The divestments of Oxiteno and Extrafarma are aligned with Ultrapar’s portfolio review. With a more complementary and synergistic businesses, Ultrapar concludes the rationalization phase of its portfolio and will now concentrate on developing investment opportunities in the verticals of energy and infrastructure, with increasing focus on energy transition, leveraged by its portfolio and expertise. In the context, the Company announced the contracts signings described below and, as of December 31, 2021, classified these transactions as assets and liabilities held for sale and discontinued operations. The Company recognizes deferred taxes for the difference between the carrying amount of the net assets of a subsidiary that is classified as discontinued operation and the tax base of the investment. The related deferred tax expense or benefit is allocated to discontinued operations.

On May 18, 2021 the Company announced the signing of a share purchase agreement for the sale of all shares of Extrafarma held by subsidiary IPP to Empreendimentos Pague Menos S.A. (“Pague Menos”). The total sale price is R$ 700 million, subject to adjustments due mainly to changes in working capital and Extrafarma's net debt position on the closing date of the transaction.

The transaction will be settled in three installments as follows: 50% on the closing date and 25% on each the first and the second anniversary of the closing date, monetarily updated by the Interbank Deposits Interest Rate (“DI”) rate + 0.5% p.a., with a guarantee will be provided by a shareholder of the Pague Menos for the last two installments. The completion of this transaction is subject to usual conditions precedent in such deals, including approval by the Brazilian antitrust authority and by the general shareholders’ meeting of Pague Menos, pursuant to the terms of article 256 of the Brazilian Corporate Law, which was already held by the purchasing company. Furthermore, preemptive rights were granted to Company's shareholders who wished to acquire Extrafarma's shares, proportionally to their respective participation in the Company's share capital and for the same price per share to be paid by Pague Menos, pursuant to article 253 of the Brazilian Corporate Law. The shareholders of the Company that exercised such right will become direct shareholders of Extrafarma after closing of the transaction. The company held a general shareholders’ meeting on June 25, 2021 in which was formalized the offering of the aforementioned preemptive rights, detailing the procedures for its exercise, as applicable. The exercise period ended on July 29, 2021 and the total exercised was less than 1% of the Company's capital.

On February 11, 2022, the Administrative Council for Economic Defense ("CADE") issued an order declaring the Concentration Act no. 08700.005053/2021-74 regarding the acquisition of Extrafarma by Pague Menos. This declaration of complexity is a regular phase within the normal manner for concentration acts whose analysis by CADE needs further investigation. The companies continue to work with CADE in a transparent manner to provide all necessary clarifications.

Extrafarma and Pague Menos will maintain their regular course of business, on an independent manner, until the closing date of the transaction.

On December 31, 2021, the Company recorded an impairment in the amount of R$ 282,169, net of the effects of deferred income and social contribution taxes, as allocated below:

On August 16, 2021, the Company announced the signing of a share purchase agreement for the sale of all shares of Oxiteno S.A. – Indústria e Comércio (“Oxiteno S.A.”) to Indorama Ventures PLC (“Indorama”). For further information, see Note 1.c.

c. Disclosure of the impacts of IFRS 5 – Assets and liabilities held for sale and discontinued operations

The tables of assets and liabilities held for sale and discontinued operation are detailed below and include the financial position and profit or loss incurred throughout 2021 and 2020, when applicable. Eliminations refer to intercompany transactions, substantially represented by purchase and sale transactions, effects on the profit or loss of foreign debts contemplating hedging instruments, investments in associates that are not part of the sales transaction, among others.

c.1 The main classes of assets and liabilities classified as held for sale on December 31, 2021 are shown below:

(*) Balances and transactions between the discontinued and continuing operations have been eliminated, mainly related to loans.

c.2 The results for the year and cash flows from discontinued operations as of December 31, 2021 are shown below:

