Ultrapar Holdings Inc 6-K, filed Apr 15, 2021
Ultrapar Holdings Inc (UGP)
About this 6-K
Ultrapar Holdings Inc filed this 6-K on April 15, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
Form 6-K |
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of April 2021
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue, 1343, 9th floor
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 ____X____ 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 ________ No ____X____
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 ________ No ____X____
ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS
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(Minutes of the Annual and Extraordinary General Shareholders’ Meeting of Ultrapar Participações S.A., held on April 14, 2021)
ULTRAPAR PARTICIPAÇÕES S.A.
CNPJ No. 33.256.439/0001- 39 |
NIRE 35.300.109.724 |
Minutes of the Annual and Extraordinary General Shareholders' Meeting
Held on April 14, 2021
Date, Time, and Location:
April 14, 2021 at 2:00 p.m., exclusively by digital means, under the terms of article 4, paragraph 2, item I and article 21-C, paragraphs 2 and 3 of the Instruction of Comissão de Valores Mobiliários (“CVM”) nr 481 of December 17, 2009, as amended (“ICVM 481”). Under the terms of article 4, paragraph 3 of ICVM 481, this Annual and Extraordinary General Shareholders’ Meeting of Ultrapar Participações S.A. (“Meeting” “and “Company”, respectively) was considered as held at the Company’s headquarters, located at Av. Brigadeiro Luís Antônio, nr 1,343, 9th floor, in the City and State of São Paulo, Zip code 01317-910.
Attendance:
At the Annual General Shareholders’ Meeting, shareholders representing 72.2% of the capital stock of the Company, and at the Extraordinary General Shareholders’ Meeting, shareholders representing 72.8% of the capital stock of the Company; as per electronic system log of virtual attendance made available by the Company, under the terms of article 21-V, item III of ICVM 481 or through the remote voting ballot, pursuant to article 121, sole paragraph of Law 6,404/76 and ICVM 481.
Were also present: (I) the Chairman and the Vice-Chairman of the Board of Directors of the Company, Messrs. Pedro Wongtschowski and Lucio de Castro Andrade Filho, respectively; (ii) the Chief Executive Officer and the Chief Financial and Investor Relations Officer of the Company, respectively, Messrs. Frederico Pinheiro Fleury Curado and Rodrigo de Almeida Pizzinatto; (iii) the Risk and Audit Committee coordinator, Mr. Flávio César Maia Luz; (iv) the Company’s Fiscal Council members, Messrs. Geraldo Toffanello, Marcelo de Amaral Morais and William Bezerra Cavalcanti Filho; and (v) Mr. Marcio Serpejante Peppe, enrolled in CRC under No. 1SP233011/O-8, representing KPMG Auditores Independentes, independent auditors of the Company.
Publications:
Call Notice: Published in the newspapers “Diário Oficial do Estado de
São Paulo” (official gazette of the State of São Paulo) and “Valor Econômico” on March 16, 17 and 18, 2021.
Notice to Shareholders: Dismissed considering the publication of documents referred on Article 133 of the Brazilian Corporate Law, in the newspapers “Diário Oficial do Estado de São Paulo” on February 26, 2021, under chapter “Empresas” on pages 180 to 199, and on “Valor Econômico”, on February 26, 2021, under special chapter on pages C25 to C34.
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Chairman and Secretary of the Meeting:
Chairman - Luiz Antonio de Sampaio Campos.
Secretary - André Brickmann Areno.
Agenda:
As per published in the Call Notice.
Discussed and approved matters:
1. After the reading of the summary voting map with the votes casted through remote voting ballot, considering the most recent share position in the Company’s book, which was displayed to the shareholders, under the terms of paragraph 4 of article 21-W of ICVM 481, it was dismissed, by unanimous vote of the shareholders
present, the reading of documents related to the agenda of this Shareholders’ Meeting, once they are fully known by the shareholders. Forthwith, also by unanimous vote of the shareholders present, it was approved the issuance of this minutes as a summary, as per Article 130, paragraph 1 of the Brazilian Corporate Law, and it was authorized its publication omitting signatures, as per paragraph 2 of the same article. The voting instructions received at the Meeting were duly filled at the Company’s headquarters.
At the Annual General Shareholders’ Meeting:
2. Approved, by the majority of votes, without amendments or caveats, according to the voting map attached as Exhibit I of the minutes, without those which were legally hindered, the Management Report and annual accounts of the Company, and Financial Statements and its notes duly accompanied with independent auditor and Fiscal Council reports, related to the fiscal year ended on December 31, 2020.
3. Approved, by the majority of votes, without amendments or caveats, according to the voting map attached as Exhibit I of the minutes, the net income allocation for the fiscal year ended on December 31, 2020, in the amount of R$ 893,383,505.12 (eight hundred and ninety-three million, three hundred eighty-three thousand, five hundred and five Reais and twelve cents), as described below:
a) R$ 44,669,175.26 (forty-four million, six hundred sixty-nine thousand, one hundred seventy-five Reais and twenty-six cents), will be allocated to the legal reserve;
b) R$ 368,966,038.86 (three hundred sixty-eight million, nine hundred sixty-six thousand, thirty-eight Reais and eighty-six cents) will be allocated to the statutory reserve for investments; and
c) R$ 479,748,291.00 (four hundred seventy-nine million, seven hundred forty-eight thousand, two hundred ninety-one Reais) were allocated for payment of dividends to shareholders which hold common shares, such amount was already stated, in full, as per resolution of the Board of Directors meeting on February 24, 2021, and paid to the shareholders as from March 12, 2021.
4. Approved, by the majority of votes, without amendments or caveats, according to the voting map attached as Exhibit I of the minutes, the setting of the number of directors to be part of the Board of Directors as 11 (eleven).
5. Approved, by the majority of votes, without amendments or caveats, according to the voting map attached as Exhibit I of the minutes, the election of the members of the Board of Directors herein qualified, with term of office until the holding of the Annual General Shareholders’ Meeting to be held in 2023, which will cover documents referred in article 133 of Brazilian Corporate Law, referred for the period ended on December 31, 2022:
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- ALEXANDRE TEIXEIRA DE ASSUMPÇÃO SAIGH, Brazilian, married, business administrator, bearer of the Identity Card RG under nr 9.519.415 SSP/SP and enrolled on CPF/ME (Taxpayers’ Identification) under nr 116.834.178-79, with professional address on Avenida Cidade Jardim, nr 803, 8th floor, in the City and State of São Paulo;
- ANA PAULA VITALI JANES VESCOVI, independent member, Brazilian, married, economist, bearer of the Identity Card RG under nr 724.203 SSP/ES and enrolled on CPF/ME (Taxpayers’ Identification) under nr 862.654.587-87, with professional address on Avenida Presidente Juscelino Kubitschek, nr 2.235, 19th floor, in the City and State of São Paulo;
- FLAVIA BUARQUE DE ALMEIDA, independent member, Brazilian, married, business administrator, bearer of the Identity Card RG under nr 13.146.760-8 SSP/SP and enrolled on CPF/ME (Taxpayers’ Identification) under nr 149.008.838-59, with professional address on Avenida Brigadeiro Faria Lima, nr 2277, 22th floor, in the City and State of São Paulo;
- JORGE MARQUES DE TOLEDO CAMARGO, independent member, Brazilian, married, geologist, bearer of the Identity Card RG under nr 293.644/SSP-DF and enrolled on CPF/ME (Taxpayers’ Identification) under nr 114.400.151-04, with professional address on Rua Almirante Sadock de Sá, nr 370/101, in the City and State of Rio de Janeiro;
- JOSÉ GALLÓ, independent member, Brazilian, married, business administrator, bearer of the Identity Card RG under nr 6.011.890.834 SSP/RS and enrolled on CPF/ME (Taxpayers’ Identification) under nr 032.767.670-15, with professional address on Avenida Carlos Gomes, nr 400, office 1.105, 11th floor, in the City of Porto Alegre, State of Rio Grande do Sul;
- JOSÉ LUIZ ALQUÉRES, independent member, Brazilian, married, civil engineer, bearer of the Identity Card RG under nr 1.688.939-IFP/RJ and enrolled on CPF/ME (Taxpayers’ Identification) under nr 027.190.707-00, resident and domiciled on Avenida Vieira Souto, 483, apt. 601, in the City and State of Rio de Janeiro;
- JOSÉ MAURÍCIO PEREIRA COELHO, independent member, Brazilian, married, banker and accountant, bearer of the Identity Card RG under nr 06.109.071-81/IFP-RJ and enrolled on CPF/ME (Taxpayers’ Identification) under nr 853.535.907-91, with professional address on Praia de Botafogo, nr 501, 4th floor, in the City and State of Rio de Janeiro;
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- LUCIO DE CASTRO ANDRADE FILHO, Brazilian, married, engineer, bearer of the Identity Card RG under nr 3.045.977/SSP-SP and enrolled on CPF/ME (Taxpayers’ Identification) under nr 061.094.708-72, with professional address on Av. Brigadeiro Luís Antônio, nr 1.343, 9th floor, in the City and State of São Paulo;
- MARCOS MARINHO LUTZ, Brazilian, married, marine engineer, bearer of the Identity Card RG under nr 15.649.492-9/SSP-SP and enrolled on CPF/ME (Taxpayers’ Identification) under nr 147.274.178-12, with professional address on Rua Lopes Neto, nr 330, apt. 41, in the City and State of São Paulo;
- OTAVIO LOPES CASTELLO BRANCO NETO, Brazilian, married, engineer, bearer of the Identity Card RG under nr 6.000.700-X/SSP-SP and enrolled on CPF/ME (Taxpayers’ Identification) under nr 055.240.348-20, with address on Rua Mariana Correia, nr 562, in the City and State of São Paulo; and
- PEDRO WONGTSCHOWSKI, Brazilian, divorced, chemical engineer, bearer of the Identity Card RG under nr 3.091.522-3-SSP/SP and enrolled on CPF/ME (Taxpayers’ Identification) under nr 385.585.058-53, with professional address on Av. Brigadeiro Luís Antônio, nr 1.343, 9th floor, in the City and State of São Paulo.
It is hereby registered, under the terms of Management Proposal for the Meeting, Mmes. Ana Paula Vitali Janes Vescovi and Flavia Buarque de Almeida, and Messrs. Jorge Marques de Toledo Camargo, José Galló, José Luiz Alquéres and José Maurício Pereira Coelho are defined as independent members under the terms of definition provided in the Novo Mercado Regulation.
6. Approved, by the majority of votes, without amendments or caveats, according to the voting map attached as Exhibit I of the minutes, the maximum global annual amount for compensation to the managers of the Company in R$ 78,000,000.00 (seventy-eight million Reais) under the terms of Management Proposal, disclosed to the market and filed at the Company’s headquarters.
