R$ 363.2 million in 2013, especially in inventories and trade payables. In 2012, our cash flow from operations increased by R$ 770.0 million compared to 2011, mainly as a result of the growth in our operations and lower investment in working capital, mainly due to the reduction in inventory.

Cash flow of investing activities used an amount of R$ 1,287.9 million, R$ 1,565.0 million and R$ 1,445.2 million in 2013, 2012 and 2011, respectively. In 2013, Ultrapar continued its strategy of value creation and investments to increase operating scale and productivity gains in its businesses. In 2013, 2012 and 2011, we invested R$ 1,101.5 million, R$ 1,282.7 million and R$ 961.2 million in additions to fixed and intangible assets, net of disposals. In 2012, Ultrapar, through its subsidiary Oxiteno S.A., acquired 100% of the shares of American Chemical for R$ 107.4 million, in addition to the assumption of R$ 32.7 million in net debt. Also in 2012, Ultrapar, through its subsidiary Tequimar, acquired 100% of the shares of Temmar, in the port of Itaqui, for R$ 68.2 million, including the assumption of R$ 91.2 million in net debt. Tequimar will disburse a minimum extra value of R$ 12 million, which may reach approximately R$ 30 million as a result of possible future expansions in the storage capacity of the terminal, provided that such expansions are implemented within the 7–year period after the acquisition, an amount that will be restated by the General Index of Market Prices (“IGP-M”). In 2011, Ultrapar acquired, through its controlled company Companhia Ultragaz S.A., 100% of Repsol’s shares for the total amount of R$ 49.8 million, and disbursed R$ 26.6 million related to the final payment of the DNP acquisition.

Cash flows used by financing activities totaled R$ 578.9 million, R$ 622.7 million and R$ 1,093.7 million for 2013, 2012 and 2011, respectively. In 2013, cash flows from financing activities increased by R$ 43.8 million compared to 2012. In 2012, cash flows from financing activities increased by R$ 471.1 million, mainly as a result of the issuance of debentures, in March and November 2012, in order to strengthen the Company’s cash and extend its debt profile, partially offset by increased amortization of financing and debentures. In 2011, the decrease in cash flows from financing activities reflected the higher raising of new loans in 2010. Accordingly, cash and cash equivalents totaled R$ 2,276.1 million in 2013, R$ 2,021.1 million in 2012 and R$ 1,765.5 million in 2011.

e. Sources for financing working capital and investments in non-current assets to be used to in case of deficiencies in liquidity

In 2013, 2012 and 2011, we did not present deficiencies in liquidity. We believe that Ultrapar has own resources and operational cash generation sufficient to finance its needs for working capital and investments estimated for 2014.

f. Indebtedness level and debt profile

Our total indebtness, considering all current liabilities and non-current liabilities, grew by 6%, from R$ 9,243.5 million as of December 31st, 2012 to R$ 9,831.7 million as of December 31st, 2013.

Our gross financial debt increased by 12% during the year ended on December 31st, 2013, from R$ 6,215.9 million as of December 31st, 2012 to R$ 6,969.6 million as of December 31st, 2013. Our short term financial debt as of December 31st, 2013 and 2012 was equivalent to 26% of our gross debt for both periods.

The table below shows our financial indebtedness for each period:

Loans	Currency	Weighted average financial charges as of December 31st, 2012	Principal amount of outstanding and accrued interest through
			12/31/2013	12/31/2012	01/01/2012

Foreign currency – denominated loans:
Notes in the foreign market	US$	7.3%	584.5	508.9	466.2
Foreign loan	US$	LIBOR(1) + 0.8%	187.3	159.6	—
Foreign loan	US$	LIBOR(1) + 1.0%	140.3	122.2	111.9
Advances on foreign exchange contracts	US$	1.4%	136.8	114.8	125.8
Financial institutions	US$	2.1%	95.8	84.0	—
Financial institutions	US$	LIBOR(1) + 2.0%	46.7	40.6	—
BNDES	US$	5.6%	46.6	59.3	72.9
Financial institutions	MX$(3)	TIIE(3) + 1.2%	31.2	25.3	28.5
Foreign currency advances delivered	US$	1.2%	25.5	52.7	45.7
Financial institutions	Bs(2)	—	—	30.2	21.8
FINIMP	US$	—	—	—	0.9
Brazilian Reais – denominated loans:
Banco do Brasil – floating rate	R$	103.3% do CDI	2,402.6	668.9	213.1
Banco do Brasil – fixed rate	R$	12.1%	905.9	1,948.1	2,208.1
Debentures - 4th issuance	R$	108.3% do CDI	852.5	845.9	—
BNDES	R$	TJLP(4) + 2.5%	633.8	677.8	890.9
Debentures - 1st public issuance IPP	R$	107.9% do CDI	606.9	602.3	—
Banco do Nordeste do Brasil	R$	8.5%(6)	104.1	118.8	86.1
BNDES	R$	5.3%	47.4	49.2	57.2
Finance leases	R$	IGP-M(5) + 5.6%	44.3	42.4	42.4
FINEP	R$	4.0%	38.8	30.8	10.9
Export Credit Note	R$	8.0%	25.0	—	—
FINEP	R$	TJLP(4) + 0.0%	6.7	23.5	45.6
Fixed finance leases	R$	14.0%	0.1	0.5	1.3
FINAME	R$	—	—	0.5	2.1
Debentures – 3th issuance	R$	—	—	—	1,002.5
Loans - Maxfácil	R$	—	—	—	86.4
Total loans			6,963.1	6,206.2	5,520.0
Currency and interest rate hedging instruments			6.6	9.7	22.1
Total			6,969.6	6,215.9	5,542.1

(1) LIBOR – London Interbank Offered Rate.

(2) Bs – Venezuelan Bolívar Forte.

(3) MX$ - Mexican peso; TIIE - Mexican interbank balance interest rate.

(4) TJLP (Long-Term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of BNDES. On December 31st, 2013, TJLP was fixed at 5.0% p.a.

(5) IGP-M = General Index of Market Prices of Brazilian inflation, calculated by the Getulio Vargas Foundation.

(6) Contract linked to the rate of FNE (Northeast Constitutional Financing Fund) fund whose purpose is to foster the development of the industrial sector, administered by Banco do Nordeste. On December 31st, 2013, the FNE interest was 10% p.a. FNE grants a discount of 15% over the interest rate for timely payments.

Our consolidated debt as of December 31st, 2013 had the following maturity schedule:

Year	Maturities
	(R$ million)
2014	1,830.0
2015	2,831.8
2016	493.4
2017	797.6
2018	68.6
2019 thereafter	948.2
Total	6,969.6

See “Item 10.1.c. Capacity to meet our financial commitments”.

Relevant loan and financing contracts

Notes in the foreign market

In December 2005, the subsidiary LPG International issued US$ 250 million in notes in the foreign market, maturing in December 2015, with interest rate of 7.3% p.a., paid semiannually. The issuance price was 98.7% of the note’s face value, which represented a total yield for investors of 7.4% p.a. upon issuance. The notes were guaranteed by Ultrapar and Oxiteno S.A.

Foreign loans

In November 2012 the subsidiary IPP contracted a foreign loan in the amount of US$ 80 million, with maturity in November 2015 and interest rate equivalent to LIBOR + 0.8% p.a., paid quarterly. IPP also contracted hedging instruments for floating interest rate in U.S. dollar and exchange rate variation, changing the foreign loan charge to 104.1% of CDI (see Note 22). The foreign loan is secured by Ultrapar.

The subsidiary Oxiteno Overseas has a foreign loan in the amount of US$ 60 million with maturity in June 2014 and interest of LIBOR + 1.0% p.a., paid semiannually. Ultrapar, through its subsidiary Cia. Ultragaz, contracted hedging instruments with floating interest rate in dollar and exchange rate variation, changing the foreign loan charge to 86.9% of CDI (see Note 22). The foreign loan is guaranteed by Ultrapar and its subsidiary Oxiteno S.A.

Debentures

In December 2012, the subsidiary IPP made its first public issuance of debentures in single series of 60,000 simple, nonconvertible into shares, unsecured, nominative and registered debentures, and its main characteristics are as follows:

Face value unit:	R$ 10,000.00

Final maturity:	November 16th, 2017

Payment of the face value:	Lump sum at final maturity

Interest:	107.9% of CDI

Payment of interest:	Semiannually

Reprice:	Not applicable

The proceeds of the issuance were used to manage liquidity of the issuer, in order to strengthen its cash and extend its debt profile, providing greater financial flexibility.

In March 2012, Ultrapar carried out its fourth issuance of debentures, in a single series of 800 simple, nonconvertible into shares, unsecured debentures, and its main characteristics are as follows:

Face value unit:	R$ 1,000,000.00

Final maturity:	March 16th, 2015

Payment of the face value:	Lump sum at final maturity

Interest:	108.3% of CDI

Payment of interest:	Annually

Reprice:	Not applicable

The proceeds of the issuance were used for the partial early redemption of 800 debentures, in March 2012, of Ultrapar’s third issuance of debentures.

Financial institutions

The subsidiaries Oxiteno Mexico S.A. de C.V., Oxiteno Andina, Oxiteno USA LLC and Oxiteno Uruguay have loans to finance investments and working capital.

Loans with Banco do Brasil

The subsidiary IPP has fixed and floating loans from Banco do Brasil to finance the marketing, processing or manufacture of agricultural goods (ethanol). IPP contracted interest rate hedging instruments, thus converting the fixed charges for the fixed loans into an average 99.3% of CDI (see Note 22). IPP designates these instruments of protection as a fair value hedge; therefore, loans and hedging instruments are both stated at fair value from inception. Changes in fair value are recognized in profit or loss.

These loans mature, as follows (include interest until December 31st, 2013):

Maturity	Balance in 2013
	(in millions of Reais)
January, 2014	410.2
March, 2014	252.7
April, 2014	64.4
May, 2014	451.9
February, 2015	368.5
May, 2015	670.0
February, 2016	166.7
May, 2016	100.0
May, 2019	824.2
Total	3,308.5

During the first semester of 2013, IPP renegotiated loans with original maturities in this period, with principal amounts of (i) R$ 500 million, changing the maturity to February 2015 and February 2016 and (ii) R$ 300 million, changing the maturity to May 2015 and May 2016, both with floating interest rate of 104.3% of CDI.

In the second quarter of 2013, IPP contracted an additional loan in the notional amount of R$ 800 million, maturing in May 2019 and floating interest rate of 104.0% of CDI.

Export credit note

In March 2013, the subsidiary Oxiteno Nordeste contracted an export credit note in the amount of R$ 17.5 million, with maturity in March 2016 and fixed interest rate of 8% p.a., paid quarterly.

In August 2013, the subsidiary Oxiteno Nordeste contracted an export credit note in the amount of R$ 10.0 million, with maturity in August 2016 and fixed interest rate of 8% p.a., paid quarterly.

Oxiteno Nordeste contracted interest hedging instruments, thus converting the fixed rates for these loans into 88.8% of CDI (see Note 22). Oxiteno Nordeste designated these hedging instruments as a fair value hedge; therefore, loans and hedging instruments are both measured at fair value from inception. Changes in fair value are recognized in profit or loss.

ii. Other long term relations with financial institutions

In addition to the relationships mentioned in items 10.1.f.i. Relevant loan and financing contracts and 10.1.g. Limits of use of contracted loans and financing, Ultrapar maintains long term relationships with financial institutions (i) in connection with the ordinary course of the business, such as the payroll of its employees, credit and collection, payments and currency and interest rate hedging instruments and (ii) through a long-term contract between Ipiranga and Itaú Unibanco for the provision of financial services and management of the Ipiranga-branded credit cards.

iii. Subordination of debt

Our secured debt as of December 31st, 2013, amounted to R$ 40.7 million. Except for the secured debt, there is no subordination among our existing debt.

iv. Any restrictions imposed on the issuer, especially related to indebtedness limits and the hiring of new debt, to dividend distribution, to the sale of assets, to the issuing of new securities and to change of control

Ultrapar and its subsidiaries have some covenants required by loans contracted. The restrictions imposed on Ultrapar and its subsidiaries are those usual for transactions of this nature and have not limited their ability to conduct their business to date.

As a result of the issuance of notes in the foreign market, certain obligations must be maintained by Ultrapar:

Limitation on transactions with shareholders that hold 5% or more of any class of stock of Ultrapar, except upon fair and reasonable terms no less favorable than could be obtained in a comparable arm’s-length transaction with a third party;

Required board approval for transactions with shareholders that hold 5% or more of any class of stock of Ultrapar, or with their subsidiaries, in an amount higher than US$ 15 million (except transactions of Ultrapar with its subsidiaries and between its subsidiaries);

Restriction on sale of all or substantially all assets of Ultrapar and subsidiaries LPG International and Oxiteno S.A.;

Restriction on encumbrance of assets exceeding US$ 150 million or 15% of the consolidated tangible assets.

As a result of foreign loans, some obligations mentioned above must also be maintained by the Company and its subsidiaries. Additionally, during the effectiveness of these contracts, the Company shall maintain the following financial ratios, calculated based on its audited consolidated financial statements:

Maintenance of a financial ratio, determined by the ratio between consolidated net debt and consolidated Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), at less than or equal to 3.5; and

Maintenance of a financial ratio determined by the ratio between consolidated EBITDA and consolidated net financial expenses, higher than or equal to 1.5.

As a result of BNDES financing contracts, during the effectiveness of these agreements, Ultrapar must keep the following capitalization and current liquidity levels, as verified in annual consolidated audited balance sheet:

capitalization level: shareholders’ equity / total assets equal to or above 0.30; and

current liquidity level: current assets / current liabilities equal to or above 1.3.

g. Limits of use of contracted loans and financings

The Company has certain financing contracts with BNDES whose amount was only partially received.

As of December 31st, 2013, the total value of such contracts amounted to R$791 million, of which 31% had already been received.

h. Main changes in each item of the financial statements

Ultrapar – Consolidated


(R$ million)	Information as of			Variation %
	12/31/2013	12/31/2012	01/01/2012	12/31/2013 vs. 12/31/2012	12/31/2012 vs. 01/01/2012

ASSETS
Cash, cash equivalents and financial investments	3,425.2	2,982.3	2,584.9	15%	15%
Trade accounts receivable	2,321.5	2,306.5	2,023.4	1%	14%
Inventories	1,592.5	1,290.7	1,303.5	23%	-1%
Recoverable taxes	480.0	478.0	466.5	0%	2%
Other	84.7	75.6	60.2	12%	26%
Total Current Assets	7,903.9	7,133.0	6,438.4	11%	11%

Investments	58.9	43.7	136.2	35%	-68%
Property, plant and equipment and intangibles assets	7,029.0	6,632.3	5,790.1	6%	15%
Financial investments	118.5	149.5	74.4	-21%	101%
Trade accounts receivable	124.5	137.4	117.7	-9%	17%
Deferred income tax	376.1	469.3	511.0	-20%	-8%
Escrow deposits	614.9	533.7	469.2	15%	14%
Other	152.7	150.6	160.7	1%	-6%
Total Non-Current Assets	8,474.6	8,116.5	7,259.3	4%	12%

TOTAL ASSETS	16,378.5	15,249.6	13,697.7	7%	11%

LIABILITIES
Loans, debentures and finance leases	1,830.0	1,628.0	2,305.0	12%	-29%
Trade payables	968.9	1,297.7	1,066.8	-25%	22%
Salaries and related charges	297.7	252.5	267.2	18%	-5%
Taxes payable	230.2	182.9	145.4	26%	26%
Other	437.7	360.1	298.8	22%	21%
Total Current Liabilities	3,764.5	3,721.3	4,083.2	1%	-9%

Loans, debentures and finance leases	5,139.6	4,587.9	3,237.1	12%	42%
Provision for tax, civil and labor risks	569.7	551.0	512.2	3%	8%
Post-employment benefits	99.4	118.5	97.5	-16%	22%
Other	258.4	264.9	201.0	-2%	32%
Total Non-Current Liabilities	6,067.2	5,522.2	4,047.8	10%	36%

TOTAL LIABILITIES	9,831.7	9,243.5	8,131.0	6%	14%

SHAREHOLDERS' EQUITY
Capital	3,696.8	3,696.8	3,696.8	0%	0%
Reserves	2,733.0	2,251.5	1,848.6	21%	22%
Treasury shares	(114.9)	(114.9)	(118.2)	0%	-3%
Others	205.1	147.2	113.4	39%	30%
Non-controlling interest	26.9	25.5	26.2	6%	-3%
TOTAL SHAREHOLDERS' EQUITY	6,546.9	6,006.1	5,566.7	9%	8%

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	16,378.5	15,249.6	13,697.7	7%	11%

Main changes in the consolidated balance sheet accounts on December 31st, 2013 compared with December 31st, 2012

Assets

Current assets

Current assets amounted to R$ 7,903.9 million on December 31st, 2013, a R$ 770.9 million increase over the current assets on December 31st, 2012, mainly as a result of the increases in cash and financial investments and in inventories.

Cash and financial investments

Cash and financial investments amounted to R$ 3,425.2 million on December 31st, 2013, a R$ 442.9 million increase over December 31st, 2012, mainly as a result of the increased cash flow generated from our operations and debt financing raised in the period, partially offset mainly by the organic investments made in 2013 and the increased payment of dividends.

Inventories

Inventories amounted to R$ 1,592.5 million on December 31st, 2013, a R$ 301.8 million increase compared with December 31st, 2012, mainly as a result of increases in diesel, gasoline and ethanol costs during the year.

Non-current assets

Non-current assets amounted to R$ 8,474.6 million on December 31st, 2013, a R$ 358.1 million increase compared with December 31st, 2012, mainly as a result of the increase in property, plant and equipment and intangible assets.

Property, plant and equipment and intangible assets

Property, plant and equipment and intangible assets amounted to R$ 7,029.0 million on December 31st, 2013, a R$ 369.7 million increase compared with December 31st, 2012, as a result of the higher level of organic investments made in 2013, partially offset by depreciation and amortization in the period.

Liabilities

Current liabilities

Current liabilities amounted to R$ 3,764.5 million on December 31st, 2013, a R$ 43.2 million reduction compared with December 31st, 2012, as a result of an increase in short-term loans, debentures and finance lease, partially offset by a reduction in trade payables.

Loans, debentures and finance leases

Loans, debentures and finance lease amounted to R$ 1,830.0 million on December 31st, 2013, a R$ 202.0 million increase compared with December 31st, 2012, mainly as a result of the transfer of the amount due in 2014 from non-current liabilities to current liabilities, partially offset by the extension of the Ultrapar’s debt profile, which remained stable. See “Non-current liabilities – Loans, debentures and finance leases”.