	Oxiteno		Extrafarma		Eliminations (*)		Total
Net revenue from sales and services	7,102,771		1,986,932		(23,908	)	9,065,795
Cost of products and services sold	(5,540,773	)	(1,384,316	)	23,908		(6,901,181	)
Gross profit	1,561,998		602,616		‐		2,164,614
Operating income (expenses)
Selling marketing and administrative	(978,221)		(685,794	)	‐		(1,664,015	)
Impairment	‐		(427,529	)	‐		(427,529	)
Other operating income, net	26,924		(1,109	)	‐		25,815
Operating income (loss) before finance income (expenses) and share of profit of associates	610,701		(511,816	)	‐		98,885
Share of profit of associates	48		‐		-		48
Operating income (loss) before finance income (expenses) and income and social contribution taxes	610,749		(511,816	)	-		98,933
Financial result, net	(431,441	)	(45,265	)	329,736		(146,970	)
Profit (loss) before income and social contribution taxes	179,308		(557,081	)	329,736		(48,037	)
Income and social contribution taxes	69,995		155,416		(112,110	)	113,301
Profit (loss) for the year	249,303		(401,665	)	217,626		65,264
Depreciation and amortization for the year ⁽ⁱ⁾	308,564		154,850		-		463,414

(*) Elimination between continuing and discontinued operations related to the intercompany loan (PPE) between Ultrapar International and Oxiteno.

⁽ⁱ⁾ Balances included for complete breakdown of segment information.

	Oxiteno		Extrafarma		Eliminations		Total
Net cash provided by (used in) operating activities	1,016,580		(33,273	)	(788	)	982,519
Net cash used in investing activities	(122,363	)	(35,072	)	(1,298	)	(158,733	)
Net cash provided by (used in) financing activities	(1,054,930	)	35,286		466,677		(552,967	)
Effect of exchange rate changes on cash and cash equivalents in foreign currency	56,553		‐		‐		56,553
(Decrease) increase in cash and cash equivalents	(104,160	)	(33,059	)	464,591		327,372

c.3 The results for the year and cash flows from discontinued operations as of December 31, 2020 are shown below:

	12/31/2020		Discontinued operations								12/31/2020
	Disclosed		Oxiteno		Extrafarma		Eliminations		Total		Re-Restated
Net revenue from sales and services	81,241,102		5,210,704		1,988,411		(16,069	)	7,183,046		74,058,056
Cost of products and services sold	(75,628,214	)	(4,188,711	)	(1,399,125	)	16,069		(5,571,767	)	(70,056,447	)
Gross profit	5,612,888		1,021,993		589,286		‐		1,611,279		4,001,609
Operating income (expenses)
Selling marketing and administrative	(4,098,377	)	(831,056	)	(662,182	)	-		(1,493,238	)	(2,605,139	)
Other operating income, net	297,544		153,457		(5,403	)	-		148,054		149,490
Operating income (loss) before finance income (expenses) and share of profit (loss) of subsidiaries, joint ventures and associates	1,812,055		344,394		(78,299)		‐		266,095		1,545,960
Share of profit (loss) of subsidiaries, joint ventures and associates	(43,617	)	414		‐		-		414		(44,031	)
Operating income (loss) before finance income (expenses) and income and social contribution taxes	1,768,438		344,808		(78,299	)	-		266,509		1,501,929
Financial result, net	(269,374	)	1,482		(38,938	)	318,430		280,974		(550,348	)
Profit (loss) before income and social contribution taxes	1,499,064		346,290		(117,237	)	318,430		547,483		951,581
Income and social contribution taxes	(571,367	)	(118,132	)	(40,453	)	(108,265	)	(266,850	)	(304,517	)
Net income from continuing operations	-		-		-		-		-		647,064
Net income from discontinued operations	-		-		-		-		280,633		280,633
Profit (loss) for the year	927,697		228,158		(157,690	)	210,165		280,633		927,697
Depreciation and amortization for the year ^{^{^⁽ⁱ⁾}}	1,556,599		275,063		153,899		-		428,962		1,127,637

(i) Balances included for complete breakdown of segment information.