7. Upon the request for installation of the Fiscal Council made by a shareholder which holds more than 2% (two percent) of Company’s shares with voting right, under the terms of article 161 of Law nr 6,404/76 and CVM Instruction nr 324/00, it was approved by the majority of votes, according to the voting map attached as Exhibit I of the minutes, the election of the following effective and alternate members of the Fiscal Council, with term of office until the Annual General Shareholders’ Meeting of 2022, that will examine the documents referred to article 133, of Brazilian Corporate Law, referred to the ongoing fiscal year:
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- FLÁVIO CÉSAR MAIA LUZ (effective member), Brazilian, married, engineer, enrolled on CPF/ME (Taxpayers’ Identification) under nr 636.622.138-34, resident and domiciled on Alameda Canadá, nº 162, Alphaville 2, in the City of Barueri, State of São Paulo;
- MÁRCIO AUGUSTUS RIBEIRO (alternate member), Brazilian, married, engineer, enrolled on CPF/ME (Taxpayers’ Identification) under nr 006.211.088-80, resident and domiciled on Alameda Canadá, nº 43, in the City of Vinhedo, State of São Paulo;
- GERALDO TOFFANELLO (effective member), Brazilian, married, accountant, enrolled on CPF/ME (Taxpayers’ Identification) under nr 075.257.060-72, resident and domiciled on Rua Carlos Trein Filho, nr 1.171, apt. 701, in the City of Porto Alegre, State of Rio Grande do Sul;
- PEDRO OZIRES PREDEUS (alternate member), Brazilian, married, accountant, enrolled on CPF/ME (Taxpayers’ Identification) under nr 005.474.508-00, resident and domiciled on Rua Marechal Hastimphilo de Moura, nr 338-C, apt. 23-B, in the City and State of São Paulo;
- WILLIAM BEZERRA CAVALCANTI FILHO (effective member), Brazilian, married, economist, enrolled on CPF/ME (Taxpayers’ Identification) under nr 530.627.607-53, resident and domiciled on Rua Gomes Carneiro, nr 55, apt. 101, in the City and State of Rio de Janeiro; and
- SANDRA REGINA DE OLIVEIRA (alternate member), Brazilian, single, statistician, enrolled on CPF/ME (Taxpayers’ Identification) under nr 057.186.378-73, resident and domiciled on Rua das Acácias, nr 101/ 103, in the City and State of Rio de Janeiro.
8. Approved by the majority of votes, without amendments or caveats, according to the voting map attached as Exhibit I of the minutes, the compensation for the members of the Fiscal Council herein elected, provided that the member elected as president of the Fiscal Council will be entitled to receive a monthly compensation of R$ 27,750.00 (twenty-seven thousand, seven hundred and fifty Reais) and the other effective members will be entitled to receive a monthly compensation in the amount of R$ 18,500.00 (eighteen thousand, five hundred Reais).
At the Extraordinary Shareholder’ Meeting:
9. Approved, by the majority of votes, without amendments or caveats, according to the voting map attached as Exhibit I of the minutes, ratification of the modification of the number of common shares into which the Company’s capital stock is divided, within the authorized limit provided in Article 6 of the Company’s Bylaws, due to partial exercise of the subscription warrants issued by the Company as of the approval of the merger of shares issued by Imifarma Produtos Farnacêuticos e Cosméticos S.A. by the Company, approved by the Extraordinary General Meeting held on January 31, 2014. As a consequence, the Company’s capital stock was ratified and is represented by 1,115,076,651 (one billion, one hundred fifteen million, seventy-six thousand, six hundred and fifty-one) common shares, all of them nominative and without par value, as stated in the Article 5 of Company’s Bylaws.
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General Notes and Closing:
- The Chairman of the Board registered that (i) the items of the Meeting were recorded, and such recordings will be filled in the Company’s principal place of business, under the terms of article 21-E, sole paragraph, of ICVM 481; (ii) voting instructions were received, including the voting instruction of The Bank of New York Mellon, as depositary of American Depositary Receipts guaranteed in shares, with the respective vote cast, which are filed in the Company’s headquarters, and will be attached to the present minutes; and (iii) after Chairman’s request, none of the members wanted to change their vote instructions sent in the remote voting ballot.
- In compliance with article 21, paragraph 6 and Article 30, paragraph 4 of ICVM 480, the total votes of approval, rejection, and abstention computed in each item of the Agenda are included in Exhibit I, which, for all effects, must be considered as integral part of the present minutes.
- The Board of Directors and Fiscal Council members herein elected, shall take the office in this date upon the signature of respective deeds of investiture filed at the Company’s headquarters, previously consulted and have declared that: (i) they are not hindered by any offence that prevent them exercising any activities related to the offices which they were appointed; (ii) they do not hold positions in companies that should be considered competitors of the Company; and (iii) they do not have any conflict of interest with the Company, according to Article 147 of Brazilian Corporate Law and CVM Instruction nr 367/02, which is also filed in the Company’s headquarters. The new members declare to be fully aware with corporate polices of the Company, including, the Material Notice Disclosure Policy and Securities Trading Policy,
As there were no further matters to be discussed, the Meeting was concluded and the minutes were prepared, read, approved and duly signed by the participating shareholders, both through digital platform and remote voting ballot, which are considered signatory to this minutes, under the terms of article 21-V, paragraph 1 and 2 of CVM Instruction No. 481.
CHAIRMAN AND SECRETARY OF THE MEETING PRESENT BY DIGITAL MEANS, UNDER ARTICLE 21-C, PARAGRAPH 5 OF CVM INSTRUCTION 481:
Chairman: Luiz Antonio de Sampaio Campos
Secretary: André Brickmann Areno
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SHAREHOLDERS PRESENT BY DIGITAL MEANS, UNDER ARTICLE 21-V, PARAGRAPH 1ST OF CVM INSTRUCTION 481:
ULTRA SA PARTICIPACOES
PARTH DO BRASIL PARTICIPACOES
CHRISTY PARTICIPACOES LTDA
LUCIO DE CASTRO ANDRADE FILHO
BETTINA IGEL HOFFENBERG
JENNINGS LUIS IGEL HOFFENBERG
PEDRO IGEL DE BARROS SALLES
PATRIA PRIVATE EQUITY VI FIP MULTIESTRATEGIA
PATRIA PIPE MASTER FUNDO DE INVESTIMENTO EM ACOES
ROBERTO KUTSCHAT NETO
JOAO BENJAMIN PAROLIN
MIGUEL ROTHMANN JARROS
HELANO PEREIRA GOMES
RODRIGO DE ALMEIDA PIZZINATTO
TABAJARA BERTELLI COSTA
JULIO CESAR NOGUEIRA
ANA PAULA SANTORO CORIA
JERONIMO JOSE MERLO DOS SANTOS
ANDREA CAMPOS SOARES
FLAVIO DO COUTO B CAVALCANTI
MIGUEL LACERDA DE ALMEIDA
ANDRE LUIZ PEDRO BREGION
MARCELLO DE SIMONE
LUCIANA DOMAGALA
KATIA CORREA LAZERA
LEONARDO ROSARIO LAZERA
PAULO CORREA LAZERA
ROBERTO CORREA LAZERA
SANDRA CORREA LAZERA
TEREZA LAZERA KEMP
TANIA LAZERA DE LIMA PAES
AXA OR ET MATIERES PREMIERES
BEST INVESTMENT CORPORATION
NUSHARES ESG EMERGING MARKETS EQUITY ETF
AMUNDI INDEX SOLUTIONS
GLOBAL MULTI-FACTOR EQUITY FUND
PREDIQUANT A3
THE BANK OF NEW YORK ADR DEPARTMENT
CAIXA DE PREVID.DOS FUNC.DO BANCO DO BRASIL
FELIPE FIERI SILVA
GERALDO DE MELLO ROCHA
BERNARDO DE FARIAS DE MELLO ROCHA
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SHAREHOLDERS EXERCING THE VOTE BY THE REMOTE VOTING BALLOT
UNDER ARTICLE 21-F OF CVM INSTRUCTION 481:
1895 FONDS FGR
ABERDEEN INVESTMENT FUNDS UK ICVC II - ABERDEEN EM
ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND
ADVANCED SERIES TR - AST BLACKROCK GL STRATEGIES PORTFOLIO
ADVANCED SERIES TRUST - AST PRUDENTIAL GROWTH ALLOCATION POR
ALASKA COMMON TRUST FUND
ALASKA PERMANENT FUND
ALBERTA INVESTMENT MANAGEMENT CORPORATION
ALLIANZ GL INVESTORS GMBH ON BEHALF OF ALLIANZGI-FONDS DSPT
AMERGEN CLINTON NUCLEAR POWER PLANT NONQUALIFIED FUND
AMERICAN HEART ASSOCIATION, INC.
AQR FUNDS - AQR TM EMERGING MULTI-STYLE FUND
AQR UCITS FUNDS
ARERO - DER WELTFONDS -NACHHALTIG
ARIZONA PSPRS TRUST
ARR. CAP. IRE. LTD FAOBO ARR. GL. EQ. (GBP) CCF, A SF OACCF
ARROW. CAP. IR. LTD FAOBO ARR. GL. EQ. CCF, ASFOTA CCF
ARROWSTREET (CANADA) GLOBAL ALL-COUNTRY FUND II
ARROWSTREET ACWI ALPHA EXTENSION FUND III (CAYMAN)
ARROWSTREET ACWI ALPHA EXTENSION FUND V (CAYMAN) L
ARROWSTREET ACWI EX US ALPHA ESTENSION TRUST FUND
ARROWSTREET CAPITAL GLOBAL ALL COUNTRY ALPHA EXTENSION FUND
ARROWSTREET EMK ALPHA EXTENSION FUND L.P.
ARROWSTREET GLOBAL EQUITY ACWI TRUST FUND
ARROWSTREET INTERNATIONAL EQUITY ACWI EX US TRUST FUND
ARROWSTREET US GROUP TRUST
ASCENSION ALPHA FUND, LLC
ASSET MANAGEMENT EXCHANGE UCITS CCF
AVIVA I INVESTMENT FUNDS ICVC - AVIVA I INTERNATIONAL I T F
AVIVA INVESTORS
AVIVA LIFE PENSIONS UK LIMITED
BELLSOUTH CORPORATION RFA VEBA TRUST
BLACKROCK A. M. S. AG ON B. OF I. E. M. E. I. F. (CH)
BLACKROCK ADVANTAGE E. M. FUND OF BLACKROCK FUNDS
BLACKROCK ADVANTAGE ESG EMERGING MARKETS EQUITY FUND OF BLAC
BLACKROCK ADVANTAGE GLOBAL FUND INC
BLACKROCK ASSET MANAG IR LT I ITS CAP A M F T BKR I S FD
BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND
BLACKROCK DEFENSIVE ADVANTAGE EMERGING MARKETS FUN
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BLACKROCK GLOBAL FUNDS
BLACKROCK GLOBAL INDEX FUNDS
BLACKROCK INSTITUTIONAL TRUST COMPANY NA
BLACKROCK LIFE LIMITED - DC OVERSEAS EQUITY FUND
BLACKROCK MULTI-ASSET INCOME PORTFOLIO OF BLACKROCK FUNDS II
BLACKROCK STRATEGIC FUNDS - BLACKROCK E M ABSOLUTE RETURN F
BLACKROCK STRATEGIC FUNDS - BLACKROCK SYSTEMATIC GLOBAL E F
BLACKWELL PARTNERS LLC SERIES A
BLK MAGI FUND
BMO MSCI EMERGING MARKETS INDEX ETF
BMO PRIVATE EMERGING MARKETS EQUITY PORTFOLIO
BNY MELLON (RIVER AND MERCANTILE) GLOBAL EQUITY FU
BNYM MELLON CF SL EMERGING MARKETS STOCK INDEX FUND
BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMER
BPI BRASIL, FUNDO DE INVESTIMENTO ABERTO FLEXIVEL
BRIGHTHOUSE FUNDS TRUST I-SSGA EMERGING MARKETS EN
BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION
BUREAU OF LABOR FUNDS - LABOR PENSION FUND
BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM
CANADA PENSION PLAN INVESTMENT BOARD
CDN ACWI ALPHA TILTS FUND
CENTRAL PROVIDENT FUND BOARD
CHANG HWA CO BANK, LTD IN ITS C AS M CUST OF N B FUND
CHANG HWA COM BK LTD IN ITS CAP AS M CUST OF P LAT A EQ FD
CHEVRON MASTER PENSION TRUST
CHEVRON UK PENSION PLAN
CIBC EMERGING MARKETS INDEX FUND
CITITRUST LIM AS TR OF BLACK PREMIER FDS- ISH WOR EQU IND FD
CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN
CITY OF NEW YORK GROUP TRUST
CITY OF PHILADELPHIA PUB EMPLOYEES RET SYSTEM
COLLEGE RETIREMENT EQUITIES FUND
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COLONIAL FIRST STATE INVESTMENT FUND 50
COMMONWEALTH BANK GROUP SUPER
COMMONWEALTH EMERGING MARKETS FUND 6
COMMONWEALTH SUPERANNUATION CORPORATION
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
CONSTRUCTION BUILDING UNIONS SUPER FUND
CONSULTING GROUP CAPITAL MKTS FUNDS EMER MARKETS EQUITY FUND
COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY
CUSTODY B. OF J. LTD. RE: STB D. E. E. F. I. M. F.