Trade payables

Trade payables amounted to R$ 968.9 million on December 31st, 2013, a R$ 328.8 million increase over December 31st, 2012, concentrated in Ipiranga’s trade payables, as a result of the reduction of the term of payment to Petrobras.

Non-current liabilities

Non-current liabilities amounted to R$ 6,067.2 million on December 31st, 2013, increase of R$ 544.9 million over December 31st, 2012, mainly as result of the increase in loans, debentures and finance leases.

Loans, debentures and finance leases

Loans, debentures and finance leases amounted to R$ 5,139.6 million on December 31st, 2013, a R$ 551.7 million increase compared with December 31st, 2012, mainly as a result of new debt raised, with the maintenance of Ultrapar’s debt profile.

Shareholders' Equity

Ultrapar’s shareholders' equity amounted to R$ 6, 546.9 million on December 31st, 2013, a R$ 540.8 million increase compared with December 31st, 2012, as a result of an increase in profit reserves, due to the net earnings of 2013.

Main changes in the consolidated balance sheet accounts on December 31st, 2012 compared with January 1st, 2012

Assets

Current assets

Current assets amounted to R$ 7,133.0 million on December 31st, 2012, a R$ 694.6 million increase over the current assets on January 31st, 2012, mainly as a result of the increases in cash and financial investments and trade accounts receivable.

Cash and financial investments

Cash, cash equivalents and financial investments amounted to R$ 2,982.3 million on December 31st, 2012, a R$ 397.4 million increase over January 31st, 2012, mainly as a result of the increased cash flow generated from our operations and debt financing raised in the period, partially offset by the investments made during the year, the increased payment of dividends and the amortization of financings.

Trade accounts receivable

Trade accounts receivable amounted to R$ 2,306.5 million on December 31st, 2012, a R$ 283.1 million increase compared with January 31st, 2012, mainly as a result of increased sales in the period.

Non-current assets

Non-current assets amounted to R$ 8,116.5 million on December 31st, 2012, a R$ 857.2 million increase compared with January 31st, 2012.

Property, plant and equipment and intangible assets

Property, plant and equipment and intangible assets amounted to R$ 6,632.3 million on December 31st, 2012, an R$ 842.3 million increase compared with January 31st, 2012, mainly as a result of the higher level of organic investments made in 2012.

Escrow deposits

Escrow deposits amounted to R$ 533.7 million on December 31st, 2012, a R$ 64.5 million increase compared with January 31st, 2012, as a consequence of new escrow deposits and inflation adjustment over the existing ones.

Liabilities

Current liabilities

Current liabilities amounted to R$ 3,721.3 million on December 31st, 2012, a R$ 361.9 million reduction compared with January 31st, 2012, as a result of a reduction in short-term loans, debentures and finance lease, partially offset by an increase in trade payables.

Loans, debentures and finance leases

Loans, debentures and finance leases amounted to R$ 1,628.0 million on December 31st, 2012, a R$ 677.0 million decrease compared with January 31st, 2012, mainly as a result of the extension of Ultrapar’s debt profile. See “Non-current liabilities – Loans, debentures and finance leases”.

Trade payables

Trade payables amounted to R$ 1,297.7 million on December 31st, 2012, a R$ 230.9 million increase over January 31st, 2012, mainly as result of the increase of R$ 210.0 million in Ipiranga’s trade payables, due to the growth of its operations and increases in diesel purchase costs.

Non-current liabilities

Non-current liabilities amounted to R$ 5,522.2 million on December 31st, 2012, increase of R$ 1,474.4 million over January 31st, 2012, mainly as result of the increase in loans, debentures and finance leases.

Loans, debentures and finance leases

Loans, debentures and finance leases amounted to R$ 4,587.9 million on December 31st, 2012, a R$ 1,350.8 million increase compared with January 31st, 2012, mainly as a result of the issuance of debentures, with 3- and 5-year terms, and the extension of the Company’s debt profile.

Shareholders' Equity

Ultrapar’s shareholders' equity amounted to R$ 6,006.1 million on December 31st, 2012, a R$ 439.4 million increase compared with January 31st, 2012, as a result of an increase in profit reserves, due to the net earnings of 2012.

Main changes in the consolidated income statement

Main changes in the consolidated income statement for the year ended December 31st, 2013 compared with the year ended December 31st, 2012

(R$ million)	Year ending December 31st	% of net sales and services	Year ending December 31st	% of net sales and services	Percent change 2013-2012
	2013		2012

Net revenue from sales and services	60,940.2	100%	53,868.9	100%	13%
Cost of products and services sold	(56,165.4)	92%	(49,768.1)	92%	13%

Gross profit	4,774.9	8%	4,100.8	8%	16%
Selling, marketing, general and administrative expenses	(2,768.7)	5%	(2,470.7)	5%	12%
Other operating income, net	97.6	0%	74.1	0%	32%
Income from disposal of assets	40.3	0%	3.7	0%	1002%

Operating income	2,144.0	4%	1,707.9	3%	26%
Financial results	(337.6)	1%	(270.3)	1%	25%
Income and social contribution taxes	(5.0)	0%	10.5	0%	-148%
Equity in earnings (losses) of affiliates	(572.7)	1%	(421.3)	1%	36%

Net income	1,228.7	2%	1,026.8	2%	20%
Net income attributable to:
Shareholders of Ultrapar	1,225.1	2%	1,019.9	2%	20%
Non-controlling shareholders of the subsidiaries	3.6	0%	6.9	0%	-48%

EBITDA	2,918.0	5%	2,411.4	4%	21%
Depreciation and amortization	778.9	1%	693.1	1%	12%

Overview on sales volume

	2013	2012	Percent change 2013-2012

Ipiranga (000 m3)	24,758	23,364	6%
Oxiteno (000 tons)	776	761	2%
Ultracargo (000 m3)	696	614	13%
Ultragaz (000 tons)	1,696	1,681	1%

Ipiranga’s sales volume in 2013 grew by 6% over 2012, totaling 24,758 thousand cubic meters. Sales volume of gasoline, ethanol and natural gas for vehicles increased by 9% in relation to 2012, as a result of an estimated 7% growth of the light vehicles fleet and strong investments in new service stations and in the conversion of unbranded service stations. Diesel volumes, in turn, grew by 4% as a result of the 7% growth in the volume sold in the reseller segment, derived from investments made in expanding the service station network and, to a lesser extent, the growth of the economy. At Oxiteno, sales volume of specialty chemicals reached 687 thousand tons in 2013, up 8% compared with the previous year, mainly due to (i) investments to expand production capacity over the last years (ii) the growth of the segments served by Oxiteno in Brazil, in particular cosmetics, detergents, agrochemicals and coatings, and (iii) the acquisition of the specialty chemicals plant in Uruguay. Oxiteno’s total volume sold increased by 2% in 2013, with the strong growth of specialties partly offset by lower sales of glycols in the second half of 2013, leading to a richer sales mix. Ultracargo’s average storage grew by 13% compared with 2012, driven by the acquisition of a terminal in the port of Itaqui, in August 2012, and by the increased product handling at the Suape, Aratu and Santos terminals, which was enabled by the investments carried out over the last years. Ultragaz’s sales volume reached 1,696 thousand tons in 2013, up 1% over 2012, due to the 3% growth in the bulk segment, as a consequence of investments made to capture new customers, especially in the residential segment and in small- and medium-sized companies.

Net revenue from sales and services

(R$ million)	2013	2012	Percent change 2013-2012

Ipiranga	53,384.1	46,829.4	14%
Oxiteno	3,277.8	2,928.8	12%
Ultracargo	332.1	293.6	13%
Ultragaz	3,982.3	3,847.1	4%

Ultrapar’s net revenue from sales and services amounted to R$ 60,940 million in 2013, a 13% growth over 2012. In the same comparison, Ipiranga’s net revenue increased by 14%, mainly due to (i) increased sales volume, (ii) the rise in diesel, gasoline and ethanol costs, and (iii) improved sales mix, resulting from investments in the service station network expansion, which enabled a higher share of fuels for light vehicles and diesel sold through the reseller segment (sales in service stations). Oxiteno reported a 12% growth in net revenue, as a result of the 10% weaker Real and the 2% growth of sales volume. Ultracargo’s net revenue totaled R$ 332.1 million, up 13% over 2012, mainly due to the increased average storage. Ultragaz’s net revenue amounted to R$ 3,982.3 million in 2013, up 4% over 2012, mainly as a result of increased sales volume in the bulk segment.

Cost of products and services sold

(R$ million)	2013	2012	Percent change 2013-2012

Ipiranga	50,190.2	44,055.2	14%
Oxiteno	2,479.5	2,312.4	7%
Ultracargo	133.8	117.4	14%
Ultragaz	3,398.2	3,313.3	3%

Ultrapar’s cost of products and services sold amounted to R$ 56,165 million in 2013, growth of 13% over 2012. Ipiranga’s cost of products sold increased by 14% over 2012, mainly due to the growth in sales volume and the cost increases by Petrobras (i) in diesel, in January, March and November 2013, and (ii) in gasoline, in January 2013. Oxiteno’s cost of products sold presented a 7% increase over 2012 mainly due to the effect of the 10% weaker Real on variable costs and the 2% growth in sales volume, effects partially offset by a 5% reduction in unit variable costs in dollars. Ultracargo’s cost of services presented a 14% increase over 2012 as a result of increased average storage and increased depreciation, as a consequence of the capacity expansions and the acquisition of the terminal in Itaqui in August 2012. Ultragaz’s cost of products sold increased by 3% over 2012, as a result of increased sales volume, the effects of inflation on costs, and increased requalification of LPG bottles, partially offset by cost reduction initiatives implemented over the year.

Gross profit

Ultrapar reported gross profit of R$ 4,774.9 million in 2013, a 16% growth over 2012, as a consequence of the growth in the gross profit of all businesses.

Selling, marketing, general and administrative expenses

(R$ million)	2013	2012	Percent change 2013-2012

Ipiranga	1,759.5	1,613.3	9%
Oxiteno	486.9	387.0	26%
Ultracargo	94.5	74.6	27%
Ultragaz	432.4	409.6	6%

Ultrapar’s selling, marketing, general and administrative expenses amounted to R$ 2,768.7 million in 2013, up 12% over 2012. Ipiranga's selling, marketing, general and administrative expenses presented a 9% increase over 2012, mainly resulting from (i) increased sales volume and increased unit expenses with freight, derived from the rise in diesel costs and inflation (ii) the expansion of the distribution network, and (iii) the effects of inflation on personnel expenses. Oxiteno’s selling, marketing, general and administrative expenses grew by 26% over 2012, due to (i) increased logistics expenses, resulting from the rise in diesel costs and the effect of the weaker Real, (ii) the startup of the company’s operations in Uruguay and in the United States, (iii) an increase in variable compensation, in line with earnings progression, and (iv) the effects of inflation on expenses. Ultracargo’s selling, marketing, general and administrative expenses were up 27% compared to 2012, mainly as a result of the acquisition of the terminal in Itaqui, increased expenses with projects and the effects of inflation on expenses. Ultragaz’s selling, marketing, general and administrative expenses grew by 6% over 2012, mainly due to the effects of inflation on personnel expenses and freight, partially offset by expense reduction initiatives implemented over the year.

Depreciation and amortization

Total depreciation and amortization costs and expenses in 2013 amounted to R$ 778.9 million, up R$ 85.9 million or 12% over 2012, due to increased investments and the acquisitions in the port of Itaqui, by Ultracargo, and in Uruguay, by Oxiteno.

Income from disposal of assets

Ultrapar reported in 2013 an income from disposal of assets in the total amount of R$ 40.3 million, R$ 36.6 million above that of 2012, mainly due to sale of part of a logistics facility of Ipiranga.

Operating profit

Ultrapar presented operating profit of R$ 2,144.0 million in 2013, up 26% up over 2012, as a result of the growth of operating profit of all businesses. Ipiranga’s operating profit totaled R$ 1,574.7 million, up 26% over 2012. Oxiteno’s operating profit totaled R$ 308.6 million, up 35% over 2012. Ultracargo’s operating profit totaled R$ 108.9 million, up 3% from 2012. Ultragaz’s operating profit totaled R$ 147.0 million, up 29% from 2012.

Financial result

Ultrapar reported net financial expenses of R$ 337.6 million in 2013, R$ 67.3 million above that of 2012, mainly due to the increased average net debt and effects of the exchange rate over the year.

Net income

Ultrapar’s consolidated net income in 2013 reached R$ 1,228.7 million, 20% higher than that of 2012, mainly as a result of the growth in EBITDA between the periods.

EBITDA

(R$ million)	2013	2012	Percent change 2013-2012

Ipiranga	2,029.6	1,652.6	23%
Oxiteno	440.6	351.8	25%
Ultracargo	157.5	142.7	10%
Ultragaz	280.5	245.7	14%

Ultrapar’s consolidated EBITDA reached R$ 2,918.0 million in 2013, a 21% growth over 2012. Ipiranga reported an EBITDA of R$ 2,029.6 million in 2013, up 23% from 2012, mainly due to (i) investments in the resellers’ network expansion resulting in increased sales volume in the reseller segment (sales in service stations), (ii) the strategy of constant innovation in services and convenience in the service station, (iii) initiatives for reducing the grey market in the ethanol segment, and (iv) the inventory effects resulting from the evolution of ethanol, diesel and gasoline costs, partially offset by higher expenses, mainly with freight. Oxiteno’s EBITDA totaled R$ 440.6 million, a growth of 25% over 2012, as a result of (i) the effect of the 10% weaker Real, (ii) a richer sales mix in 2013, with increased share of specialty chemicals, and (iii) the 2% growth in sales volume, partially offset by expenses related to the startup of the company's operations in the United States and in Uruguay. Ultracargo reached an EBITDA of R$ 157.5 million in 2013, an increase of 10% over 2012, mainly due to the acquisition of the terminal in Itaqui and higher average storage. Ultragaz’s EBITDA amounted to R$ 280.5 million, 14% higher than that of 2012, mainly due to the costs and expenses reduction initiatives implemented over the year.

Main changes in the consolidated income statement for the year ended December 31st, 2012 compared with the year ended December 31st, 2011

(R$ million)	Year ending December 31st	% of net sales and services	Year ending December 31st	% of net sales and services	Percent change 2012-2011
	2012		2011

Net revenue from sales and services	53,868.9	100%	48,628.7	100%	11%
Cost of products and services sold	(49,768.1)	92%	(45,124.3)	93%	10%

Gross profit	4,100.8	8%	3,504.4	7%	17%
Selling, marketing, general and administrative expenses	(2,470.7)	5%	(2,122.3)	4%	16%
Other operating income, net	74.1	0%	52.2	0%	42%
Income from disposal of assets	3.7	0%	21.4	0%	-83%

Operating income	1,707.9	3%	1,455.7	3%	17%
Financial results	(270.3)	1%	(307.6)	1%	-12%
Income and social contribution taxes	10.5	0%	13.9	0%	-24%
Equity in earnings (losses) of affiliates	(421.3)	1%	(301.7)	1%	40%

Net income	1,026.8	2%	860.3	2%	19%
Net income attributable to:
Shareholders of Ultrapar	1,019.9	2%	854.3	2%	19%
Non-controlling shareholders of the subsidiaries	6.9	0%	6.0	0%	14%

EBITDA	2,411.4	4%	2,047.5	4%	18%
Depreciation and amortization	693.1	1%	578.0	1%	20%

Overview on sales volume

	2012	2011	Percent change 2012-2011

Ipiranga (000 m3)	23,364	21,701	8%
Oxiteno (000 tons)	761	660	15%
Ultracargo (000 m3)	614	582	5%
Ultragaz (000 tons)	1,681	1,652	2%

Ipiranga’s sales volume in 2012 grew by 8% over 2011, totaling 23,364 thousand cubic meters. Sales volume of gasoline, ethanol and natural gas for vehicles increased by 10%, as a result of an estimated 8% growth of the light vehicles fleet and investments made to expand Ipiranga network. Diesel volumes, in turn, grew by 7% as a result of investments made to capture new clients and, to a lesser extent, the growth of the Brazilian economy, particularly the agricultural sector. At Oxiteno, sales volume totaled 761 thousand tons in 2012, up 15% compared with 2011, mainly due to (i) investments to expand production capacity, completed in September 2011, (ii) the growth of segments served by Oxiteno in Brazil, in particular cosmetics and detergents, agrochemicals and coatings, and (iii) the increased volume of exports. Ultracargo’s average storage grew by 5% compared with 2011, mainly due to the acquisition of Temmar, a terminal in the port of Itaqui, in August 2012 and by higher volumes of ethanol handled at the Santos terminal. Ultragaz’s sales volume reached 1,681 thousand tons in 2012, up 2% over 2011, as a consequence of the 6% growth in the bulk segment, resulting from the acquisition of Repsol in October 2011, which exclusively operated in this segment, and the investments to capture new clients.

Net revenue from sales and services

(R$ million)	2012	2011	Percent change 2012-2011

Ipiranga	46,829.4	42,221.6	11%
Oxiteno	2,928.8	2,408.6	22%
Ultracargo	293.6	259.9	13%
Ultragaz	3,847.1	3,766.8	2%

Ultrapar’s net revenue from sales and services amounted to R$ 53,868.9 million in 2012, an 11% growth over 2011. Ipiranga’s net revenue from sales and services totaled R$ 46,829.4 million in 2012, up 11% over 2011, mainly due to (i) increased sales volume, (ii) the 6% increase in diesel costs by Petrobras in July 2012, and (iii) the increased share of gasoline in the sales mix. Oxiteno reported R$ 2,928.8 million in net revenue from sales and services, a 22% increase compared with 2011, mainly due to the 15% growth in sales volume and a 17% weaker Real, partially offset by the 10% lower average price in dollar, mainly as result of the increased share of glycol in the product mix, with lower prices. Ultracargo’s net revenue from sales and services totaled R$ 293.6 million, up 13% over 2011, mainly due to the growth in average storage, tariff adjustments, and an improved mix of handled products and contracts. Ultragaz’s net revenue from sales and services amounted to R$ 3,847.1 million in 2012, up 2% over 2011, in line with the volume sold.

Cost of products and services sold

(R$ million)	2012	2011	Percent change 2012-2011

Ipiranga	44,055.2	39,897.9	10%
Oxiteno	2,312.4	1,931.0	20%
Ultracargo	117.4	110.1	7%
Ultragaz	3,313.3	3,213.5	3%

Ultrapar’s cost of products and services sold amounted to R$ 49,768.1 million in 2012, growth of 10% over 2011. Ipiranga’s cost of products sold amounted to R$ 44,055.2 million, up 10% over 2011, mainly due to (i) the increased sales volume, (ii) the 6% increase in diesel costs by Petrobras in July 2012, and (iii) the increased share of gasoline in the sales mix. Oxiteno’s cost of products sold totaled R$ 2,312.4 million, a 20% increase over 2011, mainly due to the 15% growth in sales volume and the 17% weaker Real, partially offset by a 10% reduction in unit variable costs in dollar. Ultracargo’s cost of services provided totaled R$ 117.4 million, up 7% over 2011, mainly due to higher depreciation resulting from recent capacity expansions and the acquisition of Temmar. Ultragaz’s cost of products sold amounted R$ 3,313.3 million, up 3% over 2011, due to the growth in sales volume and the effects of inflation on personnel and on freight costs, partially offset by cost reduction initiatives in bottling and storage facilities.