	12/31/2020		Discontinued operations								12/31/2020
	Disclosed		Oxiteno		Extrafarma		Eliminations		Total		Re-Restated
	(A)								(B)		(A-B)
Net cash provided by (used in) operating activities	3,138,119		765,090		111,396		(2,380	)	874,106		2,264,013
Net cash used in investing activities	(2,136,405	)	(159,349	)	(6,484	)	(321,557	)	(487,390	)	(1,649,015	)
Net cash (used in) provided by financing activities	(592,333	)	(1,236,490	)	11,272		305,534		(919,684	)	327,351
Effect of exchange rate changes on cash and cash equivalents in foreign currency	136,734		114,822		‐		‐		114,822		21,912
Increase (decrease) in cash and cash equivalents	546,115		(515,927	)	116,184		(18,403)		(418,146	)	964,261

c.4 The results for the year and cash flows from discontinued operations as of December 31, 2019 are shown below:

	12/31/2019		Discontinued operations								12/31/2019
	Disclosed		Oxiteno		Extrafarma		Eliminations		Total		Re-Restated
Net revenue from sales and services	89,297,975		4,254,237		2,060,569		(21,560	)	6,293,246		83,004,729
Cost of products and services sold	(83,187,109	)	( 3,537,570	)	(1,462,313	)	21,560		( 4,978,323	)	(78,208,786	)
Gross profit	6,110,866		716,667		598,256		-		1,314,923		4,795,943
Operating income (expenses)
Selling marketing and administrative	( 4,366,640	)	( 737,606	)	(742,599	)	-		( 1,480,205	)	( 2,886,435	)
Other operating income, net	(443,674	)	(5,348	)	(580,055	)	-		( 585,403	)	141,729
Operating income (loss) before finance income (expenses) and share of profit (loss) of subsidiaries, joint ventures and associates	1,300,552		(26,287	)	(724,398	)	-		(750,685	)	2,051,237
Share of profit (loss) of subsidiaries, joint ventures and associates	(12,145	)	528		-		36		564		( 12,709	)
Operating income (loss) before finance income (expenses) and income and social contribution taxes	1,288,407		(25,759	)	(724,398	)	36		(750,121	)	2,038,528
Financial result, net	(506,854	)	14,464		(32,451	)	(184,484	)	166,497		( 673,351	)
Profit (loss) before income and social contribution taxes	781,553		(11,295	)	(756,849	)	184,520		(583,624	)	1,365,177
Income and social contribution taxes	(378,609	)	35,191		118,901		(62,725	)	91,367		(469,976	)
Net income from continuing operations	402,944		23,896		( 637,948	)	121,795		( 492,257	)	895,201
Net income from discontinued operations	-		(23,896	)	637,948		(121,795	)	492,257		( 492,257	)
Profit (loss) for the year	402,944		-		-		-		-		402,944
Depreciation and amortization for the year ⁽¹⁾	1,499,955		222,004		154,324		-		376,328		1,123,627

(i) Balances included for complete breakdown of segment information.

	12/31/2019		Discontinued operations							12/31/2019
	Disclosed		Oxiteno		Extrafarma		Eliminations	Total		Re-Restated
	(A)							(B)		(A-B)
Net cash provided by (used in) operating activities	2,924,852		486,276		23,282		42,910	552,468		2,372,384
Net cash used in investing activities	(1,835,261	)	(882,894	)	(122,462	)	9,433	(995,923	)	(839,338	)
Net cash (used in) provided by financing activities	(2,922,229	)	(375,258	)	125,852		7,499	(241,907	)	(2,680,322	)
Effect of exchange rate changes on cash and cash equivalents in foreign currency	9,066		30,871		-		-	30,871		(21,805	)
Increase (decrease) in cash and cash equivalents	(1,823,572	)	(741,005	)	26,672		59,842	(654,491	)	(1,169,081	)

c.3.1 Share of profit (loss) of investees Oxiteno and Extrafarma, net of related parties, were re-present as discontinued operations in the total amount of R$ (492,257) in the statement of profit or loss for the year 2019, as per Notes 3.c.3 and 13.a.

3. Assets and liabilities from subsidiaries held for sale and discontinued operations