CUSTODY BANK OF JAPAN, LTD. RE: EMERG EQUITY PASSIVE MOTHR F
CUSTODY BANK OF JAPAN, LTD. STB BRAZIL STOCK M. F.
DESJARDINS RI EMERGING MARKETS - LOW CO2 INDEX ETF
DESJARDINS RI EMERGING MARKETS MULTIFACTOR - LOW C
DEUTSCHE ASSET MANAGEMENT S.A. FOR ARERO - DER WEL
DEUTSCHE X-TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF
DIVERSIFIED MARKETS (2010) POOLED FUND TRUST
DWS ADVISORS EMERGING MARKETS EQUITIES-PASSIVE
DWS I. GMBH FOR DEAM-FONDS KG-PENSIONEN
EATON VANCE COLLECTIVE INVESTMENT TFE BEN PLANS EM MQ EQU FD
EATON VANCE INT (IR) F PLC-EATON V INT (IR) PAR EM MKT FUND
EATON VANCE TR CO CO TR FD - PA STR EM MKTS EQ COM TR FD
EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU
EMERGING MARKETS ALPHA TILTS FUND
EMERGING MARKETS ALPHA TILTS FUND B
EMERGING MARKETS ALPHA TILTS-ENHANCED FUND
EMERGING MARKETS EQUITY ESG SCREENED FUND B
EMERGING MARKETS EQUITY INDEX ESG SCREENED FUND B
EMERGING MARKETS EQUITY INDEX MASTER FUND
EMERGING MARKETS INDEX NON-LENDABLE FUND
EMERGING MARKETS INDEX NON-LENDABLE FUND B
EMPLOYEES RET SYSTEM OF THE STATE OF HAWAII
EUROPEAN CENTRAL BANK
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EXELON GENERATION COMP, LLC TAX QUALIFIED NUCLEAR DECOMM PAR
FIDEICOMISO FAE
FIDELITY CONCORD STREET TRUST: FIDELITY ZERO INT. INDEX FUND
FIDELITY INVESTMENT FUNDS FIDELITY INDEX EMERG MARKETS FUND
FIDELITY SALEM STREET T: FIDELITY E M INDEX FUND
FIDELITY SALEM STREET T: FIDELITY G EX U.S INDEX FUND
FIDELITY SALEM STREET T: FIDELITY TOTAL INTE INDEX FUND
FIDELITY SALEM STREET TRUST: FIDELITY FLEX INTERNATIONAL IND
FIDELITY SALEM STREET TRUST: FIDELITY INTERNATIONAL SUSTAINA
FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING M I FUND
FIDELITY SALEM STREET TRUST: FIDELITY SERIES G EX US I FD
FIDELITY SUSTAINABLE WORLD ETF
FIRST TRUST BRAZIL ALPHADEX FUND
FIRST TRUST LATIN AMERICA ALPHADEX FUND
FLEXSHARES MORNINGSTAR EMERGING MARKETS FACTOR TILT INDEX F
FORD MOTOR CO DEFINED BENEF MASTER TRUST
FORD MOTOR COMPANY OF CANADA, L PENSION TRUST
FRANKLIN LIBERTYSHARES ICAV
FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE BRAZI
FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE LATIN
FUNDAMENTAL LOW V I E M EQUITY
FUTURE FUND BOARD OF GUARDIANS
GENERAL PENSION AND SOCIAL SECURITY AUTHORITY
GLOBAL ALL CAP ALPHA TILTS FUND
GLOBAL ALPHA TILTS ESG NON-LENDABLE FUND B
GLOBAL ALPHA TILTS FUND A
GLOBAL ALPHA TILTS FUND B
GLOBAL EX-US ALPHA TILTS FUND
GLOBAL EX-US ALPHA TILTS FUND B
GMAM GROUP PENSION TRUST III
GOLDMAN SACHS ETF TRUST - GOLDMAN SACHS EMERGING M
GOTHAM CAPITAL V, LLC
GOVERNMENT EMPLOYEES SUPERANNUATION BOARD
H.E.S.T. AUSTRALIA LIMITED
HSBC BANK PLC AS TRUSTEE OF STATE STREET AUT EMERG
IBM 401 (K) PLUS PLAN
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IN BK FOR REC AND DEV,AS TR FT ST RET PLAN AND TR/RSBP AN TR
INTERNATIONAL EXPATRIATE BENEFIT MASTER TRUST
INTERNATIONAL MONETARY FUND
INVESCO MARKETS III PLC - INV FTSE RI EMERGING MARK U ETF
INVESCO PUREBETASM FTSE EMERGING MARKETS ETF
INVESCO STRATEGIC EMERGING MARKETS ETF
INVESTERINGSFORENINGEN AL INVEST, U AKTEIR, E AL I U A, E
INVESTERINGSFORENINGEN NORDEA INVEST EMERGING MKTS E. KL
INVESTORS WHOLESALE EMERGING MARKETS EQUITIES TRUST
IRISH LIFE ASSURANCE PLC
ISHARES (DE) I INVESTMENTAKTIENGESELLSCHAFT MIT TG
ISHARES CORE MSCI EMERGING MARKETS ETF
ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF
ISHARES EMERGING MARKETS FUNDAMENTAL INDEX ETF
ISHARES EMERGING MARKETS IMI EQUITY INDEX FUND
ISHARES ESG MSCI EM ETF
ISHARES ESG MSCI EM LEADERS ETF
ISHARES II PUBLIC LIMITED COMPANY
ISHARES III PUBLIC LIMITED COMPANY
ISHARES IV PUBLIC LIMITED COMPANY
ISHARES LATIN AMERICA 40 ETF
ISHARES MSCI ACWI ETF
ISHARES MSCI ACWI EX U.S. ETF
ISHARES MSCI ACWI LOW CARBON TARGET ETF
ISHARES MSCI BRAZIL ETF
ISHARES MSCI BRIC ETF
ISHARES MSCI EMERGING MARKETS ETF
ISHARES PUBLIC LIMITED COMPANY
IVESCO FTSE RAFI EMERGING MARKETS ETF
JNL/MELLON EMERGING MARKETS INDEX FUND
JOHN HANCOCK FUNDS II EMERGING MARKETS FUND
JOHN HANCOCK FUNDS II INTERNATIONAL STRATEGIC EQUITY ALLOCAT
JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND
JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST
KAISER FOUNDATION HOSPITALS
| 13 |
KAISER PERMANENTE GROUP TRUST
KAPITALFORENINGEN EMD INVEST, EMERGING MARKETS IND
KAPITALFORENINGEN LAEGERNES PENSIONSINVESTERING, LPI AEM III
KAPITALFORENINGEN UNIPENSION INVEST GLOBALE AKTIER IV
KRANESHARES MSCI EMERGING MARKETS EX CHINA INDEX E
LAERERNES PENSION FORSIKRINGSAKTIESELSKAB
LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD
LEGAL GEN FUTURE WRD CLIMATE CHANGE EQTY FACTORS IND FUND
LEGAL GENERAL CCF
LEGAL GENERAL COLLECTIVE INVESTMENT TRUST
LEGAL GENERAL GLOBAL EMERGING MARKETS INDEX FUND
LEGAL GENERAL GLOBAL EQUITY INDEX FUND
LEGAL GENERAL ICAV
LEGAL GENERAL INTERNATIONAL INDEX TRUST
LEGAL GENERAL SCIENTIFIC BETA EMERGING MARKETS FUND, LLC
LGIASUPER TRUSTEE
LGPS CENTRAL GLOBAL MULTI FACTOR EQUITY INDEX FUND
LOCAL AUTHORITIES SUPERANNUATION FUND
LOS ANGELES COUNTY EMPLOYEES RET ASSOCIATION
LVIP SSGA EMERGING MARKETS EQUITY INDEX FUND
MACKENZIE MAXIMUM DIVERSIFICATION EMERGING MARKETS INDEX ETF
MACQUARIE MULTI-FACTOR FUND
MANAGED PENSION FUNDS LIMITED
MDPIM EMERGING MARKETS EQUITY POOL
MERCER EMERGING MARKETS SHARES FUND
MERCER PRIVATE WEALTH INTERNATIONAL FOCUSED EQUITY POOL
MERCER QIF FUND PLC
MERCER UCITS COMMON CONTRACTUAL FUND
MGI FUNDS PLC
MINISTRY OF ECONOMY AND FINANCE
MIP ACTIVE STOCK MASTER PORTFOLIO
MISSOURI EDUCATION PENSION TRUST
MOBIUS LIFE LIMITED
MOMENTUM INVESTMENT FUNDS SICAV-SIF
MORGAN STANLEY INVESTMENT FUNDS GLOBAL BALANCED DEFENSIVE FU
MORGAN STANLEY INVESTMENT FUNDS GLOBAL BALANCED FUND
| 14 |
MORGAN STANLEY INVESTMENT FUNDS GLOBAL BALANCED INCOME FUND
MOS FIA
MSCI ACWI EX-U.S. IMI INDEX FUND B2
MSCI EQUITY INDEX FUND B - BRAZIL
MUNICIPAL E ANNUITY A B FUND OF CHICAGO
NAT WEST BK PLC AS TR OF ST JAMES PL GL EQUITY UNIT TRUST
NAT WEST BK PLC AS TR OF ST JAMES PL ST MANAGED UNIT TRUST
NATIONAL COUNCIL FOR SOCIAL SECURITY FUND
NAVARRO 1 FUND LLC
NEW SOUTH WALLES TR CORP AS TR FOR THE TC EMER MKT SHAR FUND
NEW YORK STATE TEACHERS RETIREMENT SYSTEM
NEW ZEALAND SUPERANNUATION FUND
NN (L)
NN PARAPLUFONDS 1 N.V
NORDEA 2 SICAV
NORDEA EQUITY OPPORTUNITIES FUND
NORGES BANK
NORTHERN EMERGING MARKETS EQUITY INDEX FUND
NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD I (ACWI) E-U F-L
NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LEND
NORTHERN TRUST INVESTIMENT FUNDS PLC
NORTHERN TRUST UCITS FGR FUND
NTGI QM COMMON DAILY ALL COUNT WORLD EXUS EQU INDEX FD LEND
NTGI QUANTITATIVE MANAGEMENT COLLEC FUNDS TRUST
NTGI-QM COMMON DAC WORLD EX-US INVESTABLE MIF - LENDING
NTGI-QM COMMON DAILY EMERGING MARKETS EQUITY I F- NON L
OLD WESTBURY LARGE CAP STRATEGIES FUND
ONEPATH GLOBAL EMERGING MARKETS SHARES(UNHEDGED) INDEX POOL
OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM
PACIFIC SELECT FUND - PD EMERGING MARKETS PORTFOLIO
PANAGORA DIVERSIFIED RISK MULTI-ASSET FUND, LTD
PANAGORA RISK PARITY MULTI ASSET MASTER FUND, LTD
PARAMETRIC EMERGING MARKETS FUND
PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND
PARAMETRIC TMEMC FUND, LP
PENSIOENFONDS WERK EN (RE)INTERGRATIE
PEOPLE S BANK OF CHINA
| 15 |
PIMCO EQUITY SERIES: PIMCO RAE EMERGING MARKETS FUND
PIMCO EQUITY SERIES: PIMCO RAFI DYNAMIC MULTI-FACTOR EMERGIN
PIMCO RAE EMERGING MARKETS FUND LLC
POOL REINSURANCE COMPANY LIMITED
PRAMERICA SICAV
PRINCIPAL FINANCIAL SERVICES, INC
PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEX
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO
PUBLIC EMPLOYES RET SYSTEM OF MISSISSIPPI
PUBLIC PENSION AGENCY
PUBLIC SECTOR PENSION INVESTMENT BOARD
QIC INTERNATIONAL EQUITIES FUND
QS INVESTORS DBI GLOBAL EMERGING MARKETS EQUITY FUND LP
QSUPER
RBC QUANT EMERGING MARKETS EQUITY LEADERS ETF
RESOLUTE FOREIGN EQUITY MASTER TRUST FUND
ROBECO CAPITAL GROWTH FUNDS
ROYAL MAIL PENSION PLAN
RUSSELL INVESTMENT COMPANY PUBLIC LIMITED COMPANY
RUSSELL INVESTMENT MANAGEMENT LTD AS TRUSTEE OF THE RUSSELL
SAS TRUSTEE CORPORATION POOLED FUND
SBC MASTER PENSION TRUST
SCHOOL EMPLOYEES RETIREMENT SYSTEM OF OHIO
SCHWAB EMERGING MARKETS EQUITY ETF
SCHWAB FUNDAMENTAL EMERG0ING MARKETS LARGE COMPANY INDEX ETF
SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX FUND
SCOTTISH WIDOWS INVESTMENT SOLUTIONS FUNDS ICVC- FUNDAMENTAL
SCRI ROBECO QI INST EMERG MKTS ENHANCED IND EQUITIES FUND
SIX CIRCLES INTERNATIONAL UNCONSTRAINED EQUITY FUN
SPARTA FUNDO DE INVESTIMENTO EM ACOES - BDR NIVEL I
SPARTAN GROUP TRUST FOR EMPLYEE BENEFIT PLANS: SPARTAN EMERG
SPDR MSCI ACWI LOW CARBON TARGET ETF
SPDR MSCI EMERGING MARKETS STRATEGICFACTORS ETF
SPDR SP EMERGING MARKETS ETF
SPDR SP EMERGING MARKETS FUND
| 16 |
SSGA MSCI ACWI EX-USA INDEX NON-LENDING DAILY TRUST
SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND
SSGA SPDR ETFS EUROPE I PLC
SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY
ST STR MSCI ACWI EX USA IMI SCREENED NON-LENDING COMM TR FD
STANLIB FUNDS LIMITED
STATE OF ALASKA RETIREMENT AND BENEFITS PLANS
STATE OF MINNESOTA STATE EMPLOYEES RET PLAN
STATE OF NEW JERSEY COMMON PENSION FUND D
STATE OF NEW MEXICO STATE INV. COUNCIL
STATE OF WYOMING
STATE ST GL ADV TRUST COMPANY INV FF TAX EX RET PLANS
STATE STREET EMERGING MARKETS E N-L C TRUST FUND
STATE STREET EMERGING MARKETS EQUITY INDEX FUND
STATE STREET GLOBAL A LUX SICAV - SS EM SRI ENHANCED E F
STATE STREET GLOBAL A. L. S. - S. S. E. M. ESG S. E. E. F.
STATE STREET GLOBAL ADVISORS LUX SICAV - S S G E M I E FUND
STATE STREET GLOBAL ALL CAP EQUITY EX-US INDEX PORTFOLIO
STATE STREET ICAV
STATE STREET IRELAND UNIT TRUST
STATE STREET R. F. E. M. I. NON-LENDING COMMON T. FUND
STATE STREET VARIABLE INSURANCE SERIES FUNDS, INC
STICHING PENSIOENFONDS VOOR HUISARTSEN
STICHTING BEDRIJFSPENS ZORGVERZEKERAARS
STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL
STICHTING PENSIOENFONDS ING
STICHTING PENSIOENFONDS PGB
STICHTING PENSIOENFONDS RAIL AND OPENBAAR VERVOER
STICHTING PENSIOENFONDS UWV
STICHTING PGGM DEPOSITARY
STICHTING PHILIPS PENSIOENFONDS
SUNAMERICA SERIES TRUST SA EMERGING MARKETS EQUITY
SUNSUPER SUPERANNUATION FUND
SUPERANNUATION FUNDS MANAGEMENT CORPORATION OF S AUSTRALIA
TEACHER RETIREMENT SYSTEM OF TEXAS
TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS
THE BANK OF N. Y. M. (INT) LTD AS T. OF I. E. M. E. I. F. UK
THE BANK OF NEW YORK A T F B I P P TRUST
THE BANK OF NEW YORK MELLON EMP BEN COLLECTIVE INVEST FD PLA
THE BOARD OF THE PENSION PROTECTION FUND
THE EMERGING M.S. OF THE DFA I.T.CO.
THE MASTER TRUST BANK OF JAP, LTD. AS TR. FOR MTBJ400045828
| 17 |
THE MASTER TRUST BANK OF JAP., LTD. AS TR. FOR MTBJ400045829
THE MASTER TRUST BANK OF JAPAN, LTD. AS T F MTBJ400045832
THE MASTER TRUST BANK OF JAPAN, LTD. AS TR FOR MUTB400045792
THE MASTER TRUST BANK OF JAPAN, LTD. AS TRU FO MTBJ400045849
THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB4000
THE MASTER TRUST BANK OF JAPAN, LTD. TRUSTEE MUTB400045794
THE MONETARY AUTHORITY OF SINGAPORE
THE NOMURA T AND B CO LTD RE I E S INDEX MSCI E NO HED M FUN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND
THE TEXAS EDUCATION AGENCY
THE WAWANESA MUTUAL INSURANCE COMPANY
THREE MILE ISLAND UNIT ONE QUALIFIED FUND
TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY I F
TOTAL INTERNATIONAL EX U.S. I MASTER PORT OF MASTER INV PORT
UI-E - J P MORGAN S/A DTVM
UNIVERSAL INVEST LUXEMBOURG SA ON BEHALF OF UNIVEST
UTAH STATE RETIREMENT SYSTEMS
VANGUARD EMERGING MARKETS SHARES INDEX FUND
VANGUARD EMERGING MARKETS STOCK INDEX FUND
VANGUARD F. T. C. INST. TOTAL INTL STOCK M. INDEX TRUST II
VANGUARD FIDUCIARY TRT COMPANY INSTIT T INTL STK MKT INDEX T
VANGUARD FUNDS PUBLIC LIMITED COMPANY
VANGUARD INV FUNDS ICVC-VANGUARD FTSE GLOBAL ALL CAP INDEX F
VANGUARD INVESTMENT SERIES PLC
VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F
VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF
VARIABLE INSURANCE PRODUCTS FUND II: INTERNATIONAL
VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER INDEKS I
VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND
VOYA EMERGING MARKETS INDEX PORTFOLIO
WASHINGTON STATE INVESTMENT BOARD
WELLS FARGO BK D OF T ESTABLISHING INV F FOR E BENEFIT TR
WELLS FARGO FACTOR ENHANCED EMERGING MARKETS PORTFOLIO
WEST YORKSHIRE PENSION FUND
WISDOMTREE EMERGING MARKETS EX-STATE-OWNED ENTERPRISES FUND
WM POOL - EQUITIES TRUST NO. 75
XTRACKERS
XTRACKERS (IE) PUBLIC LIMITED COMPANY
XTRACKERS MSCI ACWI EX USA ESG LEADERS EQUITY ETF
XTRACKERS MSCI EMERGING MARKETS ESG LEADERS EQUITY
DYBRA FIA
ASCESE FUNDO DE INVESTIMENTO EM ACOES
TNAD FUNDO DE INVESTIMENTOS EM ACOES
SAO FERNANDO IV FIA
DYNAMO COUGAR FIA
DYC FUNDO DE INVESTIMENTO EM ACOES
| 18 |
DYNA III FUNDO DE INVESTIMENTO EM ACOES - INVESTIMENTO NO EX
DYNAMO BRASIL III LLC
DYNAMO BRASIL VI LLC
DYNAMO BRASIL I LLC
DYNAMO BRASIL V LLC
DYNAMO BRASIL VIII LLC
DYNAMO BRASIL IX LLC
DYNAMO BRASIL XIV LLC
DYNAMO BRASIL XV LP
ABSOLUTO LLC
BRASILPREV BTG PACTUAL DISCOVERY PREVIDENCIA FUNDO DE INVEST
BTG PACTUAL ABSOLUTO BRASIL EQUITY FI RV
BTG PACTUAL ABSOLUTO FIA PREVIDENCIARIO
BTG PACTUAL ABSOLUTO INSTITUCIONAL MASTER FIA
BTG PACTUAL ABSOLUTO LS MASTER FIA
BTG PACTUAL ABSOLUTO LS MASTER FIM
BTG PACTUAL ABSOLUTO MASTER FIA
BTG PACTUAL ABSOLUTO PREVIDENCIA FIA
BTG PACTUAL ANDROMEDA FI DE ACOES
BTG PACTUAL DISCOVERY FIM
BTG PACTUAL DISCOVERY INST MASTER FIM CP
BTG PACTUAL DISCOVERY PREVIDENCIA MASTER FUNDO DE INVESTIMEN
BTG PACTUAL DIVIDENDOS MASTER FIA
BTG PACTUAL HEDGE FIM
BTG PACTUAL HIGHLANDS FIM
BTG PACTUAL IBOVESPA INDEXADO FIA
BTG PACTUAL MULTI ACOES FIA
BTG PACTUAL MULTIMANAGER BBDC FIM
BTG PACTUAL MULTISTRATEGIES ADVANCED FIM
BTG PACTUAL MULTISTRATEGIES ADVANCED PLUS FIM
FIA AMIS
FUNDO DE INVESTIMENTO CAIXA BTG PACTUAL X 10 MULTIMERCADO LP
FUNDO DE INVESTIMENTO FUNPRESP MULTIMERCADO
BTG PACTUAL ARF EQUITIES BRASIL FIA IE
BTG PACTUAL ABSOLUTO LS MASTER PREV FIM
CANADIAN EAGLE PORTFOLIO LLC. (RV)
SPX FALCON MASTER FIA
SPX APACHE MASTER FIA
SPX LANCER PREVIDENCIARIO FIM
| 19 |
SPX NIMITZ MASTER GERAL FI MULTIMERCADO
SPX NIMITZ MASTER FIM
SPX PATRIOT MASTER FIA
SPX RAPTOR MASTER FI EXT MM CP
BERGEN FIA - BDR NIVEL I – IE
SQUADRA MASTER LONG ONLY FIA
SQUADRA MASTER LONG BIASED FIA
FPRV SQA SANHACO FIA PREVIDENCIARIO
SQUADRA HORIZONTE FUNDO DE INVESTIMENTO EM ACOES
FUNDO DE INVESTIMENTO EM ACOES RVA EMB IV
SV2 EQUITY LLC
SV3 EQUITY LLC
SNAPPER EQUITY LLC
GROUPER EQUITY LLC
MONTEIRO ARANHA S/A
OTHER ATTENDEES:
PEDRO WONGTSCHOWSKI – as Chairman of the Board of Directors of the Company
LUCIO DE CASTRO ANDRADE FILHO – as Vice-Chairman of the Board of Directors
FREDERICO PINHEIRO FLEURY CURADO – as Chief Executive Officer of the Company
RODRIGO DE ALMEIDA PIZZINATTO – as Chief Financial and Investor Relations Officer of the Company
GERALDO TOFFANELLO – as Chairman of the Fiscal Council
MARCELO MORAES – as member of the Fiscal Council
WILLIAM BEZERRA CAVALCANTI FILHO – as member of the Fiscal Council
FLÁVIO LUZ – as Coordinator of the Audit and Risks Committee
MARCIO SERPEJANTE PEPPE – as representative of KPMG Auditores Independentes
| 20 |
ULTRAPAR PARTICIPAÇÕES S.A.