Gross profit

Ultrapar reported gross profit of R$ 4,100.8 million in 2012, 17% growth over 2011, as a consequence of the growth in the gross profit of Ipiranga, Oxiteno and Ultracargo.

Selling, marketing, general and administrative expenses

(R$ million)	2012	2011	Percent change 2012-2011

Ipiranga	1,613.3	1,357.4	19%
Oxiteno	387.0	318.7	21%
Ultracargo	74.6	65.6	14%
Ultragaz	409.6	387.0	6%

Ultrapar’s selling, marketing, general and administrative expenses amounted to R$ 2,470.7 million in 2012, up 16% over 2011. Ipiranga's selling, marketing, general and administrative expenses totaled R$ 1,613.3 million, 19% higher than that in 2011, as a result of (i) higher sales volume, (ii) the effects of inflation on expenses, (iii) the expansion of the distribution network, and (iv) increased advertising and marketing expenses. Oxiteno’s selling, marketing, general and administrative expenses amounted to R$ 387.0 million, up 21% over 2011, mainly due to (i) higher logistics expenses, resulting from increased sales volume and the effect of exchange rate on international freight expenses, (ii) the effects of inflation on expenses, and (iii) expenses with the expansion projects in the United States and Uruguay. Ultracargo’s selling, marketing, general and administrative expenses amounted to R$ 74.6 million in 2012, 14% growth compared to 2011, mainly as a result of higher expenses related to expansion projects and the acquisition of Temmar. Ultragaz’s selling, marketing, general and administrative expenses totaled R$ 409.6 million, up 6% over 2011, mainly due to (i) the effects of inflation on personnel expenses, (ii) higher expenses with marketing and sales campaigns, and (iii) the higher sales volume, partially offset by expense reduction initiatives.

Depreciation and amortization

Total depreciation and amortization costs and expenses in 2012 amounted to R$ 693.1 million, up R$ 115 million (20%) over 2011, due to (i) increased investments in the expansion of Ipiranga’s network of services stations and logistics infrastructure, (ii) the start-up of operations of Oxiteno’s and Ultracargo’s capacity expansions throughout 2011 and 2012, and (iii) acquisitions.

Income from disposal of assets

Ultrapar recorded in 2012 an income from disposal of assets in the total amount of R$ 3.7 million, R$ 18 million lower than that in 2011, mainly due to lower income from the sale of land by Ipiranga and of vehicles by Ultragaz.

Operational profit

Ultrapar’s operational profit reached R$ 1,707.9 million in 2012, up 17% over 2011, as a result of the growth in the operational profit in Ipiranga, Oxiteno and Ultracargo. Ipiranga’s operational profit totaled R$ 1,254.4 million, up 20% over 2011. Oxiteno’s operational profit totaled R$ 228.8 million, up 47% over 2011. Ultracargo’s operational profit totaled R$ 105.5 million, up 21% from 2011. Ultragaz’s operational profit totaled R$ 114.3 million, down 30% from 2011.

Financial result

Ultrapar reported net financial expenses of R$ 270.3 million in 2012, R$ 37 million below that of 2011, mainly due to the reduction of interest rates (CDI) in 2012.

Net income

Ultrapar’s consolidated net income in 2012 reached R$ 1,026.8 million, 19% higher than that of 2011, mainly as a result of the growth in the EBITDA between the periods.

EBITDA

(R$ million)	2012	2011	Percent change 2012-2011

Ipiranga	1,652.6	1,366.4	21%
Oxiteno	351.8	262.3	34%
Ultracargo	142.7	116.8	22%
Ultragaz	245.7	280.9	-13%

Ultrapar’s consolidated EBITDA reached R$ 2,411.4 million in 2012, an 18% growth over 2011, as a result of EBITDA growth of Ipiranga, Oxiteno and Ultracargo. Ipiranga reported an EBITDA of R$ 1,652.6 million in 2012, up 21% from 2011, mainly due to (i) increased sales volume, (ii) improved sales mix, with a higher share of gasoline, and (iii) the strategy of constant innovation in services and convenience at the service station, creating increased customer satisfaction and loyalty. Ipiranga’s unit EBITDA margin in 2012 was R$ 71/m³, corresponding to an EBITDA margin of 3.5%, higher than the unit EBITDA margin of R$ 63/m³ in 2011. Oxiteno’s EBITDA totaled R$ 351.8 million, growth of 34% over 2011, as a result of (i) the 15% growth in sales volume, and (ii) the effect of the 17% weaker Real. Oxiteno’s unit EBITDA reached US$ 236/ton in 2012, in line with that of 2011. Ultracargo reached an EBITDA of R$ 142.7 million in 2012, an increase of 22% over 2011, mainly due to the acquisition of Temmar, higher average storage, and the improved mix of handled products and contracts. In 2012, Ultracargo’s EBITDA margin reached 49%, higher than the 45% margin of 2011. Ultragaz’s EBITDA amounted to R$ 245.7 million, 13% below that of 2011, mainly due to the effects of inflation on costs and expenses and higher expenses with marketing and sales campaigns, partially offset by costs and expenses reduction initiatives.

10.2 - Comments on:

a. Company’s operating results, especially:

Description of major components of revenues

More than 90% of consolidated net revenues of Ultrapar is generated by the fuel and LPG distribution businesses. Therefore, the main components of these revenues come from diesel, gasoline and ethanol sales by Ipiranga and from LPG sales by Ultragaz. See “Item 10.2.c. effect of inflation, changes in prices of main inputs and products, foreign exchange and interest rates on the Company’s operating results and financial results”.

ii.

Factors that materially affected operating results

See “Item 10.1.h. Main changes in each item of the financial statements – Main changes in consolidated income statement”.

b. Changes in revenues attributable to changes in prices, exchange rates, inflation, changes in volumes and introduction of new products and services

See “Item 10.1.h. Main changes in each item of the financial statements – Main changes in consolidated income statement” and See “Item 10.2.c. effect of inflation, changes in prices of main inputs and products, foreign exchange and interest rates on the Company’s operating results and financial results”.

c. Effect of inflation, changes in prices of main inputs and products, foreign exchange and interest rates on the Company’s operating results and financial results

LPG business

Between 2003 and the end of 2007, LPG prices charged to LPG distributors in Brazil have been stable, despite increases in oil and LPG prices in the international markets, which were partially offset by the appreciation of the Real compared to the U.S. dollar, reducing the difference between LPG prices in Brazil and in the international markets. However, in 2008 Petrobras increased LPG refinery price for commercial and industrial usage by 15% in January, an additional 10% in April and 6% in July. In January 2010, Petrobras increased the LPG refinery price for commercial and industrial usage by 6%. The LPG refinery price for residential use remained unchanged since 2003. In the last few years, Petrobras’ practice was not to immediately reflect volatility of international prices of oil and its derivatives in the Brazilian market. We cannot guarantee that this trend will continue. Any sharp increase in LPG prices charged to LPG distributors could 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. As of December 31st, 2012, this segment represented approximately 30% of the volume sold by Ultragaz. Bottled LPG is an essential good and, therefore, it has a lower correlation with economic performance.

Chemical and petrochemical business

The specialty chemicals volume in the Brazilian market is correlated to economic growth and therefore an acceleration or deceleration in the Brazilian GDP growth can affect our sales volume, as Oxiteno’s specialty chemicals sales in Brazil represented 59% of its total sales in 2013. By the end of 2008, Oxiteno completed certain capacity expansions that, together with the conclusion of the expansion of 70 thousand tons per year of the ethoxylation unit in Camaçari in 2010 and the conclusion in 2011 of the 90 thousand tons per year expansion of the ethylene oxide unit, also in Camaçari, allowed an increase in sales volumes, and resulted in an increase in exports sales and hence in the portion of its volume sold in outside Brazil. As the Brazilian market grows, Oxiteno aims at (i) increasing the volume sold in the domestic market once the logistics costs are usually lower than logistics cost of sales outside Brazil, and (ii) increasing the volume of specialties sold, products of higher value added than commodities. In 2013, sales of specialty chemicals represented 89% of the total volume sold by Oxiteno, above the share of 84% verified in 2012. In 2012, Oxiteno expanded its activities to the United States, through the acquisition of a specialty chemicals plant in Pasadena, Texas, with production capacity of 32,000 tons per year, and to Uruguay, through the acquisition of American Chemical, a specialty chemicals company, with production capacity of 81,000 tons per year. In 2013, Oxiteno invested in the expansion of its production capacity in Coatzacoalcos, in Mexico. In 2014, Oxiteno plans to invest in the expansion of its production capacity, mainly in the conclusion of the expansion in Coatzacoalcos, in Mexico, and in the potential expansion in Pasadena, in the United States. The expansion in Mexico is planned to be operational by 2014 and will add 30,000 tons per year of production capacity.

Almost all of Oxiteno’s products prices and variable costs are linked to U.S. dollar. Therefore, a sharp appreciation or depreciation could have an impact on Oxiteno’s contribution margin in the future. In 2012, the unstable international environment contributed to the 9% depreciation of the Real against the U.S. dollar. In 2013, Real depreciated 15% against the U.S. dollar. Considering the average exchange rate during the year, Real depreciated 10% against the U.S. dollar. From December 31st, 2013 to February 28th, 2014, the Brazilian Real was practically stable against the U.S. dollar. We cannot predict what will be the trend for the exchange rate in the future.

Oxiteno’s main raw material is the ethylene, which is produced from naphtha in Brazil. Generally, naphtha prices in Brazil fluctuate with oil prices. In 2012, the oil price ended the year quoted at US$ 110 per barrel, up 2% over 2011. In 2013, the oil price ended the year quoted at US$ 111 per barrel, up 1% over 2011. From December 31st, 2013 to January 31st, 2014, oil prices decreased by 3%. We cannot predict whether oil and ethylene prices will keep this trend. A sharp variation in ethylene prices could have an impact on Oxiteno’s results of operations if it is unable to maintain its operational margins.

The increase in demand for chemical and petrochemical products in Brazil during the last years and the ongoing integration of regional and world markets have contributed to the increasing integration of the Brazilian petrochemical industry into the international petrochemical marketplace. As a consequence, events affecting the petrochemical industry worldwide could have a material effect on our business and results of operations. The chemical industry performance worldwide was strongly affected by the world financial crisis in 2009, which caused the demand for chemical products to decrease in several countries. Due to the growth of the Brazilian chemicals market, Oxiteno faces tougher competition from certain foreign producers since 2009, including ethylene oxide and derivatives producers with access to natural-gas-based raw materials.

Fuel distribution business

In the recent past, the combined sales of gasoline, ethanol and natural gas in Brazil have been correlated to the growth of the light vehicle fleet. According to ANFAVEA, in 2013, the light vehicle fleet continued to grow at the same pace of previous years, influenced by greater availability of credit and income, and it is estimated to have grown by 7% over 2012, reaching about 37 million light vehicles. Additionally, we believe the current ratio of inhabitants per vehicle in Brazil is still low when compared to the rate seen in countries with similar level of development. According to 2011 data released by ANFAVEA (the last available data), the penetration of light vehicles in Brazil is about 18% of total inhabitants, while in Argentina it is 27% and in Mexico it is 28%. Diesel sales, which in 2013 accounted for 54% of the volume sold by Ipiranga, have historically been correlated with Brazilian economic performance, particularly the agricultural and consumer goods segments.

In 2013, the Brazilian diesel market, according to ANP data, presented growth of 5% when compared to 2012. The increase in fuels consumption could have a positive effect on the future volume sold by the company and on its results, but we cannot guarantee that this trend will continue.

In the last few years, Petrobras’ practice was not to immediately reflect the volatility of international prices of oil and its derivatives in the Brazilian market. We cannot guarantee that this trend will continue. In October 2011, the Brazilian government reduced the percentage of anhydrous ethanol mixed to gasoline from 25% to 20%, due to a shortage of ethanol production. To avoid the price increase of the gasoline to the end consumer, the government decided to reduce the CIDE tax from R$ 230/m³ to R$ 193/m³ at the same time. In November 2011, the government reduced again the CIDE tax of the gasoline A to R$ 91/m³ and the diesel from R$ 70/m³ to R$ 47/m³. This reduction of the CIDE tax allowed Petrobras to increase gasoline and diesel prices by 10% and 2%, respectively, without affecting prices to the distributor. In June 2012, Petrobras increased gasoline and diesel prices by 3.9% and 7.8%, respectively, and the CIDE tax of both products was simultaneously reduced to zero, offsetting the effect of the increase in prices. In July 2012, Petrobras increased diesel price by 6.2%. Due to the Real depreciation and the prices of oil derivatives in the foreign market, (i) in January 2013, Petrobras increased gasoline and diesel prices by 6.6% and 5.4%, respectively; (ii) in March 2013, Petrobras announced a new adjustment in diesel price, of 4.9%; and (iii) in November 2013, Petrobras increased once more gasoline and diesel prices by 4.0% and 8.0%, respectively.

Effects of inflation over our operational costs and expenses

Ultrapar’s operational costs and expenses are substantially in reais, thus are influenced by the general price levels in the Brazilian economy. In 2013, 2012 and 2011, the variation of IPCA (Consumer Prices Index), the index adopted by the Brazilian government to set inflation targets, was 5.9%, 5.8% and 6.5%, respectively. From December 31st, 2013 to January 31st, 2014, the variation of IPCA was 0.6%.

Financial Result

The main macroeconomic factors that influence the financial results of Ultrapar are the foreign exchange and interest rates.

Exchange rate

Most of the transactions of the Company are located in Brazil and, therefore, the reference currency for currency risk management is the Real. Currency risk management is guided by neutrality of currency exposures and considers the transactional, accounting, and operational risks of the Company and its exposure to changes in exchange rates. The Company considers as its main currency exposures the assets and liabilities in foreign currency and the short-term flow of net sales in foreign currency of Oxiteno. Ultrapar 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, in order to reduce the effects of changes in exchange rates on its results 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 31st, 2013, 2012 and January 1st, 2012:

Assets and liabilities in foreign currency


Amounts in millions of Reais	12/31/2013	12/31/2012	01/01/2012

Assets in foreign currency
Cash, cash equivalents and financial investments in foreign currency (except for hedging instrument)	457.2	363.7	303.8
Foreign trade accounts receivable, net of provision for loss	156.0	163.2	134.9
Advances to foreign suppliers, net of accounts payable from imports	443.4	300.4	115.3

	1,056.6	827.3	554.0

Liabilities in foreign currency
Financing in foreign currency	(1,294.9)	(1,197.5)	(873.6)
Accounts payable arising from imports, net of advances to foreign suppliers	(45.3)	(21.5)	(2.8)
	(1,340.2)	(1,219.0)	(876.4)

Foreign currency hedging instruments	427.1	499.9	348.5

Net asset (liability) position — Total	143.5	108.2	26.1

Sensitivity analysis of assets and liabilities in foreign currency

The table below shows the effect of exchange rate changes in different scenarios, based on the net asset position of R$ 143.5 million in foreign currency:

Amounts in millions of Reais		Scenario I	Scenario II	Scenario III
	Risk	10%	25%	50%

(1) Income effect	Real devaluation	(3.9)	(9.8)	(19.6)
(2) Equity effect	Real devaluation	18.2	45.6	91.3
(1) + (2)	Net effect	14.3	35.8	71.7


(1) Income effect	Real valuation	3.9	9.8	19.6
(2) Equity effect	Real valuation	(18.2)	(45.6)	(91.3)
(3) + (4)	Net Effect	(14.3)	(35.8)	(71.7)

Gains (losses) directly recognized in equity in cumulative translation adjustments are due to exchange rate variations on equity of foreign subsidiaries. See Note 22.

Interest Rate

The Company and its subsidiaries adopt conservative policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of the Company and its subsidiaries are primarily held in transactions linked to the CDI, as set forth in Note 4. Borrowings primarily relate to financing from Banco do Brasil, debentures, BNDES and other development agencies and borrowings in foreign currency, as shown in Note 14.

The Company does not actively manage risks associated with changes in the level of interest rates and attempts to maintain its financial interest assets and liabilities at floating rates. As of December 31st, 2013, the Company and its subsidiaries had interest rate derivative financial instruments linked to domestic loans, swapping the fixed interest rate of certain debts to floating interest rate (CDI).

The table below shows the financial assets and liabilities exposed to floating interest rates as of December 31, 2013, December 31, 2012 and January 1st, 2012:

Amounts in millions of Reais	Note	12/31/2013		12/31/2012			01/01/2012
CDI
Cash equivalents	4		2,051.1		1,912.2			1,643.0
Financial investments	4		747.3		641.0			541.3
Asset position of hedging instruments - CDI	22		112.3		21.1			24.5
Loans and debentures	14		(3,862.0)		(2,117.1	)		(1,301.9)
Liability position of hedging instruments - CDI	22		(452.5)		(495.5	)		(367.9)
Liability position of hedging instruments from pre-fixed interest to CDI	22		(854.6)		(1,796.7	)		(2,152.5)
Net liability position in CDI			(2,258.4)		(1,835.0	)		(1,613.5)
TJLP
Loans –TJLP	14		(640.5)		(701.8	)		(938.6)
Net liability position in TJLP			(640.5)		(701.8	)		(938.6)
LIBOR
Asset position of hedging instruments - LIBOR	22		329.7		286.0			111.8
Loans - LIBOR	14		(374.4)		(322.3	)		(111.9)
Net liability position in LIBOR			(44.7)		(36.3	)		(0.1)
TIIE
Loans - TIIE	14		(31.2)		(25.3	)		(28.5)
Net liability position in TIIE			(31.2)		(25.3	)		(28.5)
Total net liability position			(2,974.8)		(2,598.4	)		(2,580.7)

Sensitivity analysis of floating interest rate risk

The table below shows the incremental expenses and income that would be recognized in financial income as of December 31st, 2013, due the effect of floating interest rate changes in different scenarios:

Amounts in millions of Reais	Risk	Scenario I		Scenario II		Scenario III
			10%		25%		50%
Exposure of interest rate risk
Interest on cash equivalents and financial investments effect	Increase in CDI		18.9		47.2		94.5
Hedge instruments (assets in CDI) effect	Increase in CDI		0.2		0.4		0.8
Interest on debt effect	Increase in CDI		(26.1)		(65.4)		(130.7)
Hedge instruments (liability in CDI) effect	Increase in CDI		(12.4)		(31.3)		(62.4)
Incremental expenses			(19.4)		(49.1)		(97.8)

Interest on debt effect	Increase in TJLP		(3.4)		(8.4)		(16.8)
Incremental expenses			(3.4)		(8.4)		(16.8)


Hedge instruments (assets in LIBOR) effect	Increase in LIBOR		0.1		0.3		0.5
Interest on debt effect	Increase in LIBOR		(0.1)		(0.3)		(0.6)
Incremental expenses			-		-		(0.1)

Interest on debt effect	Increase in TIIE		(0.1)		(0.3)		(0.6)
Incremental expenses			(0.1)		(0.3)		(0.6)

10.3 - Comments on material effects that the events below have caused or are expected to cause on the Company’s financial statements and results:

a.	Introduction or disposal of operating segment

There was no relevant introduction or disposal of operating segment in the fiscal year 2013.

b.	Establishment, acquisition or sale of ownership interest

There was no relevant establishment, acquisition or sale of ownership interest in the fiscal year 2013, that have caused or are expected to cause significant effects on the Company's financial statements.

c.	Unusual events or transactions

Not applicable.

10.4 - Comments on:

a.	Significant changes in accounting practices

All the financial information contained in Item 10 is presented the same accounting practices (IFRS), and reflect the changes resulting from standards that became effective on January 1st, 2013, as described below.

2013:

The following standards are effective on January 1st, 2013 and have impacted the Company’s financial statements previously disclosed for December 31st, 2012 and 2011:

(1) adoption of IFRS 11 (CPC 19 (R2)) - Joint arrangements: the investments in RPR, Maxfácil Participações S.A. (“Maxfácil”), Uniăo Vopak Armazéns Gerais Ltda. (“Uniăo Vopak”) and ConectCar Soluções de Mobilidade Eletrônica S.A. (“Conectcar”) are no longer proportionally consolidated and are accounted for using the equity method.

(2) amendments to IAS 19 Revised (CPC 33 (R2))- Employee benefits: actuarial gains and losses are no longer recognized in the income statement and are recognized in shareholders’ equity as accumulated other comprehensive income. Past service costs are recognized in retained earnings within shareholders’ equity in the date of transition. From the date of transition, past service costs will be recognized in income statements when measured. Actuarial gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in shareholders’ equity under caption “valuation adjustments”. Actuarial gains and losses recorded in equity are not reclassified to profit or loss in subsequent periods.

The financial information included in this document relating to the balance sheets of 01/01/2011, 12/31/2012 and 12/31/2013 and the financial and cash flows statements for 2012 and 2013 derive from our consolidated financial statements, filed with the CVM on February 19th, 2014. For 2011, the information related to the financial and cash flow statements was restated in this document for the readers’ convenience, prepared based on the financial statements previously reported and audited by our independent auditors, and changed by the adoptions of IFRS 11and amendments to IAS 19 Revised. The information related to 2011 of the financial statements and cash flow statements were not audited by our independent auditors.

2012:

There were no significant changes in accounting practices for the fiscal year 2012.

2011:

There were no significant changes in accounting practices for the fiscal year 2011.

b.	Significant effects of changes in accounting practices

The tables below provide the main effects from the adoption of the international accounting standards IFRS 11 (CPC 19 (R2)) - Joint arrangements and the amendments to IAS 19 Revised (CPC 33 (R2)) - Employee benefits on the balance sheets as of December 31st, 2012 and 2011 and on the financial statements as of December 31st, 2012 and 2011, previously reported by Ultrapar. Additional information on the changes derived from those effects is available in Note 2.w of Ultrapar’s financial statements, filed with the CVM on February 19th, 2014.

Balance sheet

R$ million	12/31/2012 presented	IFRS 11 effects	IAS 19 (R2011) effects	12/31/2012 restated
Current assets
Cash and cash equivalents	2,050.1	(28.9)	-	2,021.1
Financial investments	962.1	(1.0)	-	961.2
Trade receivables, net	2,306.8	(0.3)	-	2,306.5
Inventories, net	1,299.8	(9.1)	-	1,290.7
Recoverable taxes, net	483.2	(5.2)	-	478.0
Dividends receivable	-	1.3	-	1.3
Other receivables	20.5	(0.1)	-	20.5
Prepaid expenses, net	54.0	(0.2)	-	53.8
Total current assets	7,176.6	(43.5)	-	7,133.0

Non-current assets
Deferred income and social contribution taxes	465.2	(0.8)	5.0	469.3
Escrow deposits	534.0	(0.3)	-	533.7
Prepaid expenses, net	80.9	(1.2)	-	79.7
Investments in joint-ventures	-	28.2	-	28.2
Property, plant and equipment, net	4,701.4	(34.4)	-	4,667.0
Intangible assets, net	1,968.6	(3.3)	-	1,965.3
Other non-current assets	373.3	-	-	373.3
Total non-current assets	8,123.4	(11.8)	5.0	8,116.5
Total assets	15,299.9	(55.3)	5.0	15,249.6

Current liabilities
Loans	1,573.5	(0.4)	-	1,573.0
Debentures	65.7	(12.7)	-	53.0
Trade payables	1,312.3	(14.5)	-	1,297.7
Salaries and related charges	254.6	(2.0)	-	252.5
Taxes payable	107.8	(0.1)	-	107.7
Dividends payable	222.4	(0.0)	-	222.4
Income and social contribution taxes payable	75.4	(0.1)	-	75.2
Post-employment benefits	11.6	(1.6)	-	10.0
Provision for tax, civil and labor risks	50.1	(0.5)	-	49.5
Other payables	52.5	3.9	-	56.5
Other current liabilities	23.7	-	-	23.7
Total current liabilities	3,749.5	(28.2)	-	3,721.3

Non-current liabilities
Loans	3,153.1	(1.4)	-	3,151.7
Debentures	1,403.6	(8.3)	-	1,395.3
Provision for tax, civil and labor risks	551.6	(0.6)	-	551.0
Post-employment benefits	120.6	(16.8)	14.6	118.5
Other non-current liabilities	305.8	-	-	305.8
Total non-current liabilities	5,534.7	(27.1)	14.6	5,522.2

Total shareholders’ equity	6,015.7	-	(9.7)	6,006.1
Total liabilities and shareholders’ equity	15,299.9	(55.3)	5.0	15,249.6

R$ million	12/31/2011 presented	IFRS 11 effects	IAS 19 (R2011) effects	01/01/2012 restated
Current assets
Cash and cash equivalents	1,791.0	(25.4)	-	1,765.5
Financial investments	916.9	(97.6)	-	819.3
Trade receivables, net	2,026.4	(3.0)	-	2,023.4
Inventories, net	1,310.1	(6.6)	-	1,303.5
Recoverable taxes, net	470.5	(4.0)	-	466.5
Other receivables	20.3	(0.1)	-	20.2
Prepaid expenses, net	40.2	(0.3)	-	39.9
Total current assets	6,575.5	(137.1)	-	6,438.4

Non-current assets
Deferred income and social contribution taxes	510.1	(4.6)	5.4	511.0
Escrow deposits	469.4	(0.2)	-	469.2
Prepaid expenses, net	69.2	(1.3)	-	67.9
Investments in joint-ventures	-	120.8	-	120.8
Property, plant and equipment, net	4,278.9	(28.0)	-	4,250.9
Intangible assets, net	1,539.2	(0.0)	-	1,539.1
Other non-current assets	300.4	(0.0)	-	300.4
Total non-current assets	7,167.2	86.6	5.4	7,259.3
Total assets	13,742.7	(50.5)	5.4	13,697.7

Current liabilities
Loans	1,300.3	(0.0)	-	1,300.3
Trade payables	1,075.1	(8.3)	-	1,066.8
Salaries and related charges	268.3	(1.1)	-	267.2
Taxes payable	109.7	(0.4)	-	109.2
Dividends payable	163.8	(0.0)	-	163.8
Income and social contribution taxes payable	38.6	(2.5)	-	36.2
Post-employment benefits	13.3	(1.6)	-	11.7
Provision for tax, civil and labor risks	41.3	(0.4)	-	41.0
Other payables	55.6	(0.3)	-	55.4
Other current liabilities	1,031.7	-	-	1,031.7
Total current liabilities	4,097.8	(14.6)	-	4,083.2

Non-current liabilities
Loans	3,196.1	(0.4)	-	3,195.7
Debentures	19.1	(19.1)	-	-
Deferred income and social contribution taxes	38.0	(0.5)		37.4
Provision for tax, civil and labor risks	512.8	(0.6)	-	512.2
Post-employment benefits	96.8	(15.2)	16.0	97.5
Other non-current liabilities	205.0	-	-	205.0
Total non-current liabilities	4,067.7	(35.9)	16.0	4,047.8

Total shareholders’ equity	5,577.2	-	(10.5)	5,566.7
Total liabilities and shareholders’ equity	13,742.7	(50.5)	5.4	13,697.7

Income statement

R$ million	12/31/2012 presented	IFRS 11 effects	IAS 19 (R2011) effects	12/31/2012 restated

Net revenue from sales and services	53,919.4	(50.5)	-	53,868.9
Cost of products and services sold	(49,797.2)	29.1	-	(49,768.1)
Selling and marketing, general and administrative
and other operating income, net	(2,417.0)	6.9	13.5	(2,396.6)
Income from disposal of assets	3.7	(0.0)	-	3.7
Financial income, net	(262.5)	(7.8)	-	(270.3)
Income and social contribution taxes	(428.8)	12.1	(4.6)	(421.3)
Share of profit of joint ventures and associates	0.2	10.3	-	10.5
Net income for the year	1,017.9	-	8.9	1,026.8
Shareholders of the Company	1,011.0	-	8.9	1,019.9
Non-controlling interests in subsidiaries	6.9	-	0.0	6.9

R$ million	12/31/2011 presented	IFRS 11 effects	IAS 19 (R2011) effects	01/01/2012 restated

Net revenue from sales and services	48,661.3	(32.6)	-	48,628.7
Cost of products and services sold	(45,139.6)	15.3	-	(45,124.3)
Selling and marketing, general and administrative
and other operating income, net	(2,091.1)	12.6	8.4	(2,070.1)
Income from disposal of assets	21.4	(0.0)	-	21.4
Financial income, net	(296.5)	(11.1)	-	(307.6)
Income and social contribution taxes	(300.9)	2.0	(2.8)	(301.7)
Share of profit of joint ventures and associates	0.2	13.7	-	13.9
Net income for the year	854.8	-	5.5	860.3
Shareholders of the Company	848.8	-	5.5	854.3
Non-controlling interests in subsidiaries	6.0	-	-	6.0

Statement of cash flow

R$ million	12/31/2012 presented	IFRS 11 effects	IAS 19 (R2011) effects	12/31/2012 restated

Net cash provided by operating activities	2,449.9	(6.1)	-	2,443.7
Net cash used in investing activities	(1,571.7)	6.7	-	(1,565.0)
Net cash used in financing activities	(618.6)	(4.1)	-	(622.7)

Increase (decrease) in cash and cash equivalents	259.1	(3.5)	-	255.6
Cash and cash equivalents at the beginning of the year	1,791.0	(25.4)	-	1,765.5
Cash and cash equivalents at the end of the year	2,050.1	(28.9)	-	2,021.1

R$ million	12/31/2011 presented	IFRS 11 effects	IAS 19 (R2011) effects	01/01/2012 restated

Net cash provided by operating activities	1,710.1	(36.4)	-	1,673.7
Net cash used in investing activities	(1,457.9)	12.7	-	(1,445.2)
Net cash used in financing activities	(1,104.4)	10.7	-	(1,093.7)

Increase (decrease) in cash and cash equivalents	(851.5)	(13.0)	-	(864.5)
Cash and cash equivalents at the beginning of the year	2,642.4	(12.4)	-	2,630.0
Cash and cash equivalents at the end of the year	1,791.0	(25.4)	-	1,765.5

c.	Exceptions and emphasis present in the auditor’s opinion

None.

10.5 - Comments on the Company’s critical accounting policies

The presentation of our financial condition and results of operations requires our management to make judgments regarding the effects of matters that are inherently uncertain on the carrying value of our assets and liabilities and may affect the reported amount of them as well as our revenues and expenses. The financial statements include estimates mainly related to (i) determining the fair value of financial instruments (Notes 4, 14 and 22), (ii) the determination of the allowance for doubtful accounts (Notes 5 and 22), (iii) the determination of provisions for losses of inventories (Note 6), (iv) the determination of deferred income taxes amounts (Note 9), (v) useful life of property, plant and equipment (Note 12), (vi) the useful life of intangible assets and the determination of the recoverable amount of goodwill (Note 13), (vii) provisions for assets retirement obligations (Note 18), (viii) provisions for tax, civil and labor liabilities (Note 23) and (ix) estimates for the preparation of actuarial reports (Note 24).

Actual results may differ from those estimated under different variables, assumptions or conditions, even though our management believes that its accounting estimates are reasonable. The following paragraphs review the critical accounting estimates that management considers most important for understanding our financial condition, results of operations and cash flows. An accounting estimate is considered a critical accounting estimate if it meets the following criteria:

·	The accounting estimate requires management to make assumptions about matters that were highly uncertain at the time the accounting estimate was made; and

Different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on our financial condition, results of operations or cash flows.

We have identified the following accounting policies as critical:

Allowance for doubtful accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the subsequent inability of our customers to make required payments. The allowance for doubtful accounts is recorded in an amount we consider sufficient to cover any probable losses on realization of our accounts receivable from our customers, as well as other receivables, and is included as selling expenses; no adjustment is made to net sales and services revenue. In order to establish the allowance for doubtful accounts, our management constantly evaluates the amount and characteristics of our accounts receivable. When significant delays occur and the likelihood of receiving these payments decreases, a provision is made. In case receivables in arrears are guaranteed or there are reasonable grounds to believe they will be paid, no provision is made. If the financial conditions of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required in future periods. However, because we cannot predict with certainty the future financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate. Actual credit losses may be greater than the allowance we have established, which could have a significant impact on our selling expenses.

Provisions for inventory losses

If net realizable values are below inventory costs, a provision corresponding to this difference is recognized. Provisions are also made for obsolescence of products, materials or supplies that (i) do not meet the Company and its subsidiaries’ specifications, (ii) have exceeded their expiration date or (iii) are considered slow-moving inventory. This classification is made by management with the support of its industrial team. For further information on Ultrapar’s provisions for inventory losses, see Note 6.

Deferred income tax and social contribution

We recognize deferred tax assets and liabilities which do not expire, arising from tax loss carryforwards, temporary add-backs, revaluation of property, plants and equipment and other procedures. We periodically review the deferred tax assets for recoverability and establish a valuation allowance, as required, based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. In the event we or one of our subsidiaries operate at a loss or are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we evaluate the need to establish a valuation allowance against all or a significant portion of our deferred tax assets, resulting in an increase in our effective tax rate, thereby decreasing net income. A high degree of management judgment is required in determining any valuation allowance. The principal uncertainty relates to the likelihood of future taxable income from the subsidiary that generated the deferred tax asset. A change in our projections of profitability could result in the need to record a valuation allowance against deferred tax assets, resulting in a negative impact of future results.

Legal and administrative provisions

We are currently involved in certain legal and administrative proceedings that arise from our normal course of business. We believe that the extent to which these legal provisions are recognized in our consolidated financial statements is adequate. It is our policy to record accrued liabilities in regard to lawsuits when the probability of an existing obligation is considered more likely than not to occur in the opinion of our management, based on information available to the company, including information obtained from our internal and external legal advisors. Future results of operations could be materially affected by changes in our assumptions, by the effectiveness of our strategies relating to these proceedings, by future developments in each matter being discussed or by changes in approach, such as a change in settlement strategy in dealing with these matters.

Property, plant and equipment

Property, plant and equipment is recognized at acquisition or construction cost, including financial charges incurred on property, plant and equipment under construction, as well as maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission or to restore assets (see Note 18).

Depreciation is calculated using the straight-line method, for the periods mentioned in Note 12, taking into account the useful life of the assets, which are reviewed annually.

Leasehold improvements are depreciated over the shorter of the lease contract term and useful life of the property.

Intangible assets

Intangible assets include assets acquired by Ultrapar and its subsidiaries from third parties, according to the criteria below (see Note 13):

Goodwill is carried net of accumulated amortization as of December 31, 2008, when it ceased to be amortized. Goodwill generated since January 1, 2009 is shown as intangible asset corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identified assets and liabilities assumed of the acquired entity, and is tested annually for impairment. Goodwill is allocated to the respective cash generating units (“CGU”) for impairment testing purposes.

Bonus disbursements as provided in Ipiranga’s agreements with reseller service stations and major consumers are recognized as distribution rights when paid and amortized using the straight-line method according to the term of the agreement.

Other intangible assets acquired from third parties, such as software, technology and commercial property rights, are measured at the total acquisition cost and amortized using straight-line method, for the periods mentioned in Note 13, taking into account their useful life, which is reviewed annually.

Ultrapar and its subsidiaries have not recognized intangible assets that were created internally. Ultrapar and its subsidiaries have not recognized intangible assets that have an indefinite useful life, except for goodwill and the “am/pm” brand.

Provisions for assets retirement obligations

Corresponds to the legal obligation to remove Ipiranga’s underground fuel tanks located at Ipiranga-branded service stations after a certain period. The estimated cost of the obligation to remove these fuel tanks is recognized as a liability when tanks are installed. The estimated cost is recognized in property, plant and equipment and depreciated over the respective useful life of the tanks. The amounts recognized as a liability are monetarily restated until the respective tank is removed (see Note 18). An increase in the estimated cost of the obligation to remove the tanks could result in negative impact in future results. The estimated removal cost is reviewed and updated annually or when there is significant change in its amount.

Provisions for post-employment benefits

We recognize provisions for post-employment benefits, which amounts were based on an actuarial calculation prepared by an independent actuary. The significant actuarial assumptions to determine the provision for post-employment benefits are: discount rate, wage and medical costs increases. For further information on Ultrapar’s post-employment benefits, see Note 24.

Fair value of financial instruments

Our financial instruments are classified in accordance with the following categories:

Measured at fair value through profit or loss: financial assets and liabilities held for trading, that is, acquired or incurred principally for the purpose of selling or repurchasing in the near term, and derivatives. The balances are stated at fair value. The interest earned, the exchange variation and changes in fair value are recognized in profit or loss.

Held to maturity: non-derivative financial assets with fixed or determinable payments, and fixed maturities for which the entity has the positive intention and ability to hold to maturity. The interest earned and the foreign currency exchange variation are recognized in profit or loss, and balances are stated at acquisition cost plus the interest earned, using the effective interest rate method.