CNPJ No. 33.256.439/0001- 39 |
NIRE 35.300.109.724 |
EXHIBIT I OF THE MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING HELD ON APRIL 14, 2021
VOTING MAP
In accordance with CVM Instruction nr 480 of December 7, 2009, as amended, in particular in the article 21, paragraph 6, article 30, paragraph 4, the Company informs the total number of approvals, rejections, and abstentions of each decision taken:
On Annual General Meeting:
- Vote on about Company’s managers accounts, as well financial statements, and its notes, duly accompanied with independent auditors’ opinions and Fiscal Council related to the period ended on December 31, 2020:
|
No. of votes in favor |
714,744,841 / 88.8% of present shareholders |
|
No. of votes against |
202,352 / 0.0% of present shareholders |
|
No. of abstentions |
89,989,797 / 11.2% of present shareholders |
- Vote on the net income allocation of the fiscal year ended on December 31, 2020, under the terms of the Management Proposal:
|
No. of votes in favor |
791,314,013 / 98.3% of present shareholders |
|
No. of votes against |
3,638,592 / 0.5% of present shareholders |
|
No. of abstentions |
9,984,385 / 1.2% of present shareholders |
- Vote on about the setting of the number of members to be elected to the Board of Directors, under the terms of the Management Proposal:
|
No. of votes in favor |
794,226,674 / 98.7% of present shareholders |
|
No. of votes against |
719,427 / 0.1% of present shareholders |
|
No. of abstentions |
9,990,889 / 1.2% of present shareholders |
- Vote on the election of the members of the Board of Directors, as the slate appointed in the Management Proposal:
|
No. of votes in favor |
791,065,967 / 98.3% of present shareholders |
|
No. of votes against |
4,020,071 / 0.5% of present shareholders |
|
No. of abstentions |
9,850,952 / 1.2% of present shareholders |
- Vote on to establish the global compensation to the Management, under the terms of the Management Proposal:
|
No. of votes in favor |
792,326,994 / 98.4% of present shareholders |
|
No. of votes against |
2,317,884 / 0.3% of present shareholders |
|
No. of abstentions |
10,292,112 / 1.3% of present shareholders |
| 21 |
- Vote on the election of the members to the Fiscal Council and their respective alternates, under the terms of the Management Proposal:
Messrs. Flávio Cesar Maia Luz (effective member) and Márcio Augustus Ribeiro (alternate member)
|
No. of votes in favor |
794,461,851 / 98.7% of present shareholders |
|
No. of votes against |
228,148 / 0.0% of present shareholders |
|
No. of abstentions |
10,246,991 / 1.3% of present shareholders |
Messrs. Geraldo Toffanello (effective member) and Pedro Ozires Predeus (alternate member)
|
No. of votes in favor |
794,461,395 / 98.7% of present shareholders |
|
No. of votes against |
228,554 / 0.0% of present shareholders |
|
No. of abstentions |
10,247,041 / 1.3% of present shareholders |
Messrs. William Bezerra Cavalcanti Filho (effective member) and Sandra Regina de Oliveira (alternate member)
|
No. of votes in favor |
754,076,250 / 93.7% of present shareholders |
|
No. of votes against |
26,419 / 0.0% of present shareholders |
|
No. of abstentions |
50,834,321 / 6.3% of present shareholders |
- Vote on to establish the compensation to the members of the Fiscal Council for the 2021 fiscal year:
|
No. of votes in favor |
793,305,200 / 98.6% of present shareholders |
|
No. of votes against |
206,317 / 0.0% of present shareholders |
|
No. of abstentions |
11,425,473 / 1.4% of present shareholders |
On Extraordinary General meeting:
- To ratify the change in the number of common shares into which the Company’s capital stock is divided, due to the partial exercise of the rights conferred by the subscription warrant issued by the Company as of the approval of the merger of shares issued by Imifarma Produtos Farnacêuticos e Cosméticos S.A. by the Company, approved by the Extraordinary General Shareholders’ Meeting held on January 31, 2014:
|
No. of favorable votes |
802,215,288 / 98.8% of present shareholders |
|
No. of negative votes |
7,362 / 0.0% of present shareholders |
|
No. of abstentions |
9,984,870 / 1.2% of present shareholders |
| 22 |
ULTRAPAR PARTICIPAÇÕES S.A.
CHAPTER I
Name, Headquarters, Purpose and Term
Article 1. The Company is an authorized capital company (sociedade de capital autorizado). The name of the Company is ULTRAPAR PARTICIPAÇÕES S.A.
Sole Paragraph. The Company’s listing on the New Market (Novo Mercado) special segment of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) subjects the Company, its shareholders including controlling shareholders, if applicable, its management and members of the Fiscal Council, if installed, to the Regulations of the New Market of B3 (“New Market Regulation”).
Article 2. The Company’s headquarters and jurisdiction are located in the city of São Paulo, State of São Paulo.
Article 3. The purpose of the Company is to invest its own capital in commerce, industry, agriculture and service provision, through the subscription or acquisition of shares or quotas of other companies.
Article 4. The Company is organized for an indefinite term.
CHAPTER II
Capital Stock and Shares
Article 5. The subscribed and paid-in capital stock is R$ 5,171,751,608.08 (five billion, one hundred seventy-one million, seven hundred fifty-one thousand, six hundred and eight Reais and eight cents), represented by one billion, one hundred and fifteen million, seventy six thousand, six hundred and fifty one (1,115,076,651) nominative common shares, with no par value, and with no issuance of preferred shares or founder’s shares permitted.
§1 All of the Company shares are in book-entry form and held in a deposit account with a financial institution authorized by the Brazilian Securities and Exchange Commission – CVM, in the name of their holders, without certificates issued.
§2 The transfer and record cost, as well as the cost of the services relating to the book-entry shares, may be charged directly to the shareholder by the bookkeeping institution, as set forth in the stock bookkeeping agreement.
Article 6. The Company is authorized to increase its capital stock up to the limit of one billion and six hundred million (1,600,000,000) common shares, by resolution of the Board of Directors, notwithstanding any amendment to the Bylaws.
Article 7. The subscription and payment of shares issued by the Company shall follow the criteria provided for in this Article:
a) up to the limit of the authorized capital, the issuance, amount, price and term for payment of the shares to be issued by the Company shall be provided for by the Board of Directors;
b) the resolution to increase the capital stock for payment in assets, other than monetary credits, may only be made at a Shareholders’ Meeting; and
c) upon the issuance of new shares, debentures convertible into shares or subscription warrants offered on a stock exchange, public subscription or share exchange in a tender offer for the acquisition of corporate control, the Board of Directors may waive the preemptive rights of the former shareholders or reduce the period for the exercise thereof.
Article 8. The Company may grant stock options through stock option plans, approved by a Shareholders’ Meeting, to the management and employees.
Article 9. Each common share entitles the holder thereof to one vote for resolutions made at the Shareholders’ Meetings.
| 23 |
CHAPTER III
Shareholders’ Meetings
Article 10. The annual Shareholders’ Meeting shall be called by the Board of Directors within the first four (4) months upon conclusion of the fiscal year and extraordinary meetings shall be held whenever the Company’s interest shall so require.
§ 1 Documents pertaining to the matters to be deliberated upon at the Shareholders’ Meetings shall be made available to the shareholders, at the Company’s headquarters, at the date of publication of the first call notice, except if a longer period for making such documents available is otherwise required by law or applicable regulations.
§ 2 The Shareholders’ Meeting shall be presided over by the Chairman of the Board of Directors or by whom he/she may designate. In the absence of the Chairman and of his/her designation, the Shareholders’ Meeting shall be presided over by the Vice-Chairman of the Board of Directors, or by whom he/she may designate. The chairman of the Meeting shall choose one of the attendees to act as secretary of the meeting.
§ 3 The chairman of the Meeting shall have the exclusive power, in compliance with the rules provided for in these Bylaws, to conduct the election of the members of the Board of Directors, including any decision relating to the number of votes of each shareholder.
Article 11. Before the Shareholders’ Meeting is commenced, the shareholders in attendance, as duly identified, shall sign the “Shareholders Attendance Register”, which shall contain their names and the number of shares held by each of them.
§ 1 The list of the attending shareholders shall be closed by the chairman of the Meeting at the time the Shareholders’ Meeting is commenced.
§ 2 The shareholders who appear at the Shareholders’ Meeting after its commencement may take part in the meeting, however they shall not be entitled to vote on any resolution.
Article 12. At the Shareholders’ Meeting, the Company and the presiding board shall comply with the following requirements for attendance, in addition to the procedures and requirements provided for by law:
a) Up to forty-eight (48) hours prior to the Shareholders’ Meeting: (i) all shareholders shall furnish to the Company a share statement issued by the bookkeeping institution or by the custodian institution, indicating the number of shares held by them of record no more than three (3) days prior to the Shareholders’ Meeting; and (ii) the shareholders represented by proxies shall send to the Company the respective power of attorney;
b) The shareholders organized as investment funds shall send the Company, within the same period mentioned in item (a) above: (i) evidence of the capacity of fund manager conferred upon the individual or legal entity representing the shareholder at the Shareholders’ Meeting, or the proxy granting such powers; (ii) the corporate action of the manager, in case it is a legal entity, granting powers to the representative attending the Shareholders’ Meeting or to whom the power of attorney has been granted; and (iii) in the event the representative or proxy is a legal entity, the same documents referred to in (ii) of this item, as related thereto;
c) The documents referred to in the preceding items may be presented as copies, however the original documents referred to in item (a), shall be shown to the Company prior to the commencement of the Shareholders’ Meeting, the signatures of which shall not need to be notarized;
d) The Company shall adopt the principle of good faith in verifying the validity of the documents demonstrating the representative capacity of shareholder, and will presume the truthfulness of the credible statements made to it; however, the shareholders who fail to present the respective power of attorney granted to their representatives, or the custodian’s statement, in the event the shares are recorded as held with a custodian institution, shall be prohibited from participating in the meeting; and
e) In the event the shareholders who were present at the Shareholders’ Meeting (i) were not duly represented; or (ii) did not hold the stated number of shares, the Company shall notify them that, regardless of a new Shareholders’ Meeting, the Company shall disregard the votes of such shareholders, and they shall be liable for losses and damages arising from their acts.
Article 13. Resolutions of the Shareholders’ Meeting shall require a majority vote of the attendees, not taking into account blank votes, except as otherwise provided for by law or in these Bylaws.
Article 14. Minutes of the Shareholders’ Meetings shall be kept and signed by the presiding board of the meeting and by the attending shareholders.
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Article 15. The Shareholders’ Meeting shall determine the overall compensation of the members of the Board of Directors and of the executive officers.
§ 1 The Board of Directors shall determine the compensation to be paid to the Chief Executive Officer and the other executive officers, considering the proposal of the People Committee, in accordance with the amount set forth at the Shareholders’ Meeting, in the introductory paragraph of this Article and the competencies of the People Committee, as provided for in Article 41 herein.
§ 2 The members of the Board of Directors and the executive officers are entitled to profit sharing, as provided for by law.
CHAPTER IV
Management – General Rules
Article 16. The Company shall be managed by a Board of Directors and a Board of Executive Officers.
Sole Paragraph. The commencement of the termof the directors and executive officers, which shall not require the posting of a bond, shall be contingent upon their adhesion to the Disclosure and Trading Policy adopted by the Company and execution of the respective deed of investiture, which shall include consent to the contents of Article 52 hereof.
CHAPTER V
Board of Directors
Section I – Members
Article 17. The Board of Directors shall be comprised of at least five (5) and at maximum eleven (11) members, all of whom shall be elected and removable at the Shareholders’ Meeting, for a unified term of two (2) years, with reelection being permitted.
§ 1 The positions of Chairman of the Board of Directors and Chief Executive Officer or principal executive of the Company may not be held by the same individual.
§ 2 The Board of Directors shall adopt Internal Bylaws that shall provide for, among other relevant matters, its own operation, and the rights and duties of its members, as well as their relationship with the Board of Executive Officers and other corporate bodies.
§ 3 Observed the requirements set forth in the Company’s corporate policies, the only persons eligible for election to the Board of Directors, unless otherwise permitted by the Shareholders’ Meeting, shall be those who, in addition to complying with legal and regulatory requirements and being of well-regarded reputation, do not hold any position in a company which may be considered a competitor of the Company or its controlled companies, and do not have, nor represent, a conflicting interest with the Company’s interest or those of its controlled companies; it shall be presumed that a person has a conflicting interest with the Company if, cumulatively: (i) he/she has been elected by a shareholder who has also elected a director in a competing company; and (ii) he/she has a subordinate relationship with the shareholder who elected him/her.
§ 4 Subject to the introductory paragraph of this Article, the number of members who will comprise the Board of Directors for each term of office shall be determined at each Shareholders’ Meeting electing the members of the Board of Directors, and which must be submitted to a vote by the chairman of the Meeting.
Article 18. The Board of Directors of the Company shall have, at least, thirty percent (30%) or 02 (two), whichever is higher, independent members, pursuant to the New Market Regulation, and the classification of the appointed members of the Board of Directors as independent Directors shall be voted on the Shareholders meeting that elect them.
§ 1 When, as a result of compliance with the percentage referred to in the introductory paragraph of this Article, the number of directors results in a fraction, such number will be rounded to the immediately higher whole number.
Article 19. If a member of the Board of Directors fails to meet the requirements set forth in Article 17 above due to a supervening or unknown fact at the time of his/her election, he/she shall be immediately replaced.
Sole Paragraph. The same actions provided for in the introductory paragraph of this Article shall be taken in the event any of the independent Directors fails to meet the independence criteria set forth in the New Market Regulation, resulting in noncompliance with the minimum share of thirty percent (30%) of independent Directors, as provided in Article 18 hereof.
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Section II – Election
Article 20. Except for the provisions in Article 21, the election of the members of the Board of Directors shall be made through the nomination of a slate of candidates.
§ 1 Under the election provisions of this Article, only the following slates of candidates will be eligible for election: (a) those nominated by the Board of Directors; or (b) those nominated by any shareholder or group of shareholders, as provided for in Paragraph 3 hereof.
§ 2 At the date the Shareholders’ Meeting for electing the members of the Board of Directors is called, the Board of Directors shall make available at the Company’s headquarters a statement signed by each of the members of the slate of candidates nominated by it, containing: (a) their full identification; (b) a complete description of their professional experience, describing the professional activities previously performed, as well as their professional and academic qualifications; and (c) information about disciplinary and judicial proceedings for which a final judgment was rendered and in which any such members have been convicted, as well as inform, if the case may be, the existence of events of limitations or conflict of interest provided for in Article 147, Paragraph 3 of Law 6,404/76.
§ 3 The shareholders or group of shareholders desiring to propose another slate of candidates to be elected to the Board of Directors shall, at least five (5) days prior the date of the Shareholders’ Meeting, send to the Board of Directors statements individually signed by the candidates nominated by them, containing the information mentioned in the preceding Paragraph; the Board of Directors shall immediately disclose such information, by notice posted on the Company’s internet website and sent by electronic means of communication to the CVM and the B3 notifying them that the documents with respect to the other slate of candidates submitted to the Board of Directors are available to the shareholders at the Company’s headquarters.
§ 4 The persons nominated by the Board of Directors or by shareholders shall be identified, as the case may be, as candidates to independent Directors, subject to the provisions of Article 18 above, as well as the contents of the new Market Regulation.
§ 5 The same person may stand for election in two or more slates of candidates, including those nominated by the Board of Directors.
§ 6 Each shareholder shall be entitled to vote for only one slate of candidates, and the slate of candidates receiving the largest number of votes at the Shareholders’ Meeting will be elected.
Article 21. When electing members to the Board of Directors, shareholders will be entitled to request, as required by law, the adoption of a cumulative voting process, provided that they do so within, at least, forty-eight (48) hours in advance of the Shareholders’ Meeting.
§ 1 The Company, immediately after receiving the request, shall notify the CVM and the B3 by electronic means and post on its internet website that the election will be conducted by cumulative voting.
§ 2 In the event members of the Board of Directors are elected by cumulative voting, the candidates will not be elected through a nomination on a slate of candidates; the candidates for the Board of Directors shall be those who are part of the slate of candidates as provided for in Article 20, as well as the candidates who are nominated by a shareholder attending the meeting, provided that the Shareholders’ Meeting is provided with the statements signed by these candidates as set forth in Paragraph 2 of Article 20 of these Bylaws.
§ 3 Each shareholder shall be entitled to cast the entirety of the votes to which he/she is entitled on one sole candidate or to distribute them among several candidates; the candidates who received the largest number of votes shall be elected.
§ 4 Positions that are not filled due to a tie vote shall require a new election, following the same procedure, adjusting the number of votes to which each shareholder will be entitled to the number of positions to be filled.
§ 5 In the event the election has been conducted by cumulative voting, the removal of any member of the Board of Directors by the Shareholders’ Meeting shall entail the removal of the other members, giving rise to a new election.
§ 6 In the event the Company may be controlled by one shareholder or group of shareholders, as defined in Article 116 of law no. 6,404/76, shareholders representing ten percent (10%) of the capital stock may require, in conformity with Paragraph 4 of Article 141 of Law 6,404/76, that the election of one of the members of the Board of Directors is carried out separately, notwithstanding the rules set forth in Article 20 above.
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Article 22. In the event a director residing and domiciled outside Brazil is elected, the commencement of his/her term shall be conditioned on the appointment of an attorney-in-fact, residing and domiciled in Brazil, empowered to receive service of process for any corporate law-based lawsuit that may be brought against him/her. The term of such power of attorney shall be for, at least, three (3) years after the end of the term of office of the respective director.
Article 23. The Board of Directors shall elect a Chairman and Vice-Chairman among its members, to occur at the first meeting after the commencement of the directors´ term or at the first meeting after there is a vacancy of these positions on the Board of Directors.
Section III – Meetings and Replacements
Article 24. The Board of Directors shall hold regular meetings once every three (3) months and special meetings whenever called by the Chairman or by any two (2) directors.
§ 1 The meetings of the Board of Directors shall be called in writing, by letter, telegram, fax, e-mail or any other form that allows proof of receipt of the call notice by the recipient, and shall contain, in addition to the place, date and time of the meeting, the agenda.
§ 2 The meetings of the Board of Directors shall be called at least three (3) days in advance. Regardless of the formalities observed in calling the meeting, a meeting shall be deemed to be duly called if attended by all the members of the Board of Directors.
§ 3 In case of urgency, the Chairman of the Board of Directors (or a third party he or she may appoint) may call a meeting of the Board of Directors with less than the period provided for in Paragraph 2 of this Article, provided that in this case the meeting shall not be held unless at least two-thirds (2/3) of the elected members attend the meeting.
§ 4 The directors may attend the meetings of the Board of Directors by telephone conference, videoconference or by any other means of communication allowing the identification of the director and simultaneous communication with all the other persons present at the meeting. In this case, directors will be considered to be present at the meeting and sign the corresponding minutes.
Article 25. Except for the provisions in Paragraph 3 of Article 24, the majority of the directors must attend a meeting of the Board of Directors for it to commence, including the Chairman or the Vice-Chairman, and the resolutions shall require a majority vote, with the Chairman or, in his/her absence, the Vice-Chairman, in addition to his/her own vote, providing the casting vote.
Sole Paragraph. In event of absence or temporary unavailability of the Chairman of the Board of Directors, his/her duties will be exercised, on a temporary basis, by the Vice-Chairman or by another member of the Board of Directors nominated by him/her.
Article 26. No member of the Board of Directors may have access to information, take part in resolutions and discussions of the Board of Directors or of any managing bodies, vote or, in any manner, intervene in the matter in which he/she is directly or indirectly in a conflict with the Company’s interests, as provided for by law.
Article 27. Except for the provisions in Paragraph 5 of Article 21, a substitute for a vacancy on the Board of Directors shall be appointed by the remaining directors and shall hold the office until the subsequent Shareholders’ Meeting, at which a new director shall be elected for remaining term of office of the replaced director. In the event of vacancy of the majority of the Board of Directors, a Shareholders’ Meeting shall be called within fifteen (15) days from the date thereof, in order to elect substitutes, who shall complete the term of office of the replaced members.
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Section IV – Powers
Article 28. The Board of Directors shall have the power to:
a) set the general guidelines of the Company’s and its subsidiaries’ business;
b) elect and remove the executive officers of the Company, appointing among them the Chief Executive Officer and the Investor Relations Officer, and define their duties;
c) oversee the management of the executive officers; examine, at any time, the books and documents of the Company; request information about agreements previously entered into or in the process of being entered into by the Company or by its subsidiaries;
d) express its opinion with respect to Management Report and the financial statements of the Company, submitting them to the Shareholders’ Meeting for approval;
e) fix the compensation of the members of the Board of Directors and the individual compensation of the Executive Officers of the Company, considering the proposal of the People’s Committee, according to article 41, single paragraph, “b”.
f) define the overall criteria regarding the compensation and benefits policy of the directors and executive officers as well as of the senior employees of the Company and, whenever necessary, of its subsidiaries, taking into consideration the People Committee’s proposal;
g) grant stock options under the terms of Article 8 of these Bylaws;
h) call the Shareholders’ Meetings;
i) submit a slate of candidates to the Shareholders’ Meeting for election of directors, pursuant to Article 20 of these Bylaws;
j) propose to the Shareholders’ Meeting the allocation of the balance of the adjusted net profit for the year, as referred to in letter “c”, paragraph one of Article 54 of these Bylaws;
k) approve the preparation of financial statements at shorter intervals than the fiscal year, the distribution of dividends based on such financial statements or interim dividends, as well as the payment or crediting of interest on own capital, under the terms of the applicable laws;
l) pass resolutions on the issuance of shares, debentures convertible into shares and subscription warrants, within the limits of the authorized capital of the Company;
m) submit proposals to the Shareholders’ Meeting concerning an amalgamation, spin-off, merger, merger of shares or dissolution of the Company, as well as amendments to these Bylaws;
n) authorize the acquisition of shares of the Company to be held as treasury shares, cancelled or subsequently disposed of, subject to applicable laws;
o) approve the public issuance of commercial promissory notes by the Company or by its controlled companies;
p) approve the following transactions, either by the Company or by its controlled companies, when the value exceeds five percent (5%) of the Company’s shareholders’ equity: (i) acquisition, disposal or encumbrance of assets; (ii) granting of collateral; (iii) borrowings or waivers of any rights; (iv) investment or investment project; and (v) direct or indirect acquisition or disposal of an equity interest, including by means of a consortium or special partnership;
q) approve the execution of shareholders’ agreements by the Company or by its controlled companies;
r) select and dismiss the independent auditors, after receiving the Audit Committee’s opinion;
s) express an opinion as to whether it is in favor or against any tender offer for the shares of the Company, through a prior opinion containing the reasons for such position disclosed within 15 (fifteen) days from the publication of the tender offer notice, opinion which should cover, at minimum: (i) the convenience and opportunity of the tender offer for the Company and its shareholders as a whole, including with respect to the price and potential impacts on share liquidity; (ii) any alternatives to accepting the tender offer for the shares on free float;
t) approve corporate policies as per the proposals submitted by the relevant entities; and
u) pass resolutions on other matters not regulated by these Bylaws, as well as otherwise resolving such matters.