Available for sale: non-derivative financial assets that are designated as available for sale or that are not classified into other categories at initial recognition. The balances are stated at fair value and the interest earned and the foreign currency exchange variation are recognized in profit or loss. Differences between fair value and acquisition cost plus the interest earned are recognized in other comprehensive income in the shareholders’ equity. Accumulated gains and losses recognized in the shareholders’ equity are reclassified to profit or loss in case of prepayment.

Loans and receivables: non-derivative financial assets with fixed or determinable payments or receipts, not quoted in an active market, except: (i) those which the entity intends to sell immediately or in the near term and which the entity classified as measured at fair value through profit or loss; (ii) those classified as available for sale; or (iii) those for which the Company may not recover substantially all of its initial investment for reasons other than credit deterioration. The interest earned and the foreign currency exchange variation are recognized in profit or loss. The balances are stated at acquisition cost plus the interests, using the effective interest rate method. Loans and receivables include cash and banks, trade receivables, dividends receivable and other trade receivables.

The Company uses derivative financial instruments for hedging purposes, applying the concepts described below:

Hedge accounting: fair value hedge: derivative financial instrument used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect the entity’s profit or loss. In the initial designation of the fair value hedge, the relationship between the hedging instrument and the hedged item is documented, including the objectives of risk management, the strategy in conducting the transaction and the methods to be used to evaluate its effectiveness. Once the fair value hedge has been qualified as effective, the hedge item is also measured at fair value. Gains and losses from hedge instruments and hedge items are recognized in profit or loss. The hedge accounting must be discontinued when the hedge becomes ineffective.

Hedge accounting: hedge of net investments in foreign operation: derivative financial instrument used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company. The portion of the gain or loss on the hedging instrument that is determined to be effective is recognized directly in equity in accumulated other comprehensive income, while the ineffective portion is recognized in profit or loss. The gain or loss on the hedging instrument that has been recognized directly in accumulated other comprehensive income shall be recognized in income upon disposal of the foreign operation.

For further detail on financial instruments of the Company and its subsidiaries, see Notes 4, 14 and 22.

In order to estimate fair values, we consider several variables, such as interest rates, discount rates, foreign exchange rates and future cash flows. Our most important sources of information concerning these variables are the market projections of future exchange and interest rates provided by the BM&FBOVESPA and BBA – British Bankers Association. We believe BM&FBOVESPA and BBA – British Bankers Association to be the most adequate and reliable sources of information available for our calculations. However, given the volatility inherent in financial markets, estimates concerning the variables used to calculate fair values are subject to constant change. As a consequence, our judgment related to, among other issues, the behavior of these variables, the selection of sources of information and the timing of calculation, directly affects the fair values of our financial instruments and the amount of gains or losses recorded in the income statement. Additional information regarding fair value of financial instruments is available in Notes 4, 14 and 22.

Pension and other post-retirement benefits

Ultrapar and its subsidiaries offer their employees a defined contribution pension plan, managed by Ultraprev — Associação de Previdência Complementar. Under the terms of the plan, every year each participating employee chooses his or 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 reference salary, according to the rules of the plan. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.5% and 1.0% of their respective accumulated fund in Ultraprev or (ii) a fixed monthly amount which will exhaust their respective accumulated fund over a period of 5 to 25 years. The sponsoring company does not guarantee the amounts or the duration of the benefits received by each employee that retires.

Ultrapar recognized a provision for post-employment benefits mainly related to seniority bonus, payment of Government Severance Indemnity Fund (“FGTS”), and health, dental care and life insurance plan for eligible retirees. The amounts related to such benefits were determined based on a valuation conducted by an independent actuary and are recorded in the financial statements in accordance with Resolution CVM 695/2012.

Significant actuarial assumptions adopted include:

Economic factors		12/31/2013
		% p.a.
Discount rate for the actuarial obligation at present value		11.79
Average projected salary growth rate		7.10
Inflation rate (long term)		5.0
Growth rate of medical services		9.20

Demographic factors

Mortality Table for the life insurance benefit – CSO-80

Mortality Table for the other benefits – AT 2000 Basic decreased by 10%

Disabled Mortality Table - RRB 1983

Disability Table - RRB 1944 modified

10.6. - Discussion on internal controls adopted to ensure the formulation of accurate financial statements

a.	Level of efficiency of such controls, indicating any potential misstatements and measures to correct them

Ultraparis a company listed on the New York Stock Exchange (NYSE) with Level III ADRs, and maintains its internal controls standards in compliance with the requirements of the Sarbanes-Oxley Act.

Ultrapar’smanagement annually evaluates the internal controls over financial reporting under the supervision of our Chief Executive Officer or CEO and Chief Financial Officer, or CFO. Management evaluates the effectiveness of our internal controls over financial reporting based on the criteria set out in the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework. Based on those criteria, our management believes that our internal controls over financial reporting are adequate and effective to enable the registry, processing, summarizing and disclosure of such information, providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.

OnJune 28th, 2011, the Extraordinary General Shareholders’ Meeting approved the following matters: (i) the conversion of all preferred shares into common shares of the Company, at a ratio of 1 (one) preferred share for 1 (one) common share; (ii) adherence to the listing segment Novo Mercado of the BM&FBOVESPA; (iii) new amended bylaws of the Company, providing several changes with respect to current status, aiming to strengthen its governance structure; 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 its new bylaws and the Novo Mercado regulations, are equivalent to the provisions of the Company’s controlling shareholders agreement, dated March 22, 2000. As of the same date, were also approved in special preferred stock shareholders’ meeting the materials of items (i) and (iv) above. One of the amendments to the bylaws of the Company is the creation of an audit committee as an auxiliary organ of the Board, which comprises three independent members, of which at least two shall be external members of the Board. The Company will have an Audit Council, which will operate on a non-permanent and installed by the special preferred stock shareholders’ meeting in legal cases. If the Supervisory Board will be installed, shall exercise all powers that are assigned to the Audit Council. The audit committee will not work in the fiscal year in which the Audit Council has been installed. In 2012 and 2013, the Fiscal Council was installed as requested by the shareholders.

OnAugust 17th, 2011, each preferred share issued by the Company was converted into one common share, and its common shares started trading on the Novo Mercado listing segment of BM&FBOVESPA. As of the same date, the ADRs represented by preferred shares started to be represented by common shares issued by Ultrapar. In addition, on August 17th, 2011, Ultrapar’s new bylaws approved at the Extraordinary Shareholders’ Meeting of June 28th, 2011 has become effective.

b.	Deficiencies and recommendations on internal controls in the independent auditor’s report

No material deficiencies were verified.

10.7. - Public offerings for distribution of securities

Not applicable.

10.8. - Issuer’s off-balance sheet items

a.	Assets and liabilities held by the issuer, whether directly or indirectly, off-balance sheet:

i.	Operating leases, assets and liabilities

Subsidiaries Cia. Ultragaz, Bahiana, Utingás, Tequimar, Serma and Oxiteno S.A. have operating lease contracts for the use of IT equipment. These contracts have terms of 36 and 45 months. The subsidiaries have the option to purchase the assets at a price equal to the fair market price on the date of option, and management does not intend to exercise such option. Subsidiaries Cia. Ultragaz and Bahiana have operating lease contracts related to vehicles in their fleets. These contracts have terms of 24 to 60 months and there is no purchase option. The future disbursements (installments), assumed under these contracts, amount approximately to:

(R$ million)		Up to 1 year	Between 1 and 5 years	More than 5 years	Total
December 31, 2013		22.0	23.2	-	45.2

The subsidiaries IPP and Cia. Ultragaz have operating lease contracts related to land and building of service stations and stores, respectively. The future disbursements and receipts (installments), arising from these contracts, amount approximately to:

(R$ million)		Up to 1 year	Between 1 and 5 years	More than 5 years	Total
December 31, 2013	payable	(60.4)	(189.4)	(115.9)	(365.8)
	receivable	48.8	147.4	93.8	290.0

The net expense recognized in 2013 for operating leases was R$ 41.0 million, net of income.

ii.	Receivables portfolios over which the entity has risks and liabilities, indicating respective liabilities

Not applicable.

iii.	Future purchase and sale of products or services contracts

See “Item 10.8.b. Other off-balance sheet arrangements”.

iv.	Unfinished construction contracts

Not applicable.

v.	Other future financing agreements

Not applicable.

b.	Other off-balance sheet arrangements

The following table shows our main off-balance sheet arrangements on December 31st, 2013:

Contractual Obligations (off-balance sheet) (R$ million)	Total	Payment due by period
Contractual Obligations (off-balance sheet) (R$ million)	Total	up to 1 year	between 1 and 3 years	between 3 and 5 years	more than 5 years
Estimated planned funding of pension and other post-retirement benefit obligations (1)	517.2	17.9	38.6	42.6	418.0
Purchase obligations – raw material (2)	2,884.0	346.2	692.4	692.4	1,153.0
Purchase obligations – utilities (3)	53.9	19.8	25.5	8.6	0.0
Minimum movement obligations – cargo (4)	62.1	6.7	13.1	12.2	30.0
	3,517.1	390.6	769.6	755.9	1,601.0

(1)

The estimated payment amount was calculated based on a 5.0% inflation assumption.

(2)

Oxiteno Nordeste has a supply agreement with Braskem S.A. which establishes a minimum quarterly consumption level of ethylene and conditions for the supply of ethylene until 2021. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 40% of the current ethylene price for the quantity not purchased. The minimum purchase commitment clause was renegotiated, valid from 2013, and provides a minimum annual consumption of 205 thousand tons and a maximum of 220 thousand tons. Oxiteno S.A has a supply agreement with Braskem, valid until 2023, which establishes and regulates the conditions for supply of ethylene to Oxiteno based on the international market for this product. The minimum purchase is 22,050 tons of ethylene semiannually. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 30% of the current ethylene price for the quantity not purchased. The subsidiary has met the minimum purchase required since the beginning of the agreement. The estimated payment amount was calculated based on the acquisition price of ethylene at the end of 2013. (See Note 23.e).

(3)

The purchase obligation relates to long-term contracts under which Oxiteno is required to purchase a minimum amount of energy annually.

(4)

Tequimar has agreements with CODEBA — Companhia Docas do Estado da Bahia and Complexo Industrial Portuário Governador Eraldo Gueiros - in connection with its ports facilities in Aratu and Suape, respectively. Such agreements establish a minimum cargo movement of products (i) in Aratu, of 1,000,000 tons per year until 2016, and of 900,000 tons per year from 2017 to 2022, as well as (ii) in Suape, of 650,000 tons per year, until 2027, and of 400,000 tons per year in Suape in 2028 and 2029. If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement based on the port tariff rates on the date established for payment. As of December 31st, 2013, these rates per ton were R$ 5.79 for Aratu and R$ 1.38 for Suape. (See Note 23.e).

Additionally, some subsidiaries issued collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing). If a subsidiary is required to make any payment under these collaterals, this subsidiary may recover the amount paid directly from its customers through commercial collection. As of December 31st, 2013, Ultrapar and its subsidiaries did not have losses in connection with these collaterals. (See Note 14.k)

Vendor
	2013
Term	Less than 214 days
Maximum amount of future payments related to these guarantees	R$ 14.3 million

10.9. - Off-balance sheet items

How such items change or may change revenues, expenses, operating income, financial expenses or other items of the issuer’s financial statements

Contractual obligation included in “Item 10.8.b. Other off-balance sheet arrangements” would have the following effects on the Company’s net sales and services, costs, expenses, operating income and financial income (expenses), throughout the period of the contract.

(R$ million)	Estimated planned funding of pension and other post-retirement benefit obligations	Purchase obligations – raw materials	Purchase obligations – utilities	Minimum movement obligations – cargo
Net sales and services	-	-	-	-
Cost of sales and services	(68.5)	(2,884.0)	(53.9)	(62.1)
Gross profit	(68.5)	(2,884.0)	(53.9)	(62.1)
Operating expenses
Selling expenses	(125.5)	-	-	-
General and administrative expenses	(323.1)	-	-	-
Income from sale of assets	-	-	-	-
Other operating income, net	-	-	-	-
Operating income	(517.2)	(2.884.0)	(53.9)	(62.1)
Financial results	-	-	-	-

Nature and purpose of the transaction

See “Item 10.8.b. Other off-balance sheet arrangements”.

Nature and amount of obligations assumed by and rights conferred upon the issue due to the transaction

See “Item 10.8.b. Other off-balance sheet arrangements”.

10.10. - Discussion on the main elements of the issuer’s business plan:

Investments

Quantitative and qualitative description of the investments in progress and the estimated investments

Ultrapar continued, in 2013, its investment strategy oriented to grow volume and competitiveness, serving each time better an increasing number of customers. Ultrapar’s investments, net of disposals, totaled R$ 1,119 million, of which R$ 1,089 million were related to organic investments and R$ 29 million were related to acquisitions.

At Ipiranga, R$ 746 million were invested, of which (i) R$ 348 million in the expansion of its distribution network (through the conversion of unbranded service stations, the opening of new gas stations and new customers) and Jet Oil and am/pm franchises, focused on the Midwest, Northeast and North regions of Brazil, (ii) R$ 86 million in expanding its logistics infrastructure to support the growing demand, through the construction and expansion of logistics facilities, and (iii) R$ 312 million in the maintenance of its operations, mainly in the renewal of contracts of its distribution network and the renovation of service stations. Out of the total amount invested, R$ 758 million were related to property, plant, equipment and intangible assets, partially offset by R$ 12 million related to repayments from clients, net of financings to clients. At Oxiteno, the total investments in 2013 amounted to R$ 139 million, mainly directed to continue the expansion of the production capacity in Pasadena, United States, and in Coatzacoalcos, Mexico, and to the maintenance of its plants. Ultracargo’s investments totaled R$ 37 million in 2013, mainly allocated to the modernization and maintenance of its terminals. At Ultragaz, R$ 151 million were invested mainly in new clients in the bulk segment, replacement of bottles and maintenance of its bottling facilities.

Ultrapar's investment plan for 2014, excluding acquisitions, amounts to R$ 1,484 million, which demonstrates the continuity of good opportunities to grow through increased scale and productivity gains, as well as modernization of existing operations. At Ipiranga, we plan to invest (i) R$ 366 million to maintain the pace of expansion of its distribution network (through the conversion of unbranded service stations and the opening of new gas stations) and of am/pm and Jet Oil franchises, focused on the Midwest, Northeast and North regions of Brazil, (ii) R$ 121 million in the expansion of logistics infrastructure to support the growing demand, mainly through the construction of new logistics facilities, and (iii) R$ 400 million in the maintenance of its activities, mainly in the renewal of contracts of its distribution network and the renovation of service stations, and in the modernization of operations. Out of Ipiranga’s total investment budget, R$ 885 million refer to additions to property, plant, equipment and intangible assets, and R$ 2 million refer to financing to clients, net of repayments. Oxiteno plans to invest R$ 161 million in the expansion of its production capacity, mainly in the conclusion of the expansion in Coatzacoalcos, in Mexico, and in the potential expansion in Pasadena, in the United States. The expansion in Mexico is planned to be operational by 2014 and will add 30,000 tons per year of production capacity. Additionally, Oxiteno will invest R$ 83 million in enhancing the productivity and in the maintenance of its plants and IT systems. Ultracargo will invest mainly in the modernization, adjustment and maintenance of the infrastructure of its terminals and in the potential expansion of the Itaqui terminal, which is planned to start operating in 2015. At Ultragaz, investments will be focused mainly (i) on the construction of a filling plant in São Luis, in the state of Maranhão, (ii) on UltraSystem (small bulk), due to the perspective of capturing new clients and (iii) on the replacement and purchase of LPG bottles. At Extrafarma, investments will be directed to the opening of approximately 70 new drugstores, to the expansion of its infrastructure and to the maintenance of its activities.

ii.

Sources of financing investments

For further details on the sources of financing investments see “Item 10.1.d. Sources for financing working capital and investments in non-current assets” e “Item 10.1.e. Sources for financing working capital and investments in non-current assets to be used to in case of deficiencies in liquidity”.

iii.

Relevant disposals in process and forecasted disposals

None.

Disclosed acquisitions of plants, equipment, patents or other assets that may materially affect the issuer’s production capacity

At Oxiteno, the investments for 2014 include R$ 161 million to expansions, mainly in the conclusion of the expansion in Coatzacoalcos, in Mexico, and in the potential expansion in Pasadena, in the United States. The expansion in Mexico is planned to be operational by 2014 and will add 30,000 tons per year of production capacity.

c. New products and services

Oxiteno carries on a wide range of research and development activities, principally related to the application of specialty chemicals and improvements in production processes. As of December 31st, 2013, 124 employees of Oxiteno were engaged in research and development and engineering activities. Oxiteno’s research and development expenditures in 2013 and 2012 were R$ 28 million and R$ 24 million, respectively. In 2004, Oxiteno founded its own “Science and Technology Council”, with six of the world’s major specialists in surfactants as members. These specialists, with experience in the surfactant industry or in the academic environment in the US, Europe and Latin America, follow the trends and opportunities in the sector. Since 2004, the council, currently composed of five specialists, has met once a year in September in São Paulo to analyze Oxiteno’s research and development project portfolio, as well as the management methodology applied. Their recommendations enable Oxiteno to improve its research and development activities’ efficiency, as well as to broaden the reach of its partnerships with international entities.

Oxiteno’s investments in research and development have resulted in the introduction of 56 new applications for its products during the last three years. Oxiteno will continue to invest in research and development focused on developing new product applications to meet clients’ needs.