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Article 29. The Chairman of the Board of Directors shall:
a) call the Shareholders’ Meeting, whenever so decided by the Board of Directors or, exceptionally, on his/her own initiative, in which case he/she shall immediately inform the other directors of the meeting;
b) call and preside the meetings of the Board of Directors;
c) communicate the dates of the regular meetings and oversee the Board of Director’s administrative activities; and
d) convey resolutions made by the Board of Directors to the Board of Executive Officers and instruct the latter on the fulfillment thereof.
Article 30. The Vice-Chairman of the Board of Directors shall replace the Chairman, in his/her occasional absences and unavailability and, in case of vacancy in the office of Chairman, to hold such office until the date of the election of the new Chairman.
CHAPTER VI
Board of Executive Officers
Article 31. The Board of Executive Officers shall be comprised of up to eight (8) executive officers, who may or may not be shareholders, shall be resident in Brazil and be elected by the Board of Directors, without specific designation except for the Chief Executive Officer and the Investor Relations Officer.
Sole paragraph. The term of the members of the Board of Executive Officers shall be 2 (two) years, with reelection permitted, and will continue until each successor is elected.
Article 32. The Board of Executive Officers shall hold meetings whenever the interest of the Company shall so require and their decisions shall be made by simple majority of votes, requiring one-half of the number of the elected members to form a quorum, with the Chief Executive Officer, in addition to his/her own vote, providing the casting vote.
Article 33. The Board of Executive Officers shall perform the acts necessary for the regular operation of the Company and for the management of its business, and shall be authorized to open and close branches, offices or other premises and facilities in any location in Brazil or abroad, subject to the guidelines provided by the Board of Directors.
§ 1 Actions which may affect third parties shall be signed by two executive officers, jointly, or by one executive officer and one attorney-in-fact, or by two attorneys-in-fact, with specific powers.
§ 2 The Company, acting by two of its executive officers, may appoint attorneys-in-fact, specifying in the power of attorney the purpose thereof, the powers granted and the term of the power of attorney, which shall not exceed one year, unless the power of attorney is granted with ad judicia powers, in which case it may be valid for an indefinite term.
§ 3 The Board of Executive Officers may, in exceptional cases, authorize the Company to be represented by one sole executive officer or one sole attorney-in-fact appointed for such purpose, and shall specify the purpose and limit of the powers granted in the minutes of the meeting.
Article 34. The Chief Executive Officer shall:
a) direct, instruct and coordinate the activities of the Company;
b) call and preside over the meetings of the Board of Executive Officers; and
c) represent the Company in court, either as plaintiff or defendant.
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Article 35. The executive officer exercising the duties of Investor Relations Officer shall provide information to investors, the CVM and the stock exchange or over-the-counter market on which the Company’s securities are traded, as well as maintain the registration of the Company updated in conformity with the CVM’s applicable regulations and to meet the other requirements contained in such regulations, in addition to exercising the duties assigned to him/her by the Board of Directors.
Article 36. The executive officers without a specific designation, in addition to their statutory duties, shall perform those duties which may be assigned to them by the Board of Directors.
Article 37. The executive officers shall substitute each other, subject to the following conditions:
a) in case of the occasional absence and unavailability of the Chief Executive Officer for a period of up to sixty (60) days, the Chairman of the Board of Directors shall nominate a substitute for him/her from among the members of the Board of Executive Officers, and the substitute executive officer shall temporarily exercise the duties of Chief Executive Officer until the latter returns to his/her office or the next following meeting of the Board of Directors, whichever occurs first; and
b) in case of vacancy in the office of an executive officer, he/she may be replaced, until the following meeting of the Board of Directors, by another executive officer appointed by the Chief Executive Officer.
CHAPTER VII
Committees
Article 38. The Company shall have the following support committees attached to the Board of Directors:
(a) Audit and Risks Committee;
(b) People Committee; and
(c) Strategy Committee
§ 1 Each committee shall have its own internal bylaws, which shall require the approval of the Board of Directors, to govern matters associated with its working and define the role of its coordinator.
§ 2 The Board of Directors may establish additional committees for assisting it in the management of the Company, which may have specific purposes and may appoint their respective members.
§ 3 The same obligations and restrictions imposed by law, by these Bylaws and by the New Market Regulation on the directors and executive officers of the Company shall apply to the members of the Audit and Risks Committee, the People Committee, the Strategy Committee and other additional committees that may be established by the Board of Directors for assistance in the management of the Company.
Article 39. Subject to the criteria set forth below, the Committees shall be comprised of at least three (3) members, being at least one of them a Director, all elected by the Board of Directors for a term of office of two (2) years, and the term shall coincide with the term of office of the Directors, with reelection being permitted for successive terms.
§ 1 During their term of office, the members of each Committee may not be replaced except for the following reasons:
(a) death or resignation;
(b) unjustified absence from three (3) consecutive meetings or six (6) alternate meetings per year; or
(c) a substantiated decision of the Board of Directors.
§ 2 In the event of a vacancy in any member of the Committees, the Board of Directors shall elect a person to complete the term of office of the replaced member.
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Section I – Audit and Risks Committee
Article 40. The Audit and Risks Committee shall include at least one (01) independent Director and at least one (01) member with recognized experience in corporate accounting matters, as provided in the applicable regulations of the CVM.
§ 1 A single member of the Audit and Risks Committee may concentrate the two foregoing requirements.
§ 2 The Audit and Risks Committee shall:
(a) recommend to the Board of Directors the retention and dismissal of independent audit services, as well as propose to the Board of Directors the nomination of the independent auditors and their replacement;
(b) review the Management Report and the financial statements of the Company and of its controlled companies, and provide the recommendations it deems necessary to the Board of Directors;
(c) review the quarterly financial information, interim statements, and financial statements prepared by the Company;
(d) monitor the activities of the Company’s internal audit and internal controls departments, including follow up and assessment of the effectiveness and sufficiency of the internal control structure and of the internal and independent audit processes of the Company and of its controlled companies, including in relation to the provisions set forth in the Sarbanes-Oxley Act, submitting the recommendations it deems necessary for the improvement of policies, practices and procedures;
(e) evaluate and monitor the Company’s risk exposure, as per the Risk Management Policy, as well as to provide its opinion on any review of the contents thereof, in addition to advising the Board of Directors in connection with the setting of acceptable risk levels;
(f) review, monitor and recommend to management any corrections or improvements to be made to the Company’s corporate policies;
(g) establish procedures for the acceptance and handling of information submitted by any party relating to alleged noncompliance with applicable legal and regulatory requirements applicable to the Company, in addition to internal regulations, policies and codes, including procedures for confidential or anonymous submission, safeguarding information secrecy;
(h) interact with the other Company’s governing bodies in connection with the receipt and review of information on noncompliance with legal and regulatory requirements applicable to the Company, as well as with internal regulations, policies and code; and
(i) provide its opinion on the matters submitted to it by the Board of Directors, as well as on those matters it determines to be relevant.
Section II – People Committee
Article 41. The People Committee shall be comprised of a minimum of two (2) independent Directors, and the other members may be Directors or not.
Sole Paragraph. The People Committee shall:
(a) propose to the Board of Directors the compensation to be paid to the directors and executive officers and senior employees of the Company and its controlled companies, to the members of the committees and of other governing bodies assisting the Board of Directors, pursuant to the proposal received from the Chief Executive Officer, and periodically revise the parameters and guidelines and, as a result, the compensation policy and other benefits of the Company and its controlled companies;
(b) propose to the Board of Directors, pursuant to the proposal received from the Chief Executive Officer, the overall compensation of the directors and executive officers of the Company, which shall be submitted to the Shareholders’ Meeting, and propose the individual compensation of the Board of Executive Officers;
(c) ensure that the Company prepares itself adequately for the succession of its directors, executive officers and other key employees, particularly the Chief Executive Officer and the principal executive officers; and
(d) carry out diligence and supervise the steps taken to ensure that the Company adopts a model of competence and leadership, attraction, retention and motivation in line with its strategic plans.
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Section III – Strategy Committee
Article 42. The Strategy Committee shall be comprised entirely of Directors and its duties shall be as follows:
(a) to advise the Board of Directors in overall business direction, as well as in the drafting and monitoring of the Company’s strategic plans and budgets;
(b) to provide its opinion on, and monitor, the Company’s strategic partnerships and main investments, as provided in the Investment Policy; and
(c) to provide its opinion on the capital allocation strategy and on the management of the Company’s portfolio, including mergers and acquisitions.
CHAPTER VIII
Fiscal Council (Conselho Fiscal)
Article 43. The Company’s Fiscal Council shall be non-permanent and, when installed by the Shareholders’ Meeting as provided in Law 6,404/76, shall be comprised of three (3) members and an equal number of alternate members, with such duties, powers and compensation as provided for by law. The Fiscal Council shall have a term of office of one (1) year, with reelection being permitted.
§ 1 Once the Fiscal Council has been installed, the commencement of the term of its full and alternate members shall be conditioned on the execution of the respective indeed of investiture, which shall cover their consent to the contents of Article 52 hereof.
§ 2 The Fiscal Council shall hold regular meetings once every quarter, and extraordinary meetings whenever necessary, and shall keep minutes of such meetings in the Company’s records.
§ 3 The same obligations and restrictions imposed by law, these Bylaws and the New Market Regulation on the directors and executive officers of the Company shall apply to the members of the Fiscal Council.
CHAPTER IX
Tender Offers
Section I – Sale of a Controlling Interest
Article 44. A direct or indirect sale of the controlling interest in the Company, either in a single transaction, or in a series of successive transactions, shall be conditioned upon the buyer making a tender offer for shares issued by the Company held by the remaining shareholders, subject to the conditions and terms set forth under the applicable laws and regulations and in the New Market Regulation, in order to provide shareholders equal treatment to that afforded to the seller.
Sole Paragraph. The buyer of a controlling interest shall, after the financial settlement of the foregoing tender offer, take the appropriate actions to, over the course of the subsequent eighteen (18) months, restore the minimum percentage of outstanding shares as per the New Market Regulation..
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Section II – Acquisition of Relevant Interest
Article 45. Any person, regardless of whether he/she is a shareholder, which, on his/her own account or through Joint Action with another person (“Purchaser of a Relevant Interest”), acquires or becomes the holder of Company shares, through a single transaction or a series of successive transactions, representing twenty percent (20%) or more of its capital stock (“Relevant Interest”), shall be required to make a tender offer for the acquisition of the shares held by the remaining shareholders at a price equal to the highest value per share paid by him/her in the preceding six (6) months, adjusted pursuant to the SELIC Rate.