Ipiranga constantly develops specific initiatives for each segment in which it operates, such as the offering of supply and technical support at large clients’ facilities. In the urban service stations segment, the wide range of non-fuel products and services and the constant pursue of excellence have being contributing significantly to the increase in the number of consumers and the client-loyalty for its service stations. Additionally, the offer of convenience and services at the service stations aims at greater satisfaction to the customers, and therefore more value added. In addition to fueling its vehicles the consumer can also shop at am/pm convenience stores and at Ipirangashop.com and enjoy other services provided in many service stations of Ipiranga’s network. Besides filling in the tank of the vehicle, the consumer can also make purchases at convenience stores am/pm, of which approximately 280 include bakeries, in Ipirangashop.com and still enjoy other services installed in several service stations of the network. In another pioneer initiative, Ipiranga launched in 2009 the program “Km de Vantagens”, a loyalty program in the fuel industry that grants rewards and benefits to customers and resellers, currently with around 15 million participants, up 32% over 2012. Ipiranga’s Posto Ecoeficiente project (Eco-Efficient service station) is one of the differentiation initiatives that reflect Ultrapar’s innovation philosophy. It aggregates, in a single project, innovative solutions and sustainable technologies, in harmony with the profitability of the service station for the reseller. The Posto Ecoeficiente project involves solutions in the construction and operation of service stations that result in better use of resources, such as water and electricity, and reduction of wastage and residues. The Postos Ecoeficientes reached in 2013 the mark of 488 units spread over the Brazilian territory, in addition to 200 units under construction. In 2011, the company has diversified sales channels for products and services associated with the Ipiranga network, once again in innovative ways. A "digital offensive" was launched, transferring to the Internet the concept of multi-offers, well-known in its service station network. With this initiative, the Ipiranga portal (www.ipiranga.com.br) now integrates all initiatives into one digital sales platform. In 2011, through Posto Ipiranga na Web (Ipiranga service station on the web), the Posto Virtual (Virtual Station) concept was also launched, an innovative project that permits the sale of fuel credits over the Internet. The service provides more convenience for the average consumer and may serve as a fuel spending control tool, such as for small vehicle fleets or private drivers. In 2013, this initiative completed 2.5 years of operations, registering fuels credit purchases of more than 133,000 different customers. Other very successful initiative in 2011 was Jet Oil Motos, the first specialized lubricant oil changing and service network to serve an increasing motorcycle fleet. In 2012, among the initiatives of Ipiranga, we highlight the strengthening of Posto Virtual and the creation of ConectCar, in partnership with Odebrecht TransPort, a company to operate in the segment of electronic payment for tolls, parking and fuels. ConectCar started its operations in 2013 and brings innovation in the offering of services to the client. The chip installed on the vehicle windshield will allow the automatic opening of toll gates at lower costs, through a prepaid system and free tuition. Additionally, it can be used for fuels purchase. The client may buy the chip at Ipiranga’s service stations, using the points of the loyalty program Km de Vantagens. Among the initiatives launched in 2013, we highlight the creation of Ipiranga Frotas, a service for the remote control of the fleet, allowing the companies to control and monitor better its vehicle fleet. Another pioneer initiative in 2013 was the app Posto Ipiranga na Web, the first of its kind to be launched in Brazil. The app allows the user with a smartphone to purchase fuels credits, which was already possible through the Ipiranga website.

10.11. - Discussion on other relevant factors which affected the operational performance

No additional factors which significantly affect Ultrapar’s operational performance were identified.

ANNEX III – ALLOCATION OF NET EARNINGS

(According to annex 9-1-II of CVM Instruction 481/2009)

ANNEX III - ALLOCATION OF NET EARNINGS (According to Annex 9-1-II of CVM Instuction 481/2009)

ULTRAPAR PARTICIPAÇÕES S.A.

ANNEX 9-1-II
Allocation of net earnings

(in thousands of reais , except when otherwise mentioned)		Year ended 12/31/2013

1. Inform net earnings for the fiscal year		1,225,143

2. Inform the total amount of dividends and dividends per share, including prepaid dividends and interest on equity already declared1
Total amount		743,527
Amount per common shares (R$) - Interim dividends		0.66
Amount per common shares (R$) - Complementary dividends		0.71

3. Inform the percentage of distribution of net earnings for the fiscal year		61%

4. Inform the total amount of dividends and dividends per share based on the net earnings of previous years		-

5. Inform, deducting prepaid dividends and interest on equity declared:

a. The gross amount of dividends and interest on equity, individually, based on the number of shares of each type and class		-
Gross amount - Dividends common shares		389,494
b. Form and term of dividend and interest on equity payments		-
Form of payment		Debit account

Payment term		The dividends must be paid within 60 days following the date the dividend was declared, in average dividends are paid 15 working days after the approval of the Board of Directors

c. Any levy of monetary restatement and interest on dividends and interest on equity		-

d. Date of declaration of payment of dividends and interest on equity taken into account for identification of shareholders entitled to receive dividends and interest on equity		Notice to shareholders 02/19/2014


6. In the event of dividends or interest on equity declared based on net earnings with respect to semiannual balance sheets or shorter periods

a. Inform the total amount of dividends or interest on equity declared		354,032

b. Inform the date of the respective payments		08/16/2013

7. To provide a comparative table indicating the following per share value of each type and class2:

a. Net profit for the fiscal year and for the three (3) previous years3
Amount per common shares (R$) - 12/31/2013		2.28
Amount per common shares (R$) - 12/31/2012		1.89
Amount per common shares (R$) - 12/31/20114		1.58
Amount per common and preferred shares (R$) - 12/31/20104		1.42

b. Dividends and interest on equity distributed in the three (3) previous years

12/31/2012		627,424
Amount per common shares (R$) - Interim dividends		0.51
Amount per common shares (R$) - Complementary dividends		0.66

12/31/20114		525,402
Amount per common shares (R$) - Interim dividends		0.47
Amount per common shares (R$) - Complementary dividends		0.51

12/31/20104		428,764
Amount per common and preferred shares (R$) - Interim dividends		0.33
Amount per common and preferred shares (R$) - Complementary dividends		0.47

8. If there is destination of earnings to the legal reserve

a. Identify the amount allocated to legal reserve		61,257

b. Detail the method for the calculation of the legal reserve		Art. 193 - Law N° 6,404 - Of the net earnings for the fiscal year, 5% will be allocated, prior to any other destination, to the legal reserve, which shall not exceed 20% of the share capital.

9. If the company has preferred shares entitled to receive fixed or minimum dividends

a. Describe the method for calculation of fixed or minimum dividends		-

b. Inform whether the net earnings for the fiscal year is sufficient to fully pay fixed or minimum dividends		-

c. Identify if any unpaid portion is cumulative		-

d. Identify the total amount of fixed or minimum dividends to be paid with respect to each class of preferred shares		-

e. Identify fixed or minimum dividends to be paid with respect to each class of preferred shares		-

10. With respect to the mandatory dividend

a. Describe the method for calculation set in the bylaw		Bylaw - Art. 55 - item b) 50% (fifty percent) of adjusted net income to pay mandatory dividends to shareholders, offsetting the semi-annual and interim dividends that may have been declared.

b. Inform if the dividend is being fully paid		Yes

c. Inform to amount eventually retained		-


11. In the event of retained mandatory dividend due to the Corporation’s financial condition

a. Inform the retained amount		-

b. Describe, in details, the Company’s financial condition, including any aspects relating to the liquidity analysis, working capital and positive cash flow		-

c. Justify the retaining of dividend		-

12. In the event of destination of the net earnings to the contingency reserve

a. Identify the amount allocated to the reserve		-

b. Identify any probable loss and the reason therefore		-

c. Explain why the loss is considered probable		-

d. Justify the establishment of the reserve		-

13. In the event of destination of the net earnings to the unrealized profit reserve

a. Identify the amount allocated to the profit reserve		-

b. Inform the nature of unrealized profits which originated the reserve		-

14. In the event of destination of the net earnings to statutory reserve5

a. Describe the statutory clauses which establish the reserve		Bylaw - Art. 55 - item c)

b. Identify the amount allocated to the reserve6		420,826

c. Describe how the amount was calculated		At the proposal of the management bodies, up to 45% (forty five percent) of adjusted net income will be used to create a reserve for investments, in order to preserve the integrity of corporate assets and strengthen the Company’s capital, allowing new investments, up to 100% (hundred percent) of it's capital, observing that the balance of this reserve, added to the balances of other profit reserves, except for unrealized profits reserves and reserves for contingencies, not exceeding 100% (hundred percent) of it's capital, and once reached that limit, the Board of Directors may decide on the application of the excess in the capital increase or the distribution of dividends.

15. In the event of retention of profits under the capital budget

a. Identify the amount retained		-

b. Provide a copy of the capital budget		-


16. In the event of destination of the net earnings to the tax incentive reserve

a. Identify the amount allocated to the reserve		-

b. Explain the nature of the destination		-

1	The values presented in item 2 include the amount indicated in item 6, as well as the amount of R$ 389,494 thousand, according to declared dividends approved by the Board of Directors of the Company on 02.19.2014, which were paid to shareholders from 03.12.2014 onwards.

2	The information for the years 2012, 2011 and 2010 are shown in accordance with the standards prevailing by that time, thus they were not changed by the adoption of IAS 19 Revised (CPC 33 (R2)) - "Employee Benefits".

3	Number of shares used for the earnings per share calculation does not include treasury shares of the Company.

The per share values consider the stock split at a ratio of 1 (one) share to 4 (four) shares of the same class and type approved at the Extraordinary Shareholders’ Meeting held on 02.10.2011. In addition, from 08.17.2011, each preferred share issued by the Company was converted into an ordinary share, as approved by the Extraordinary Shareholders’ Meeting held on 06.28.2011.

5	Investments statutory reserve made in accordance with Article 194 of The Brazilian Corporate Law and item c of Article 55 of the Company's Bylaws in order to preserve the integrity of corporate assets and strengthen the Company's capital, allowing new investments.

6	Includes the realization of revaluation reserve in the amount of R$ 467 thousand. Additionally, the adoption of IAS 19 (CPC 33(R2)) - Employee benefits net effects in the amount of R$ 2,994 thousand were allocated to the investments statutory reserve.

ANNEX IV – MANAGEMENT AND FISCAL COUNCIL COMPENSATION PROPOSAL

ANNEX IV - MANAGEMENT AND FISCAL COUNCIL COMPENSATION PROPOSAL;

ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company

CNPJ nº 33.256.439/0001- 39

NIRE 35.300.109.724

Management and Fiscal Council Compensation Proposal

A - Management compensation proposal

The proposal for the global maximum annual limit of the Management compensation for the period between May 2014 and April 2015, excluding the stock-based compensation plan and post-retirement benefits, is R$ 5,000,000.00 (five million Reais) for the members of the Board of Directors and R$ 35,500,000.00 (thirty five million five hundred thousand Reais) for the Company’s Statutory Officers, amounting to R$ 40,500,000.00 (forty million five hundred thousand Reais).

The amount proposed is 14% higher than that approved at the Annual Shareholders’ Meeting held on April 10th, 2013, for the period between May 2013 and April 2014, due to the addition of a member to the Executive Board and to the provision for the Chief Executive Officer’s long-term variable compensation plan

The global compensation effectively recognized between May 2013 and April 2014, excluding the stock-based compensation plan and post-retirement benefits, was 5% lower than the amount approved in 2013

B - Compensation proposal for the members of the Fiscal Council

The proposal for the global compensation of the members of the Fiscal Council for the term of their mandates (between May 2014 and April 2015 ) is R$ 50,520.00 (fifty thousand five hundred and twenty Reais) monthly, with a monthly payment of R$ 14,700.00 (fourteen thousand seven hundred Reais) to the chairman of the Fiscal Council and R$ 13,700.00 (thirteen thousand seven hundred Reais) to the other effective members¹.

The amount proposed is 8% higher than the amount approved at the Annual Shareholders’ Meeting held on April 10th, 2013, for the period between May 2013 and April 2014. The global compensation effectively recognized between May 2013 and April 2014 for the members of the Fiscal Council was in line with the amount approved.

For further information, including compensation policy or practice, about the compensation of the Board of Directors, Statutory and non-Statutory Officers and Fiscal Council, see annex V or item 13 – Management compensation. We highlight that the amounts included in this compensation proposal differ from those of annex V as a result of non-corresponding reference periods between the documents.

¹Montlhy individual compensation for members of the Fiscal Council does not include charges on payroll

ANNEX V – ITEM 13 OF THE REFERENCE FORM

ANNEX V - INFORMATION ABOUT THE MANAGEMENT COMPENSATION, UNDER THE TERMS OF ITEM 13 OF THE REFERENCE FORM;

13.	Management compensation

13.1.

Compensation policy or practice for the Board of Directors, Statutory and non-statutory Officers and Fiscal Council

Purpose of the compensation policy or practice

The purposes of Ultrapar’s compensation policy and practices are (i) to align the interests between executives and shareholders, based on the principle of sharing risks and returns, (ii) to converge individual goals to the Company’s strategy, and (iii) to recognize the contribution and retain professionals, based on market references.

Following these principles, Ultrapar adopts a differentiated and competitive compensation plan, a plan that includes the use of value creation metrics to establish variable compensation targets, differentiated benefits to executives and a stock ownership plan.

Compensation composition

Description and purpose of each compensation component

Board of Directors

Fixed compensation: a monthly amount, in order to follow the market standards, composed exclusively by compensation and contribution to the social security, in order to remunerate the responsibility and complexity inherent to the position. The Chairman and the Vice Chairman earn a higher amount than other directors as a result of the positions held.

Compensation for the participation in specialized committees: a monthly amount, equivalent to 1/3 of the Director’s compensation, independent of the position held in the Board of Directors. If a Director is appointed for more than one specialized committee, the monthly amount is equivalent to 50% of the Director’s compensation.

Variable compensation: not practiced.

Fiscal Council

Fixed compensation: a monthly amount approved by shareholders in the annual meeting, composed exclusively by compensation and contribution to the social security, in order to remunerate the responsibility and complexity inherent to the position. The compensation of each member of the Fiscal Council must be equal to at least 10% of the average salary of the Statutory Officers. The President earns a higher amount than other members as a result of the position held.

Variable compensation: not practiced.

Officers

Fixed compensation (salary and direct and indirect benefits): a monthly amount paid with the purpose of remunerating the responsibility and complexity inherent to each position, the individual contribution and the experience of each professional. The fixed compensation of Officers includes salaries, contribution to social security, vacation bonus, thirteenth salary, health care plan (medical and dental), group life insurance and physical check up, among others. The direct and indirect benefits are intended to follow the practices adopted by the market and to recognize the individual contribution.

Short-term variable compensation: an annual amount paid in order to align the interests of the executives with those of the Company. This amount is linked to (i) the businesses performance, which is measured through the Economic Value Added (EVA®) metric, and (ii) the achievement of annual individual goals established based on the strategic planning and focused on expansion and operational excellence projects, people development and market positioning, among others.

Long-term variable compensation: the purpose of this portion is to align long-term interests of executives and shareholders and to retain executives. The previous program had been effective from 2006 to 2011, with payment in 2012 after verified the achievement of the established goals. In February 2014, a similar program was established for the CEO of Ultrapar.

Share ownership compensation plan: the purpose of the stock ownership plan is to align long-term interests of executives and shareholders and to retain executives. Since 2003 Ultrapar has adopted a stock ownership plan under which the executive receives the beneficial ownership of shares held in treasury for a period of 5 to 10 years, after which the ownership of the shares is effectively transferred, provided that the relationship between the executive and the Company or its subsidiaries has not been interrupted. Participation in the stock ownership plan derives from the function of the executive’s performance, the expectations of future contribution and long-term retention aiming at materializing projects and future results.

Post-retirement benefit: aiming at encouraging long-term savings, since 2001 Ultrapar has offered a defined contribution managed by Ultraprev – Associação de Previdência Complementar. Under the terms of this plan, the basic contribution of each executive is calculated by the application of a percentage of his or her salary. Ultrapar contributes, on behalf of the executive, with an amount equal to his or her basic contribution up to the limit of 11% of his or her reference salary. In addition, besides the contribution to the Severance Pay Fund, Ultrapar established in 2010 a planned retirement policy with the purpose of preparing the executive for his or her retirement and to structure succession plans in the Company. The post-retirement benefit resulting from this policy mainly consists in an additional compensation for the termination of the employment relationship by the initiative of the Company. The CEO is not eligible to this retirement policy.

ii.

Proportion of each component in overall compensation

The table below presents the proportion of each component in the overall management compensation in 2013, segregated as described in Item 13.2.

	% in relation to overall compensation paid as
Body	Fixed compensation	Variable compensation	Post- retirement benefit	Benefits due to the interruption in the exercise of the position	Stock-based compensation	Total

Board of Directors	100%	0%	0%	0%	0%	100%

Fiscal Council	100%	0%	0%	0%	0%	100%

Statutory Officers	40%	39%	9%	0%	12%	100%

iii.

Calculation and adjustment methodology for each compensation component

Board of Directors

Fixed compensation: annually reviewed based on market assessments.

Fiscal Council

Fixed compensation: annually reviewed based on the compensation of the Statutory Officers. See “Item 13.1.b.i. Description and purpose of each compensation component.”

Officers

Officers’ fixed and short-term variable compensation is set out based on reference to the relevant market, taking into consideration a methodology that attributes value to the position according to factors such as the required expertise, problem solving ability and impact on earnings. The sum of the fixed and short-term variable portions aims at reaching the third quartile of the market in the event of the achievement of 100% of the targets established for variable compensation.

Fixed compensation: annually reviewed based on market practices, identified through salary surveys, as well as the evolution of the professional’s experience and responsibility. Benefits are based on market references.

Short-term variable compensation: grounded on the concept of profit sharing, this component is calculated based on the Company’s economic performance and on the individual performance, together resulting in a salary multiple. Business performance is measured in relation to economic value added (EVA®) growth targets established for 3 to 4-year periods and annually verified. The individual performance is assessed based on the adherence to annual targets established in accordance with the strategic planning.

Long-term variable compensation: a variable compensation based on the performance of the Company’s shares, calculated by the evolution of the value of the share at the end of 2012 compared to the value at the end of 2017. Such compensation shall be payable in three installments, from 2018 to 2020, if the share value of Ultrapar, at the end of 2017, is higher than a pre-established minimum level, reflecting the goal of more than doubling the value of the Company's share in five years.

Share ownership compensation plan: the amount of shares to be granted to the executives is annually defined by the Board of Directors, and the value attributed to such grant corresponds to the Company’s share price at the granting date. The effect recognized in net earnings corresponds to the total amount of the shares granted accrued over the beneficial ownership period.

Post-retirement benefit: reflects the executive’s period in the Company, age and fixed compensation.

iv.

Reasons supporting the composition of the compensation

The Company’s compensation strategy combines short and long-term elements according to the principles of alignment of interests and maintenance of a competitive compensation, in order to retain and adequately compensate our executives in accordance with their responsibilities and the value created for the Company and its shareholders.

Key performance indicators for establishing each compensation component

Fixed compensation: the responsibility and complexity inherent to the position, the experience of the professional and market practices.

Short-term variable compensation: EVA® growth targets established for each business and for Ultrapar and achievement of individual targets.

Long-term variable compensation: the evolution of Ultrapar’s share value.

Share compensation plan: evolution of performance and accomplishment of individual goals throughout the years and expectation of future contribution to the Company’s goals.

Post-retirement benefit: not linked to performance indicators.

How compensation is structured to reflect the evolution of performance indicators

Fixed compensation: from periodic performance assessments.

Short-term variable compensation: evolution linked to the progression of the Company’s results under the concept of economic value added (EVA®), subject to the achievement of a minimum pre-set level.

Long-term variable compensation: the amount correspondent to the program effective between 2012 and 2017 (see “Items 13.1.b.i. and 13.1.b.iii”) will be a function of the achievement of the established minimum target linked to the Company’s share price appreciation.

Share compensation plan: the potential benefit associated with the stock ownership plan will be vested if the executive remains in the Company in the long term, thus committing to sustained value generation.