§1 The Purchaser of a Relevant Interest shall not be required to make the tender offer provided for in this Article, in case he/she shall timely and cumulatively: (a) notify the Company of his/her intent to exercise the right provided for in this Paragraph within forty-eight (48) hours from the time he/she becomes owner of the Relevant Interest; and (b) sell, on a stock exchange, the number of shares of capital stock of the Company that exceeds the Relevant Interest, within thirty (30) days from the date of the notice mentioned in item (a) of this Paragraph.
§2 For purposes of calculating the limit of twenty percent (20%) set forth in the introductory paragraph of this Article, treasury shares held by the Company shall be excluded.
§3 The offer referred to in this Article shall not be required in the event any shareholder, or shareholders joined by a voting agreement registered with the Company, or shareholders who have a controlling relationship or are under common control are holders of more than one-half of the capital stock at the time of the acquisition of the Relevant Interest, excluding, for effects of such calculation, treasury shares held by the Company.
§4 The obligation to carry out the offer provided for in the introductory paragraph of this Article shall not apply in the event the obligation to carry out the offer provided for in Article 44 applies.
Section III –Deregistration as Publicly-Held Company and
Withdrawal from the New Market
Article 46. The Company’s deregistration as a publicly-held company, shall be preceded by a tender offer for shares at a fair price, such a tender offer to abide by the procedures and requirements set forth in Law 6,404/76 and the CVM regulations governing tender offers for the purposes of deregistration as a publicly held company.
Article 47. The Company’s withdrawal from the New Market, be it voluntary, mandatory or as a result of a corporate reorganization, shall abide by the rules set forth in the New Market Regulation.
Article 48. As provided in the New Market Regulation and except for the provisions of Article 49, next, the Company’s voluntary withdrawal from the New Market, in order for its shares to be registered outside the New Market shall be preceded by a tender offer for shares in line with the procedures set forth in CVM Regulations governing tender offers for shares for the purposes of deregistration as a publicly listed company, and the following requirements:
(a) the price of the tender shall be fair and calculated pursuant to the parameters set forth in Article 4-A of Law 6,404/76 and the applicable CVM Regulations;
(b) holders of interests in excess of one-third (1/3) of shares outstanding shall accept the tender offer or explicitly agree with withdrawal from the segment without selling their shares.
Sole Paragraph – For the purposes of Article 48, item “b”, of the present Bylaws, outstanding shares shall be only those whose holders explicitly agree with withdrawal from the New Market or qualify for the tender offer auction as per the CVM regulations governing tender offers for the purposes of deregistration as a publicly listed company.
Article 49. Voluntary withdrawal from the New Market as provided in foregoing Article 48 may take place irrespective of a tender offer if such a waiver is approved by the Shareholders’ Assembly, to convene:
(a) on first call with the attendance of shareholders representing, at least, two-thirds (2/3) of all shares outstanding; or
(b) on second call with any number of holders of outstanding shares in attendance.
Sole Paragraph – The decision regarding the foregoing waiver of a tender offer shall be made by a majority vote of the holders of outstanding shares in attendance at the Shareholders’ Meeting;
Article 50. A single tender offer may be made for more than one of the purposes provided for in this Chapter, in the New Market Regulation, in Law 6,404/76 or in the regulations issued by the CVM, provided that the procedures used in the tender offer are compatible with all requirements of each different tender offer, the tender offer offerees do not suffer any damages and the authorization of the CVM is obtained, when required by applicable law.
Article 51. To the extent the rights provided for in these Bylaws to shareholders with respect to tender offers are affected, the rules set forth by the New Market Regulation will prevail over the provisions herein.
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CHAPTER X
Arbitration Court
Article 52. The Company, its shareholders, directors and executive officers and the full and alternate members of the Fiscal Council, if any, are required to submit to arbitration at the Market Arbitration Tribunal, pursuant to the rules thereof, any and all controversies arising between them, either related to or resulting from their status as issuer, shareholders, managers and members of the Fiscal Council, in particular if arising from the provisions set forth in Law 6,385/76, Law 6,404/76, in the Bylaws, in the rules enacted by the National Monetary Council, the Central Bank of Brazil and the CVM, as well as other rules applicable to capital markets in general, in addition to those set forth in the New Market Regulation, other B3 regulations and the New Market Participation Agreement.
CHAPTER XI
Fiscal Year
Article 53. The fiscal year begins on January 1st and ends on December 31st of each year.
Article 54. After the balance sheet and the other financial statements are prepared, and after the deduction of accrued losses, the provision for income tax and, if applicable, the provision for directors’ and executive officers’ annual profit sharing, five percent (5%) of the net profit will be allocated to the legal reserve, up to the limit of twenty percent (20%) of the capital stock.
§1 The remaining profit will have the following destination:
a) fifty percent (50%) for payment of the mandatory dividend to the shareholders, deducted by semiannual or interim dividends that may have already been distributed; and
b) by proposal of the managing bodies, up to fifty percent (50%) for creating an investment reserve, aimed at protecting the integrity of the Company´s assets and to supplement its capital stock, in order to allow new investments to be made, up to the limit of one hundred percent (100%) of the capital stock, provided that the balance of such reserve, when combined with other profit reserve balances, except for the unrealized profit reserve and the contingency reserves, shall not exceed one hundred percent (100%) of the capital stock and, once such limit is reached, the shareholders’ meeting shall determine the allocation of the surplus through an increase of the capital stock or in the distribution of dividends; and
c) the balance will be allocated according to the resolution adopted at the Shareholders’ Meeting, which will take into account the Board of Directors’ proposal.
§ 2 The Company may, in addition to the annual balance sheet, prepare semiannual or interim balance sheets at any time, and the Board of Directors may, ad referendum of the Shareholders’ Meeting, declare interim dividends to the account of retained earnings or profit reserves recorded in its latest annual or semiannual balance sheets.
§ 3 Dividends not claimed within three (3) years from the date they were made available to the shareholders shall be forfeited to the Company.
CHAPTER XII
Miscellaneous
Article 55. The Company shall be liquidated as provided for by law, and the Shareholders´ Meeting shall decide the method of liquidation, appoint the liquidator and elect the Fiscal Council to operate during the liquidation process.
Article 56. The minutes of the Shareholders’ Meetings, as well as the minutes of meetings of the Board of Directors and of the Board of Executive Officers, shall be mechanically issued, in separate pages, and signed by the attendees, for subsequent bookbinding. In the event they contain resolutions affecting third parties, they shall be filed with the Commerce Registry Office and published.
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ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company
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CNPJ nº 33.256.439/0001-39 |
NIRE 35.300.109.724 |
Date, Hour and Place:
April 14, 2021, at 5:30 pm, at the company’s headquarter, located on Av. Brigadeiro Luís Antônio, nr. 1,343, 9th. floor, in the City and State of São Paulo, with attendance also allowed via Microsoft Teams.
Members in Attendance:
(i) Members of the Board of Directors undersigned; and (ii) the Secretary of the Board of Directors, Mr. André Brickmann Areno.
Matters discussed and resolutions:
- Approval of the election, as provided for in Article 23 of the Company’s Bylaws, of PEDRO WONGTSCHOWSKI as the Chairman of the Board of Directors, and LUCIO DE CASTRO ANDRADE FILHO as Vice-Chairman.
- Approval of the election of Messrs. Jorge Marques de Toledo Camargo, José Maurício Pereira Coelho and Ana Paula Vitali Janes Vescovi (who will act as the Committee coordinator), to compose the Audit and Risks Committee, with a mandate coinciding with the mandate of the Board of Directors established during the Ordinary and Extraordinary General Shareholders’ Meetings held on April 14, 2021 (“Meeting”).
- Approval of the election of Messrs. Jorge Marques de Toledo Camargo, Flávia Buarque de Almeida, Marcos Marinho Lutz and Pedro Wongtschowski (who will act as the Committee coordinator) to compose the Strategy Committee, with a mandate coinciding with the mandate of the Board of Directors established during the Meeting.
- Approval of the election of Messrs. Alexandre Teixeira de Assumpção Saigh, Lucio de Castro Andrade Filho, José Luiz Alquéres and José Galló (who will act as the Committee coordinator) to compose the People Committee, with a mandate coinciding with the mandate of the Board of Directors established during the Meeting.
- Approval, under the terms of article 28, item “b” of the Company’s Bylaws, of the election of the persons qualified below to hold the positions of Executive Officers of the Company, with a mandate until the 2023 Annual General Shareholders’ Meeting, which will examine the documents referred to in art. 133 of Law No. 6,404/76, referring to the year ended December 31, 2022:
As Chief Executive Officer:
- FREDERICO PINHEIRO FLEURY CURADO, Brazilian, married, engineer, Identity Card RG nr. 15.227.738/SSP-SP and CPF/ME registration nr. 267.002.121-20;
As Investor Relations Officer:
- RODRIGO DE ALMEIDA PIZZINATTO, Brazilian, married, business administrator, Identity Card RG nr. 27.715.764-X/SSP-SP and CPF/ME registration nr. 270.708.278-0;
As Executive Officers:
- DÉCIO DE SAMPAIO AMARAL, Brazilian, married, engineer, Identity Card RG nr. 11.621.893-9/SSP-SP and CPF/MF registration nr. 081.286.298-83;
- JOÃO BENJAMIN PAROLIN, Brazilian, married, chemical engineer, Identity Card RG nr. 8.658.508-3/SSP-SP, and CPF/ME registration nr. 029.320.368-74;
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- MARCELO PEREIRA MALTA DE ARAÚJO, Brazilian, married, engineer, Identity Card RG nr. 04.176.539-7/DETRAN-RJ and CPF/ME registration nr. 789.050.797-68; and
- TABAJARA BERTELLI COSTA, Brazilian, married, engineer, Identity Card RG nr. 17.304.700-2/SSP-SP and CPF/ME registration nr. 127.682.738-56.
Notes: (i) The resolutions were passed, with no amendments or reservations, by all the members of the Board of Directors; (ii) all Members have their professional address at Av. Brigadeiro Luís Antônio, nr. 1,343, 9th. floor, in the City and State of São Paulo (Postal Code 01317-910), except for Mr. Marcelo Pereira Malta de Araujo, whose professional address is at Av. Francisco Eugênio, nr. 329, 10th. floor, in the City and State of Rio de Janeiro, Postal Code 20948-900; and (iii) the members of the Advisory Committees to the Board of Directors and the Officers hereby elected take office on this date, by signing the respective terms of investiture, and, upon previous consultation, declared that: (a) they are not involved in any offense that prevents them from exercising the activities required by the position for which they were assigned; (b) they do not hold positions in companies that can be regarded as market competitors to the Company and (c) they have no conflicting interest with the Company, in accordance with Article 147 of Law No. 6,404/76.
There being no further matters to discuss, the meeting was concluded and these minutes were written, read, passed, and signed by all Directors present.
Pedro Wongtschowski – Chairman
Lucio de Castro Andrade Filho – Vice-Chairman
Alexandre Teixeira de Assumpção Saigh
Ana Paula Vitali Janes Vescovi
Flávia Buarque de Almeida
Jorge Marques de Toledo Camargo
José Galló
José Luiz Alquéres
José Mauricio Pereira Coelho
Marcos Marinho Lutz
Otávio Lopes Castello Branco Neto
André Brickmann Areno – Secretary
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 14, 2021
| ULTRAPAR HOLDINGS INC. |
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| By: /s/ Rodrigo de Almeida Pizzinatto |
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| Name: Rodrigo de Almeida Pizzinatto |
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| Title: Chief Financial and Investor Relations Officer |
(Minutes of the Annual and Extraordinary General Shareholders’ Meeting held on April 14, 2021; Bylaws of Ultrapar; Minutes of the Meeting of the Board of Directors held on April 14, 2021)