Relationship between the compensation policy or practice and the interests of the Company

Ultrapar’s compensation policy and practices aim at short and long-term alignment with the interests of shareholders. Short-term and long-term variable compensation, which is a material portion of the overall compensation, is linked to economic value added growth targets, what is the main interest of shareholders. Variable compensation also strengthens the focus of the executives to the adherence to the strategic growth plan approved by the Board of Directors, with short-term compensation being linked to annual growth goals of value generation and long-term compensation being directly linked to the evolution of the Company’s market value. The stock ownership plan turns executives into shareholders of the Company and is a strong element for aligning long-term interests.

Existence of compensation supported by subsidiaries, controlled companies or direct or indirect controlling companies

The whole compensation of Ultrapar’s Statutory Officers is supported by its subsidiaries or controlled companies, as a result of their activities as managers of such companies. For a breakdown of the amounts supported by each subsidiary or controlled company and the nature of such payments, see “Item 13.15. Amounts recorded in the results of the Company’s direct or indirect controlling companies, companies

under common control and subsidiaries, as compensation payable to the members of the Company’s Board of Directors, Fiscal Council and Statutory Officers.”

Existence of any compensation or benefit linked to the occurrence of any specific corporate event, such as the transfer of the issuer’s shareholding control

There is no compensation or benefit linked to the occurrence of corporate events.

Regarding the long-term variable compensation, in the event of the consolidation of the controlling interest of the Company prior to the end of 2017 and it is verified that the pre-established minimum level was accomplished at the date of consolidation, then the compensation will be paid in advance.

13.2.

Compensation recognized in the results of2011, 2012, 2013 and estimated for the fiscal year 2014 to the members of the Board of Directors, the Fiscal Council and the Statutory Officers

Compensation recognized in the fiscal year 2011

	Board of Directors	Fiscal Council	Statutory Officers	Total
	(in thousands of reais, except for the number of members)

Number of members1	8.67	5.00	6.00	19.67

Annual fixed compensation	3,172.8	777.6	10,570.7	14,521.0
Salary	2,644.0	648.0	6,335.9	9,627.9
Direct and indirect benefits	-	-	1,786.9	1,786.9
Participation in committees	-	-	-	-
Others²	528.8	129.6	2,447.9	3,106.3
Variable compensation	-	-	32,052.6	32,052.6
Bonus	-	-	-	-
Profit sharing	-	-	7,108.0	7,108.0
Participation in meetings	-	-	-	-
Commission	-	-	-	-
Others³	-	-	24,944.7	24,944.7
Post-retirement benefit	-	-	1,946.1	1,946.1
Benefits due to the interruption in the exercise of the position	-	-	-	-
Stock-based compensation	-	-	3,232.2	3,232.2

Total compensation	3,172.8	777.6	47,801.6	51,752.0

¹ Number of members according to CVM Official Letter/1/2014.

² Includes social charges under the employer’s responsibility (National Institute of Social Security – INSS), according to CVM Official Letter/1/2014.

³ Amount relates to long-term variable compensation plan. See “13.1.b.i. Description and purpose of each compensation component” and “13.1.b.iii. Calculation and adjustment methodology for each compensation component”.

The higher amount recognized in 2011 results was mainly derived from the long-term variable compensation plan of the Statutory Officers related to the five years period between 2006 and 2011, whose objective was to more than double the value of the Company’s share in these five years. Between December 31, 2006 and December 31, 2011 Ultrapar’s shares’ appreciation surpassed the above mentioned goal of value creation to shareholders, presenting a 161% appreciation, as a result of its businesses performance, earnings growth and the planning and execution capability of its strategy. The amounts recognized in 2010 and 2011 for the long-term variable compensation plan were paid in 2012.

Compensation recognized in the fiscal year 2012

	Board of Directors	Fiscal Council	Statutory Officers	Total
	(in thousands of reais, except for the number of members)

Number of members1	9.00	3.67	6.00	18.67

Annual fixed compensation	3,798.4	597.9	11,491.5	15,887.8
Salary	2,944.0	498.3	6,906.0	10,348.3
Direct and indirect benefits	-	-	1,942.7	1,942.7
Participation in committees	221.3	-	-	221.3
Others²	633.1	99.7	2,642.8	3,375.6
Variable compensation	-	-	10,503.4	10,503.4
Bonus	-	-	-	-
Profit sharing	-	-	10,503.4	10,503.4
Compensation for the participation in meetings	-	-	-	-
Commission	-	-	-	-
Others	-	-	2,509.2	2,509.2
Post-retirement benefit	-	-	-	-
Benefits due to the interruption in the exercise of the position	-	-	-	-
Stock-based compensation	-	-	3,337.0	3,337.0

Total compensation	3,798.4	597.9	27,841.1	32,237.4

¹ Number of members according to CVM Official Letter/1/2014.

² Includes social charges under the employer’s responsibility (National Institute of Social Security – INSS), according to CVM Official Letter/1/2014.

The lower amount recognized in 2012, compared with 2011, is mainly derived from the termination of the long-term variable compensation plan of the Statutory Officers related to the five years period between 2006 and 2011, whose objective was to more than double the value of the Company’s share. The amounts related to this plan were provisioned in 2010 and 2011 and paid in 2012, as a result of the accomplishment of the established target.

Compensation recognized for the fiscal year 2013

	Board of Directors	Fiscal Council	Statutory Officers	Total
	(in thousands of reais, except for the number of members)

Number of members1	9.00	3.00	6.00	18.00

Annual fixed compensation	4,055.6	549.5	12,147.3	16,752.3
Salary	3,019.7	457.9	7,295.5	10,773.1
Direct and indirect benefits	-	-	2,043.4	2,043.4
Participation in committees	211.9	-	-	211.9
Others	824.0	91.6	2,808.3	3,723.9
Variable compensation	-	-	11,838.2	11,838.2
Bonus	-	-	-	-
Profit sharing	-	-	11,838.2	11,838.2
Compensation for the participation in meetings	-	-	-	-
Commission	-	-	-	-
Others	-	-	-	-
Post-retirement benefit	-	-	2,599.6	2,599.6
Benefits due to the interruption in the exercise of the position	-	-	-	-
Stock-based compensation	-	-	3,641.8	3,641.8

Total compensation	4,055.6	549.5	30,226.8	34,831.9

¹ Number of members according to CVM Official Letter/1/2014.

² Includes (i) the donation of the compensation of a member of the Board of Directors to a charity indicated by him and (ii) social charges under Company’s responsibility (National Institute of Social Security – INSS) according to CVM Official Letter/1/2014.

Provided compensation for the fiscal year 2014

	Board of Directors	Fiscal Council	Statutory Officers	Total
	(in thousands of reais, except for the number of members)

Number of members1	9.00	3.00	6.92	18.92

Annual fixed compensation	4,391. 1	591.0	14,836. 0	19,818. 1
Salary	3,183. 6	492.5	8,809. 2	12,485.3
Direct and indirect benefits	-	-	2,659. 3	2,659. 3
Participation in committees	259.6	-	-	259.6
Others	947.9	98.5	3,367.5	4,413. 9
Variable compensation	-	-	16,815. 2	16,815. 2
Bonus	-	-	-	-
Profit sharing	-	-	13,752. 7	13,752. 7
Compensation for the participation in meetings	-	-	-	-
Commission	-	-	-	-
Others³	-	-	3,062.5	3,062.5
Post-retirement benefit	-	-	2,643. 2	2,643. 2
Benefits due to the interruption in the exercise of the position		-	-	-
Stock-based compensation	-	-	5,782.9	5,782.9

Total compensation	4,391. 1	591.0	40,077.4	45,059.5

¹ Number of members according to CVM Official Letter/1/2014.

3 Long-term variable compensation. See 13.1.b.iii. Methodology of calculation and readjustment of each of the elements of remuneration ".

13.3.

Variable compensation in the fiscal years of 2011, 2012, 2013 and estimated compensation for the fiscal year 2014 of the Board of Directors, the Fiscal Council and the Statutory Officers

	Board of Directors	Fiscal Council	Statutory Officers
(in thousands of reais, except for the number of members)

Number of members 2011	8.67	5.00	6.00
Number of members 2012	9.00	3.67	6.00
Number of members 2013	9.00	3.00	6.00
Number of members 2014	9.00	3.00	6.92
Related to Bonus:
Minimum amount set out in the compensation plan	N/A	N/A	N/A
Maximum amount set out in the compensation plan	N/A	N/A	N/A
Amount set out in the compensation plan, upon achievement of the targets established	N/A	N/A	N/A
Amount effectively recognized results	N/A	N/A	N/A
Related to profit sharing:
Minimum amount set out in the compensation plan	N/A	N/A	Zero
Maximum amount set out in the compensation plan	N/A	N/A	Ps¹
Amount set out in the compensation plan for 2011, upon achievement of the goals established	N/A	N/A	9,918.6
Amount effectively recognized in 2011 results	N/A	N/A	7,108.0
Amount set out in the compensation plan for 2012, upon achievement of the goals established	N/A	N/A	10,918.0
Amount effectively recognized in 2012 result	N/A	N/A	10,503.4
Amount set out in the compensation plan for 2013, upon achievement of the goals established	N/A	N/A	11,169.6
Amount to be recognized in 2013 result	N/A	N/A	11,838.2
Amount set out in the compensation plan in 2014, upon achievement of the goals established	N/A	N/A	13,752.7
Amount to be recognized in 2014 result	N/A	N/A	13,752.7

¹ For the portion related to individual performance, the evaluation typically ranges from 80% to 120% of the established targets. As for the portion related to financial performance, the evaluation is directly linked to the value created in the year, as measured by EVA®. Therefore, there is no maximum value foreseen or approved in the compensation plan. If the targets established for 2014 are met, we estimate the amount of R$ 13,752.7 thousand as profit sharing.

13.4.

Description of the share compensation plan for the Statutory Officers

a.	General terms and conditions

Since 2003 Ultrapar has adopted a stock ownership plan under which the executive has the beneficial ownership of shares held in treasury for a period of 5 to 10 years, after which the ownership of the shares is effectively transferred, provided that the relationship between the executive and the Company or its subsidiaries has not been interrupted. The amount of shares and the selected executives are set by the Board of Directors, with no obligation of an annual grant. The total amount of shares to be used in the stock ownership plan is subject to the existence of such shares in treasury. Ultrapar’s Board of Directors does not have a stock ownership plan.

Ultrapar does not have an active stock ownership option plan.

b.	Primary purposes of the plan

See “Item 13.1.e. Relationship between the compensation policy or practice and the interests of the Company”.

c.	How the plan contributes to the achievement of the purposes

See “Item 13.1.e. Relationship between the compensation policy or practice and the interests of the Company”.

d.	How the plan fits into the Company’s compensation policy

See “Item 13.1.e. Relationship between the compensation policy or practice and the interests of the Company”.

e.	How the plan aligns the management’s and Company’s interests

See “Item 13.1.e. Relationship between the compensation policy or practice and the interests of the Company”.

f.	Maximum number of shares

The total number of shares to be granted under the stock ownership plan is subject to the existence of such shares in treasury. Currently, the number of shares held in treasury is 7,821,556. For information on the shares already granted to the Company’s Statutory Officers, see “Item 13.6. Share compensation plan - information on shares granted to the Statutory Officers”.

g.	Maximum number of options to be granted

Not applicable.

h.	Conditions for acquisition of shares

Shares are granted to executives in amounts previously set out by the Board of Directors. These shares will remain in treasury for a period that may range from 5 to 10 years, a period in which the executive has only the beneficial ownership of the shares. The obtainment of the effective ownership of the shares

depends on the completion of the mentioned term and on the maintenance of the relationship between the executive and the Company or its subsidiaries during such period.

i.	Criteria for setting the acquisition or exercise price

Not applicable.

j.	Criteria for setting the exercise period

Not applicable.

k.	Settlement method

Not applicable.

l.	Restrictions to the transfer of shares

The shares granted to executives remain in the Company’s treasury for a term that can range from 5 to 10 years, period in which the executive holds the beneficial ownership of such shares, but not their effective ownership. Shares can only be freely traded after the termination of the mentioned term and, therefore, upon the obtainment of the effective ownership of the shares. See “Item 13.6. Share compensation plan – information on shares granted to the Statutory Officers.”

m.	Criteria and events which, upon verification, will trigger suspension, modification or cancellation of the plan

Not applicable.

n.	Effects of the withdrawal of a member from the Company’s management bodies on the rights set forth in the share compensation plan

The achievement of the effective ownership of the shares is subject to the maintenance of the professional relationship between the executive and the Company or its subsidiaries during the period established in the contract.

13.5.

Number of shares and any other securities convertible into shares issued by the Company, its direct or indirect controlling shareholders, controlled companies or companies under common control, whether directly or indirectly by members of the Board of Directors, the Fiscal Council or the Statutory Executive Officers

The table below presents the direct or indirect shares held by the current members of the Board of Directors, the Fiscal Council and the Statutory Officers as of December 31st, 2013.

	Total	%
	(em unidades)

Board of Directors	57,085,896	10%
Direct participation	754,592	0%
Indirect participation	56,331,304	10%
Through Ultra S.A.1	56,331,304	10%
Fiscal Council	-	0%
Direct participation	-	0%
Indirect participation	-	0%
Statutory Officers	1,333,101	0%
Direct participation	1,333,101	0%
Indirect participation	-	0%
Total	58,418,997	11%

Shares representing the capital	544,383,996	100%

¹ Shares issued by Ultrapar owned indirectly by a member of the Board of Directors through participation in Ultra S.A.capital.

On January 31st, 2014 the Extraordinary General Meetings of Ultrapar and Extrafarma approved the incorporation by Ultrapar of all shares issued by Extrafarma was approved by the Extraordinary General Meetings of Ultrapar and Extrafarma. As a consequence, 12,021,100 new common registered shares, with no par value of the Company were issued, increasing the number of shares of capital stock to 556,405,096 shares. Of the new shares issued, 1,717,300 shares were delivered to Mr. Paulo Correa Lazera, that became a member of Ultrapar’s executive board on the same date.

On the same date, 14 subscription warrants were issued in favor of the shareholders of Extrafarma under the context of the merger of shares. Such subscription warrants, if exercised, may lead to the issuance of up to 4,007,031 new shares of Ultrapar in the future. Of the subscription warrants issued, 2 were delivered to Mr. Paulo Correa Lazera that, if exercised, may lead to the issuance of up to 572,433 shares in the future.

Additionally, until the current date, 188,400 shares were granted in 2014 to Statutory Officers of Ultrapar. Changes in Ultrapar’s ownership breakdown occurred after December 31st, 2013 are not included in the table above.

13.6.

Share compensation plan - information about shares granted to the Statutory Officers

Since 2003, Ultrapar has adopted a stock ownership plan to the Statutory Officers and the non-statutory officers under which the executive has the beneficial ownership of shares held in treasury for a period of 5 to 10 years, after which the ownership of the shares is effectively obtained, provided that the relationship between the executive and the Company or its subsidiaries has not been interrupted. Ultrapar’s Board of Directors does not have a stock ownership plan. In addition, Ultrapar does not have an active stock option plan. The table below presents a summary of the information on shares granted to Statutory Officers by December 31, 2013:

Body

Statutory Officers

Number of members

6.00

Granting date1

18-dec-03

4-oct-04

14-dec-05

9-nov-06

12-dec-07

8-oct-08

16-dec-09

10-nov-10

7-nov-12

Number of shares granted2

239,200

94,300

20,000

133,600

100,000

496,000

40,000

140,000

70,000

Period for the share effective ownership to be transferred

nov-2013

sep-2014

nov-2015

oct-2016

1/3 in nov-2012

1/3 in sep-2013

1/3 in nov-2014

1/3 in oct-2015

1/3 in oct-2017

1/3 in nov-2013

1/3 in sep-2014

1/3 in nov-2015

1/3 in

oct-2016

1/3 in

oct-2018

1/3 in nov-2014

1/3 in sep-2015

1/3 in nov-2016

1/3 in

oct-2017

1/3 in

oct-2019

Price assigned to the shares granted (R$)2

7.58

10.20

8.21

11.62

16.17

9.99

20.75

26.78

42.90

1 Includes shares granted from 2004 to 2008 to certain officers who were not Statutory Officers at the granting date

2 The number and the price of shares granted were adjusted to reflect the stock split of the shares issued by the Company at a ratio of 1 existing share to 4 shares approved by extraordinary general meeting in February 10th, 2011.

Additionally, until the current date, 188,400 shares were granted in 2014 to Statutory Officer. In addition to this, assuming that the amount of shares granted follows the average of the shares granted in the last years, we estimate that approximately 150 thousand additional shares will be granted to Statutory Officers in 2014.

13.7.

Stock options outstanding

Ultrapar does not have a stock option plan opened.

13.8.

Stock options exercised and shares granted in connection with the share remuneration plan of the Statutory Officers

In 2011, no beneficial ownership of shares was granted to the Statutory Board´s members and there was no transfer of the effective ownership of shares. In 2012, (i) the beneficial ownership of 70,000 shares was granted to Statutory Officers and (ii) the effective ownership of 33,344 shares was transferred to Statutory Officers, related to shares with beneficial ownership granted in 2007. In 2013, the effective ownership of 437,856 shares was transferred Statutory Officers, related to shares with beneficial ownership granted in 2003, 2007 and 2008. Additionally, Ultrapar does not have an opened stock option plan.

13.9.

Information necessary for the understanding of items 13.6 to 13.8

The price assigned to the shares granted corresponds to the Company’s share price at the granting date, retroactively adjusted to reflect the stock split of the shares issued by the Company at a ratio of 1 existing share to 4 shares approved by extraordinary general meeting in February 10th, 2011. Ultrapar does not have an active stock option plan.

13.10.

Pension plans of the members of the Board of Directors and Statutory Officers

Body	Board of Directors	Statutory Officers

Number of members	9.00	6.00
Name of the Plan	N/A	ULTRAPREV – Associação de Previdência Complementar – Defined Contribution Plan
Number of members who qualify for retirement¹	N/A	4
Conditions for early retirement	N/A	- 55 years old - Minimum 5 years of employment with the sponsor - Minimum 5 years of participation in the plan - Termination of employment with the sponsor
Adjusted amount of the accumulated contributions to the private pension plan until the end of the last fiscal year, reduced by the portion related to contributions made directly by the members ² (in thousand of reais)	N/A	4,137.7
Accumulated total amount of the contributions made during the last fiscal year, reduced by the portion related to the contributions made directly by the members (in thousand of reais)	N/A	804.9
Possibility and conditions for early redemption	N/A	The plan includes an option of redemption upon termination of employment, even if not all conditions for retirement are met

¹ Managers who meet the conditions of age, period of employment and period of participation in the plan. Termination of employment is required for retirement. ² Total amount of the contributions made by the sponsor since adhesion to the plan, plus return.

13.11.

Maximum, minimum and average compensation of the Board of Directors, Fiscal Council and Statutory Officers in 2011, 2012 and 2013

2011
Body	Statutory Officers	Board of Directors	Fiscal Council

	(in thousands of reais, except for the number of members)
Number of members	6.00	8.67	5.00
Highest individual compensation	5,201.5	1,080.0	162.3
Lowest individual compensation	2,456.9	244.8	151.0
Average individual compensation	3,809.5	366.0	155.5

2012
Body	Statutory Officers	Board of Directors	Fiscal Council

	(in thousands of reais, except for the number of members)
Number of members	6.00	9.00	3.67
Highest individual compensation	6,560.8	1,176.0	177.4
Lowest individual compensation	3,009.2	266.4	168.2
Average individual compensation	4,640.2	392.5	162.9

2013
Body	Statutory Officers	Board of Directors	Fiscal Council

	(in thousands of reais, except for the number of members)
Number of members	6.00	9.00	3.00
Highest individual compensation	6,588. 9	1,279. 3	192.1
Lowest individual compensation	3,390. 3	289.2	178.7
Average individual compensation	5,037.8	422.4	183.2

The information relating to Statutory Officers excludes the long-term variable compensation plan, related to the five years period between 2006 and 2011, which was recorded in 2010 and 2011 and paid in 2012. This compensation was the result of the value of the share at the end of 2011, which surpassed the objective of more than doubling the value of the share between 2006 and 2011, generating significant returns to Ultrapar’s shareholders. If the amount recorded in 2011 related to the long-term variable compensation was included, the amount of the highest, average and lowest compensations of the Statutory Officers would be R$ 18,060 thousand, R$ 7,967 thousand and R$ 4,257 thousand in 2011.

The lowest individual compensations of the Board of Directors in 2011 and of the Fiscal Council in 2012 exclude the members who remained in office for less than 12 months in the respective management bodies.

13.12.

Agreements, insurance policies or other instruments that provide for compensation or indemnification mechanisms for the management in the event of removal from position or retirement

In addition to the contribution to the Severance Pay Fund, Ultrapar implemented in 2010 a planned retirement policy in order to prepare each executive to retirement and to structure succession plans in the Company. The post-retirement benefit resulting from this policy, mainly consists in an additional compensation for the termination of the employment relationship by the initiative of the Company, equivalent to 0.5 of the monthly salary for each year of relationship with the Company, up to 9 monthly salaries. The CEO is not eligible to this policy.

13.13.

Percentage of the overall compensation payable to each body recognized in the Company’s results related to the members of the Board of Directors, the Fiscal Council or the Statutory Officers who are related parties of the controlling shareholders

Prior to the Conversion, Ultra S.A. held 66% of the Company’s common shares. After the Conversion, Ultra S.A. became holder of 24% of Ultrapar’s common and total capital. As a result, Ultrapar no longer has a controlling shareholder as defined in Article 116 of the Brazilian Corporate Law. However, on August 16th, 2011, Ultra S.A. signed a participation contract with BM&FBOVESPA as the shareholder that exercises the control of the Ultrapar, as defined in the Novo Mercado regulation. On January 31st, 2014, Ultra S.A. held 22% of the shares of Ultrapar.

The percentage of the compensation of members of the Board of Directors and of the Statutory Officers who are related parties of Ultra S.A. Participações on the overall compensation paid to such bodies were 56% and 38%, respectively, in 2011, 55% and 24%, respectively, in 2012 and 63% and 0%, respectively, in 2013. The difference between 2013 and 2012 is due to the succession of Ultrapar’s Chief Executive Officer on January 1st, 2013, when the Chief Executive Officer until December 31, 2012 became a member of the Board of Directors.

13.14.

Amounts recognized in the Company’s results as compensation to members of the Board of Directors, the Fiscal Council or the Statutory Officers, aggregated by body, for any reason other than the position held by such members

The members of the Board of Directors, the Fiscal Council and the Statutory Officers did not receive any compensation other than the compensation for to the position held by such members in the Company or in its subsidiaries, except for a member of the Board of Directors who provided services to Oxiteno in the total amount of R$ 36 thousand in 2011 and 2012.

13.15.

Amounts recognized in the results of the Company’s direct or indirect controlling companies, companies under common control and subsidiaries, as compensation to the members of the Company’s Board of Directors, the Fiscal Council or the Statutory Officers in 2011, 2012 and 2013.

The whole compensation of Statutory Officers is supported by subsidiaries or controlled companies as a result of to their activities as managers of such companies. Total compensation of the Board of Directors and of the Fiscal Council is directly supported by the Company.

Statutory Officers - 2011
(in thousand of reais)	Companhia Ultragaz S.A.	Bahiana Distribuidora de Gás Ltda	Utingás Armazenadora S.A.	Ipiranga Produtos de Petróleo S.A.	Empresa Carioca de Produtos Químicos S.A.	Oxiteno S.A. Indústria e Comércio	Oxiteno Nordeste S.A. Indústria e Comércio	Terminal Químico de Aratu S/A Tequimar	Total

Annual fixed compensation	2,165.2	1,591.8	123.0	2,110.0	755.9	1,926.4	908.7	989.7	10,570.7
Salary	1,258.7	968.6	70.2	1,297.7	439.6	1,135.2	575.1	590.8	6,335.9
Direct and indirect benefits	906.5	623.2	52.8	812.3	316.3	791.2	333.6	398.9	4,234.8
Variable compensation	5,609.3	962.4	-	15,613.8	395.4	5,202.7	756.6	3,512.4	32,052.6
Profit sharing	1,109.2	962.4	-	1,780.6	395.4	1,308.6	756.6	795.2	7,108.0
Others	4,5001.3	-	-	13,833.2	-	3,894.1	-	2,717.2	24,944.7
Post-retirement benefit	621.5	100.4	7.4	452.3	45.1	415.7	56.7	247.2	1,946.1
Benefits due to the interruption in the exercise of the position	-	-	-	-	-	-	-	-
Stock-based compensation	1,435.6	-		702.3		656.1		438.2	3,232.2
Total compensation	9,831.6	2,654.7	130.4	18,878.3	1,196.4	8,200.9	1,721.9	5,187.5	47,801.6

Statutory Officers - 2012
(in thousand of reais)	Companhia Ultragaz S.A.	Bahiana Distribuidora de Gás Ltda	Utingás Armazenadora S.A.	Ipiranga Produtos de Petróleo S.A.	Empresa Carioca de Produtos Químicos S.A.	Oxiteno S.A. Indústria e Comércio	Oxiteno Nordeste S.A. Indústria e Comércio	Terminal Químico de Aratu S/A Tequimar	Total

Annual fixed compensation	2,341.9	1,727.4	121.7	2,318.3	798.9	2,080.5	985.1	1,117.8	11,491.5
Salary	1,372.1	1,054.1	70.2	1,411.4	478.4	1,235.3	626.4	658.1	6,906.0
Direct and indirect benefits	969.8	673.3	51.4	906.9	320.5	845.2	358.6	459.8	4,585.5
Variable compensation	2,336.5	1,657.1	-	2,148.9	494.5	2,011.9	1,008.3	846.2	10,503.4
Profit sharing	2,336.5	1,657.1	-	2,148.9	494.5	2,011.9	1,008.3	846.2	10,503.4
Others	-		-	-	-	-	-	-	-
Post-retirement benefit	755.8	105.0	7.3	541.5	49.2	531.1	61.7	457.7	2,509.2
Benefits due to the interruption in the exercise of the position	-	-	-	-	-	-	-	-	-
Stock-based compensation	1,494.2	-	-	702.3	-	652.2	-	488.4	3,337.0
Total compensation	6,928.3	3,489.5	128.9	5,711.0	1,342.5	5,275.7	2,055.0	2,910.2	27,841.1

Statutory Officers - 2013
(in thousand of reais)	Companhia Ultragaz S.A.	Bahiana Distribuidora de Gás Ltda	Utingás Armazenadora S.A.	Ipiranga Produtos de Petróleo S.A.	Empresa Carioca de Produtos Químicos S.A.	Oxiteno S.A. Indústria e Comércio	Oxiteno Nordeste S.A. Indústria e Comércio	Terminal Químico de Aratu S/A Tequimar	Total

Annual fixed compensation	3,269.3	1,230.0	123.4	2,577.1	867.2	2,629.5	139.6	1,311.1	12,147.3
Salary	1,938.5	716.3	70.2	1,572.5	516,6	1,617.7	83.9	779.9	7,295.5
Direct and indirect benefits	1,330.8	513.7	53.2	1,004.7	350.6	1,011.9	55.7	531.3	4,851.8
Variable compensation	3,186.3	1,148.9	-	2,962.1	776.7	2,686.3	126.2	951.6	11,838.2
Profit sharing	3,186.3	1,148.9	-	2,962.1	776.7	2,686.3	126.2	951.6	11,838.2
Others	-	-	-	-	-	-	-	-	-
Post-retirement benefit	940.7	75.2	7.3	722.8	53.2	386.0	8.6	405.9	2,599.6
Benefits due to the interruption in the exercise of the position	-	-	-	-	-	-	-	-	-
Stock-based compensation	1,690.2	-	-	633.4	-	596.9	-	721.3	3,641.8
Total compensation	9,086.4	2,454.1	130.7	6,895.3	1,697.1	6,298.8	274.4	3,390.0	30,226.8

13.16.

Other information deemed relevant by the issuer

As part of the Conversion, and the consequent dispersion of the voting capital, Ultrapar’s new bylaws approved on August 17th, 2011 provided for the establishment of a Compensation Committee, which was formally established on November 9th, 2011. Pursuant to the Company’s Bylaws, the Compensation Committee shall be comprised of three (3) members of the Board of Directors, two (2) of which shall be Independent Directors, in accordance with the Novo Mercado regulation. The Compensation Committee shall: (i) 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 and its controlled companies; (ii) 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; (iii) 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 principal executive officers; and (iv) 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. In accordance with the responsibilities above, the strategy, the parameters and guidelines adopted in the compensation policy of the directors and executive officers and senior employees of the Company where presented to the Compensation Committee in the meeting in which it was established, where discussed and approved by the Compensation Committee. The members of the Compensation Committee expressed favorable opinion on the global proposal received from the Chief Executive Officer and decided to forward it to the Chairman, to call and approval of the shareholders’ general meeting of 2014.

ANNEX VI – ITEMS 12.6 TO 12.10 AND 12.12 OF THE REFERENCE FORM

ANNEX VI - ITEMS 12.6 TO 12.10 AND 12.12 OF REFERENCE FORM;

12.	Annual General Meeting and Management

12.6.

Information about the candidates for the Board of Directors and the Fiscal Council indicated or supported by the management

Fiscal Council

Name	Age	Profession	CPF	Elective position to be held	Expected election and investiture date	Term of office	Other positions held in the issuer

Flavio César Maia Luz	62	Engineer	636.622.138-34	Member of Fiscal Council (Effective)	04/16/14	Until 2015 AGM	-
Mario Probst	60	Business administrator and accountant	029.415.318-74	Member of Fiscal Council (Effective)	04/16/14	Until 2015 AGM	-
José Reinaldo Magalhães	58	Economist	227.177.906-59	Member of Fiscal Council (Effective)	04/16/14	Until 2015 AGM	-
Márcio Augustus Ribeiro	59	Engineer	006.211.088-80	Member of Fiscal Council (Alternate)	04/16/14	Until 2015 AGM	-
Pedro Ozires Predeus	69	Accountant	005.474.508-00	Member of Fiscal Council (Alternate)	04/16/14	Until 2015 AGM	-
Paulo Cesar Pascotini	54	Bank employee	246.904.300-04	Member of Fiscal Council (Alternate)	04/16/14	Until 2015 AGM	-

12.7.

Information about the members of statutory committees, the audit committee, the risk committee, the finance committee and the remuneration committee, even if such committees or structures are not established by the Bylaws

Candidates presented in this document do not belong to audit, risk, financial and remuneration committees or structures involved in the decision-making process of the management or administrative bodies of the Company as consultants or supervisors.

On June 28th, 2011, it was approved, at the extraordinary general shareholders’ meeting, amendment to the Company's bylaws. Among the approved amendments was the creation of audit and compensation committees, as ancillary bodies of the Board of Directors, each with three members. The audit committee is composed of three independent members, of whom at least two are not directors. The compensation committee is composed of at least two independent directors.

According to Article 41 of the Company’s bylaws, in the event the Fiscal Council is established, it shall act as the Audit Committee with all duties required for the Audit Committee pursuant to the Company’s bylaws, and its members are subject to all the requirements and limitations provided for by law. The Audit Committee will not operate in any fiscal year when a Fiscal Council is installed.

12.8.

Information about the management and members of the Fiscal Council, providing:

Résumé

Main professional experience over the last 5 years

Fiscal Council

Effective members

Flavio César Maia Luz

Company	Position	Main activity of the company
Ultrapar Participações S.A.	· President of the Fiscal Council (2005-current)	Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk
Ser Educacional S.A.	· Member of the Board of Directors (2010-current)	Conglomerate of institutions of higher education on the Northeast and North regions of Brazil
CTEEP S.A.	· Member of Fiscal Council (2012-current)	Company that operates in the energy sector
Senior Solutions S.A.	· Member of the Board of Directors (2012-current)	Company that develops systems to meet the needs of financial institutions
Doing Business Consultoria Empresarial Ltda.	· Managing Partner (2010-current)	Boutique business and corporate finance
Cofra Latin America – Grupo C&A	· Corporate and Financial Vice president (2001-2010)	Investments holding in the retail, financial and real estate segments in Latin America
Banco Ibi S.A. – C&A Group	· Chief Executive Officer (2009)	Multiple bank with authorization to operate with the commercial and credit portfolios, finance and investment

Mario Probst

Company	Position	Main activity of the company
Ultrapar Participações S.A.	· Member of the Fiscal Council (2005-current)	Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk
Odontoprev S.A.	· Member of the Fiscal Council (2007 - current)	Publicly traded company that provides dental plans
Gafisa S.A.	· Secretary of the Audit Committee (2007-2009)	Publicly traded company involved in the real estate sector
Banco Ibi S.A.	· Alternate member of the Fiscal Council (2007-2009)	Multiple bank with authorization to operate with the commercial and credit portfolios, finance and investment
Companhia Brasileira de Distribuição	· Member of the Fiscal Council (2009-current)	Publicly traded company in the retail sector
Via Varejo S.A.	· Member of the Fiscal Council (2010-2012)	Publicly traded company in the retail sector
KPMG Auditores Independentes	· Partner, currently retired	Auditing

José Reinaldo Magalhães

Company	Position	Main activity of the company
Ultrapar Participações S.A.	· Member of the Fiscal Council (2013-current)	Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk

BR - Investimentos	· Manager Private Equity Fund (2010-current)	Private equity firm in Brazil
CPFL Energia S.A.	· Member of the Fiscal Council (2009-2013)	Public-traded company engaged in the distribution of energy
Embraer S.A.	· Member of the Board of Directors (2006-2009)	Public traded company that manufactures aircraft

Alternate members

Márcio Augustus Ribeiro

Company	Position	Main activity of the company
Ultrapar Participações S.A.	· Alternate member of the Fiscal Council (2007-atual)	Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk
Frigorífico Prieto Ltda.	· Administration and finance director (2008-2010)	Food segment

Pedro Ozires Predeus

Company	Position	Main activity of the company
Ultrapar Participações S.A.	· Alternate member of the Fiscal Council (2005-current)	Holding engaged in specialized distribution and retail, specialty chemicals and storage for liquid bulk
Alma Clinica de Doenças Nervosas S/S Ltda.	· Administrative and Finance Director (2013-current)	Family-owned medical clinic
Grupo Iochpe-Maxion	· Member of the Audit Committee (2005-2013)	Industrial holding
PriceWaterhouseCoopers (PWC)	· Retired partner (2004-current)	Audit
Aços Villares from Grupo Gerdau	· Member of the Fiscal Council (2008-2009)	Publicly traded company that operates in steel sector
Religious and social assistance organization	· Member of Deliberative and Fiscal Council (2004-2012)	-

Paulo Cesar Pascotini

Company	Position	Main activity of the company
Banco do Brasil S.A.	· Executive Manager (2009-2012)	Financial institution
Banco do Brasil S.A.	· Superintendent (South and Central regions) – São Paulo (2006-2009)	Financial institution

i. Management positions, currently, of formerly held, in publicly traded companies

Fiscal Council

Effective members

Flavio César Maia Luz

Ultrapar Participações S.A. – President of the Fiscal Council

Ser Educacional S.A. – Member of the Board of Directors

CTEEP S.A. – Member of the Fiscal Council

Senior Solutions S.A. – Member of the Board of Directors

Eletropaulo S.A. – Vice-president of the Board of Directors and Executive Officer

Light Serviços de Eletricidade S.A. – Member of the Board of Directors

Duratex S.A. – Vice-President

Mario Probst

Ultrapar Participações S.A. – Member of the Fiscal Council

Gafisa S.A. – Secretary of the Audit Committee

Odontoprev S.A. – Member of the Fiscal Council

Companhia Brasileira de Distribuição – Member of the Fiscal Council

Via Varejo S.A. (ex Globex Utilidades S/A) – Member of the Fiscal Council

José Reinaldo Magalhães

Ultrapar Participações S.A. - Member of the Fiscal Council

CPFL Energia S.A. – Member of the Fiscal Council

Embraer S.A. – Member of the Board of Directors

Cia. Energética de Pernambuco – CELPE – Member of the Board of Directors

Cia Energética do Rio Grande do Norte – Member of the Board of Directors

Alternate members

Márcio Augustus Ribeiro

Ultrapar Participações S.A. – Alternate member of the Fiscal Council

Sobral Invicta S.A. – Administration and finance director

Pedro Ozires Predeus

Ultrapar Participações S.A. – Alternate member of the Fiscal Council

Grupo Iochpe-Maxion – Member of the Audit Committee

Aços Villares from Grupo Gerdau – Member of the Fiscal Council

Paulo Cesar Pascotini

Banco do Brasil S.A. – Executive Manager, Superintendent (South and Central regions) – São Paulo.

a. Events which have occurred over the last 5 years, related to:

any criminal sentence

ii.

any judgment in administrative proceeding by CVM and the penalties applied

iii.

any final and unappealable judgment, at legal or administrative level, which has suspended or disqualified the candidate in connection with the performance of any professional or business activity

Members of the Fiscal Council informed the Company that there were no criminal sentences, in any administrative proceeding by CVM or any other legal or administrative judgment that has suspended their ability or unqualified them to perform any professional or business activity.

100

12.9.

Material relationship, stable union or family relationship up to the second degree between:

the Company’s officers and directors: