EX-2.9 16 ex29_1.htm EXHIBIT 2.9

Exhibit 2.9

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31, 20 2 2, Ultrapar Participações S.A. (“Ultrapar,” the “Company,” “we,” “us,” and “our”) had the following classes of securities registered purs uant to Section 12(b) of the Securities Exchange Act of 1934:

| Title of each class |  | Trading symbol(s) | Name of each exchange on which registered |
| C ommon shares without par value* |  | — | New York Stock Exchange* |
| American Depositary Shares**, e ach r ep resenting one common share |  | UGP | New York Stock Exchange** |

* Not for trading, but only in connection with the registration of the American depositary shares (the “ADSs”), representing such common shares, pursuant to the requirements of the SEC.

** E viden ce d by American d epositary r eceipts (“ADRs”).

Capitalized terms used but not defined in this Exhibit 2.9 shall have the meaning given to such terms in the Ultrapar’s Annual Report on Form 20-F for the fiscal year ended December 31, 20 2 2 (the “20 2 2 Form 20-F”).

COMMON SHARES

The following description of Ultrapar’s common shares is a summary of selected significant provisions of our bylaws and the Brazilian Corporate Law, the rules and regulations of the CVM and the Novo Mercado listing s egment of the B3 reg arding certain corporate matters applicable to us. This description is subject to and qualified in its entirety by reference to our bylaws, Brazilian Corporate Law, the rules and regulations of the CVM and the rules of the Novo Mercado. An English tran slat ion of the bylaws is incorporated by reference as Exhibit 1.1 to the 20 2 2 Form 20-F. A copy of our bylaws (together with an English translation) is also available for inspection at our we bsite (https://ri.ultra.com.br/).

General

Ou r common shares are liste d and admitted to trade on the Novo Mercado segment of the B3 under t he ticker symbol “UGPA3.” Our common shares are listed on the New York Stock Exc hange not for trading, but only in con nection with the registration of the ADS rep resenting such common sha res, pursuant to the requirements of the SEC.

We are registered with the commercial registry of the state of São Paulo under the registration number 35,300,109,724. Pursuant to chapter I, article 3 of our bylaws, our main corporate purpose is the investmen t of our capital in the trade, industry and agriculture sectors and in companies providing services, through the subscription for or acquisition of shares or quotas in other companies.

D escription of Capital Stock

As of December 31, 20 2 2, our subscribed and paid-in capital stock consisted of 1,115,1 73,080 common shares, all of which have equal voting and equity rights, with no par value, of which 26,158,983 common shares were held in tre asury.

I n February 202 3 and August 2022, the Board of Directo rs conf ir med the issuance of 31,211 and 21,472 comm on shares, respectively, due to the partial exercise of the subscrip tion warrants issued by the Company as of the approval of the Extrafarma t ransaction described in t his Form 20 F. As a consequence of this issua nce s, as of the date of th is annual report, the Company’s capital sto ck is represented by 1,115,20 4,291 common shares, all nominative, with no par value. Since no additional payment for exercising the subscription warrants is due, the issuance did n ot resu lt in any change in the amount of the capital stock.

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Novo Mercado

As a result of our common shares being listed on the Novo Mercado, we are required to comply with heightened requirements for corporate governance. In addition, we are not permitted to issu e pref erred shares or any shares with restricted voting rights while listed on th is segment pursuant to its rules. As of January 2, 2018, the new rules for Novo Mercado came into effect an d our bylaws reflect s s aid rules si nce April 10, 2019.

Voting Rights

Each common share entitles its holder t o one vote at the matters of the shareholders’ mee tings, in accordance with the Brazilian Corporate Law, our bylaws and the Novo Mercado regulations.

In addition, our bylaws and Brazilian Corporate Law provide that holders of common shares are entitled to dividends or other distributions made with respec t to s uch common shares proportionate to their holding of common stoc k. In the event of our liquidation and after payment of all our liabilities, shareholders are en titled to a return of capital proportiona te to their share of common stock. Holders of our common shares may participate in future capital increases and are gen erally entitled to preemptive rights to obtain new shares under Brazilian Corporate Law. See “—P reemptive Rights.”

According to Brazilia n Corporate Law, neither our bylaws nor actions ta ken at a shareholders’ meeting may deprive a shareholder of the follo wing rights:

• the right to participate in the distribution of profits;

• the right to partic ipate in any remaining residual assets in the event of liquidation of our company;

• pre emptiv e rights in the event of issuance of shares, convertible debent ures or warrants, except in certain specific circumstances under Brazilian Corporate Law describ ed in “—Preemptive R ights;”

• the righ t to inspect and supervise, in the manner set fort h in B razilian Corporate Law, the management of corporate business; a nd

• the right to withdraw from the company in the cases specified in Brazilian Corporate Law, which are described in “—Withdrawal Rig hts”, except in certain specific circumstances und er Bra zilian Corporate Law.

Shareholders’ Meetings

A general shareho lders’ meeting must be convened and held in accordance with the requirements of Brazilian Corpor ate Law. Shareholders’ meetings are calle d by the publication of a notice on at least three occas ions in a widely circulati ng newspaper of the State of São Paul o, our principal place of business, and its website. A s determined by Brazilian Corporate Law, t he first notice of a shareholders’ meetin g shall be given at least 21 days prior to holding the m eeting. However, CVM rules require that companies whose shares are also represented by ADSs must convene a shareholders’ meeting no later than 30 days in advan ce. In addition to such newspaper publica tion, the CVM requires that all documents related to the agenda to be deliberated upon on the meeting are filed with th e CVM and filed on the CVM website (www.cvm.gov.br), as well as being made available at the Comp any’s headquarters and on its website, an d also mad e available on the website of the B3.

Holders of shares voting at a general shareholders’ meeting have the e xclusive power to: (i) amend our bylaws; (ii) elect or dismiss members of the Board of Directors, at any ti me; (iii) in stall our fiscal council and elect its membe rs; (i v) approve the yearly accounts by management and to accept or reject management’s financial statements, including the allocation of net profits and the Distributable Amount (as define d be low) for payment of the mandatory distribution and allocation t o the various reserve accounts; (v) authorize the issuance of deb entures considering the terms of our bylaws; (v i) suspend the rights of a shareholder in the event such shareholder does not com ply with obligations imposed by law or our bylaws; (v i i) accept o r reject in-kind contributions offered by a shareholder in cons ideration for issuance of capital stock; (vi i i) pass resolutions to reorganize the legal form of, merge, consolidate or spli t th e company, to dissolve and liquidate the company, to el ect and di smiss our liquidators and to examine their accounts; and (ix) a uthorize management to declare us insolvent and to file for judicial reorganization (a procedure involving protection from c redi tors available under Brazilian law).

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Except as otherwi se provi de d by Brazilian Corporate Law, a general shareholders’ meeting m ay be held if shareholders representing at least one-quarter of the voting capital are present. If no such quorum is present, a second notice must again be given eight days in advance, and a me eting may then be convened without any specific quorum requirem ent, subject to the minimum quorum and voting requirements for certain matters, as described below. A shareholder whose voti ng r ights have been suspended for any reason may still atte nd the g en eral shareholders’ meeting and take part in the discussion of m atters submitted for consideration.

Except as otherwise provided by law, resolutions passed at a general shareholders’ meet ing are passed by a simple majority vote, with abstentions not bein g taken into account. In general, each share has the right to one vote. Under Brazilian Corporate Law and in accordance with our bylaws, the approval of shareholders representing at least o ne-h alf of the issued and outstanding shares is required fo r the fo ll owing types of action: (i) creating a new class of shares that has a priority, preference, right, condition or redemption or amortization superior to an existing class of shares, such as pref erred shares (in which case we would be required to del ist from t he Novo Mercado segment in accordance with its rules); (ii) cha nging the mandatory distribution; (iii) changing the corporate purpose; (iv) entering into any merger, consolidation or reor gani zation of the company; (v) dissolving or liquidating th e compan y, and (vi) participation in a group of companies defined under B razilian Corporate Law. In the case of (i), the vote of the holders of a majority of issued and outstanding shares of the af fect ed class is also required.

General shareholders’ meeti ngs are ca lled and convened by the chairman of our Board of Directors and are presided over by the chairman of our Board of Directors, or a person designated by him. The chairman of the meeting sha ll s elect a secretary from among the meeting’s attendees. S harehold er s’ meetings also may be called by (i) any shareholder, if our B oard of Directors fails to call a shareholders’ meeting within 60 days after the date on which it is so required; (ii) share hold ers holding at least five percent of our shares if our Board of D irectors fails to call a meeting within eight days after receip t of a justified request to call the meeting and by those shareholders indicating the proposed agenda; (iii) shareholders ho ldin g at least five percent of our shares if our Board of D irectors f ails to call a meeting within eight days after receipt of a req uest to call the meeting to form a fiscal council; and (iv) our fiscal council, if one exists, in the event that the Board o f Di rectors fails to call an annual general shareholders’ meeting w ithin a mo nth of the required date. The fiscal council may also call an e xtraordinary general shareholders’ meeting in the specific context set forth in Brazilian Corporate Law.

Location of Our Shareholders’ Meeting

Our shareholders’ meetings usually take place at our headquarters in the City of São Paulo, located in the State of São Paulo. Brazilian Corporate Law permits us to hold shareholders meetings elsewhere in the event of force maje ure, provided that the meetings are held in the City of São Paulo a nd notice of the meeting clearly indicates where the meeting is to occur.

Also, p ursuant to the terms of Resolution 81/22 f rom CVM, the Sharehol d e rs’ Meetin g may occ ur through a d igital pl atform; accordingly, the shareholders shall attend at the m eetin g through remote voting form; and through digital platform, in person or by a t torney-in-fact duly appointed.

Conditions of Admission

Our bylaws provide that, in order to attend a sha reholders’ meeting, each shareholder must furnish a share state ment issue d by the bookkeeping or custodian institution that indicates the number of sh ar es of record held. The Comp an y shall determine the deadli ne for the shareholders to furni sh the share statement o n the n oti ce of t he shareholders’ me eting. Shareholders represented by proxies must send to the C ompany the respective pow er of attorney also prior t o the meeting. T he proxy must have been a ppointed l ess than a year prior to the meeting, and the power of p roxy must be granted to a shareholder, corporate officer, lawyer or financial institution.

The shareholde rs which are investme nt funds must send the c ompany, within the same period mentione d in the p aragraph above: (i) evidence of the capacity of fund man ager conferred upon the individual or legal entity representing the shareholder at the shareholders’ meeti ng, or the proxy gran ting such powers; (ii) t he corporate action of the manager, in case it is a legal entity, granting powers to the representative a ttending the shareholders’ meeting or to whom the power of attorney has been granted; and (iii) in the eve nt the representative or proxy is a legal e nt ity, the same documents referred to in (ii) above, as rel ated thereto.

We will verify in good faith the validity of the documents showing the capacity of a shareholder’s representative and will presume the trut hfulness of the credi ble statements made by s uch representative. However, shareholde rs will be prohibi ted from participating in any meeting if such sh areholder or its representative fails to present the respective power of attorney or the custodian’s state ment (if shares are h eld through a custodia n institution).

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In the event a sharehold er partici pates in a meeting without proper representation as ment ioned in the paragraph above, or in case such shareholder does not own the number of shares claimed to be owned by it, we will notify such shareholde r about the issue and will disregard the votes cast by such shareholder at the meeting. In addition, regard less of whether we hold another shareholders’ meeting to vote on the same matters, such shareholders will be liable for any los ses and damages arisin g from their acts.

Should a dispute aris e with res pect to exclusion from a meeting under such circumstance, the dispute will be submitted to arbitration as provided for in the Novo Mercado regulations and pursuan t to our bylaws.

Boa rd of Directors

T he Management is composed of the Board of Directo rs and by our Executive Officers. As of December 31, 20 2 2, our Board of Directors consisted of t en members, all of th em being non-exec utive members and six of whom were independent, according to th e Brazil ian Novo Mercado Listing Rules. One member of the Board was an executive officer until December 20 12 and one memb er was our executive officer until December 20 21. O n Apr il 19, 2023, a new composition of the Boar d o f Dire ctors was elected fo r a two-y ear term. O ur Board of Dire ctors now consists of 9 mem bers, seven of whom are independent accordin g to th e Brazil ia n Nov o Mercado Listing Ru les. Th e non-independent members are related, directly or indirectly, to Ultra S.A. and one of them is also our CEO.

Our Board of Director s must meet every three months and extraordinarily whenever called by its c hairman or by any two d irectors. During 20 2 2, nine board meetings were hel d.

Each meeting of the Board of Directors requires the majority of t he directors to be present, includi ng the chairman or the vice-chairman, be fore the meeting may comm ence. The vote of the majority of the members present is required for the approval of a resolution by the Board of Directors. In case of a tie, the chairman, or in the chairman’s absence, the v ice chairman, will provide the casting vote. In case of urgency, the chairman of our Board of Direct ors (or a third party that he/she may appoint) m ay call a special meeting of the Board of Directors with a shorter notice period than the usual; provid ed, however, that two-thirds of board m embers are presen t in ord er to co mmence such special meeting. Amon g other responsibilities, the Board of Directors is responsible for (i) setting general guidelines, (ii) electi ng and removing executive officers, supe rv ising their management and fi xing their compen sation, (iii) deliberating on the issuance of new shares, within the limits of our authorized capital, (i v) authorizing the distributions of dividends and interest on shareholders’ equity, (v) approving trans ac tions with value exceeding fi ve percent of our shareho lders’ equity, (vi) approving our dissolution or merger and (vii) select and dismiss the ind ependent a uditors. Pursuant to Brazilian law, the Board of Directors must b e elected by the sharehol ders at the general shareholders’ meeting.

Members of the Board of Directors are elected for a period of two yea rs and may be reelected.

O ur bylaws re quire that at least one-third or two, whichever is higher, of the members o f our Board of Di rectors be i ndependent direc to rs, which exceeds the 20% required by the Novo Mercado segment regulation. In addition, our byl aws set forth that the election of the mem bers of the Board of Directors must be made through the nomination of a slate of candidat es, unless c umulative voting i s requested. Only the following slates of candidates will be eligible; (i) those nominated by t he Board of Directors; or (ii) those no min ated by any shareholder or group of shareholders.

When electing members to the Board of Directors, s hareholders will b e entitled to request, as required by law and our bylaws, the adoption of a cumulative voting p rocess, provided that they do so within, a t least, forty-eight hours in advance of the shareholders’ meeting. The minimum percentag e of capital necessary for r eq uesting the cumulative voting process is 5% of the shares. In the event the election has been c onducted by cumulative voting, the remo val of any member of the Board of Directors by the shareholders’ meeting sh all entail the re moval of the other members, gi ving rise to a new election.

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Dividends and Profit Reserve Accounts

The bylaws of a Brazilian company may establish a minimum percent age of the profit that must be paid to shareholders as mandatory dividends. The amounts due as dividends may be paid as in terest on net equity. Our bylaws approved at the extraordinary and annual general shareholders’ meeting held on April 1 3, 20 22 provide s f or a mandatory distribution equal to 25% of the adjusted net profit, aft er the allocation of 5% of th e net profit to th e legal reserve.

Brazilian Corporate Law defines the “net profit” as the results of the releva nt fiscal year, reduced by accumulated los ses of prior fiscal years, provisions for income tax and social contribu tion on the net p rofit for su ch fiscal year, an d amounts allocated to employees’ and management’s participation on the results in such fiscal year.

Under Brazilian Corporate Law, th e net profit may be reduced or increased by the following:

- amounts allo cated to the lega l reserve;
- amounts allocate d to the statutory reserve, if any;
- amounts allocated to the contingency reserve, if required;
- amounts allocated to the unrealized pro fit reserve;
- amounts allocated to the retained profit reserve;
- amounts al located to the in come tax exe mption reserve;
- r eversions of reserves registered in prior years, in accordance with Brazilian GAAP; and
- revers ions of the amounts allocated to the un rea lized profit reserve, when realized and not absorbed by losses.

Legal r eserves. We are r equired to m aintain a legal re serve to which we must allocate 5% of our net profit until the amount of our legal reserve equa ls 20% of paid-in capital. We are not r equ ired to make any allocations to the legal reserve for any fiscal year in which such reser ve, when add ed to our capita l reserves, exceeds 30% of our capital stock. Accumulated losses, if any, may be charged against the legal reserve. Other than that, the le gal reserve can only be used to increase our capital.

Statutory reserve s. Under Brazilia n Corporate Law, any corpora ti on may create statutory reserves, in which case it shall be provided in its respective bylaws. In this case, the bylaws must also indi cat e the reserve purpose, allocation criteria and maximum amount of reserve. As provided in our bylaws, we may allocate up to 75% of our adjusted net profit to an in vestment reserve, up to the limit of 100% of our cap ital stock.

Contingency reserves. Unde r Brazilian Corporate Law, our shareholders may decide, upon a proposal of our Board of Dire ctors, to al locate a discret io nary amount of our net profit to a continge ncy reserve for estimated future losses, which are d eemed probable. The distributable amoun t may be further increased by the reversal of such reserve in the fiscal ye ar when the reaso ns that just ified the creati on of such reserve cease to exist or in which the anticipated loss occurs. Accordingly, there is no specific percentage of net profit al locable to this type of reserve.

Unrealized profits reserves. Under Brazil ian Corporate Law, when the m andatory dividen d amount exceeds the realized net profits in a given fiscal year, our shareholders may elect, upo n a proposal of our Board of Directors, to allocate some or all of the excess dividend amount to any unrealized pr ofits reserve. Br azilian Corp orate Law define s “realized” net profits as the amount by whi ch the company’s net profits exceed the sum of (1) i ts net positive results, if any, from t he equity method of accounting for earnings and losses of the company’s sub sidiaries and cer tain of its affiliates and (2) the profits, gains or returns that will be received by the company after the end of the next f iscal year. The distributable amount is increased by the profits that were allocated to such reserve when they are realized.

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Incom e tax exempt ion reserve. Und er Brazilian Corporate Law, the portion of th e net profit derived from donations or governmental incentives directed to investments, can be excluded of the Distributable Amount.

Retained profits reserve. Under Brazilian Corpora te Law, our shareholders may d ecide to retain a discretionary amount of o ur net profits that is provided for in a budget appr oved in the general shareholders’ meeti ng, upon the proposal of its Board of Directors, for the expansion of our i nstallations and other invest ment projects. A ft er the conclusion of the relevant investmen ts, we may retain the reserve until the shareholders approve the transfer of the reserve, i n full or in part, to its capital or to the accumulated profits reserve. In accordance with Brazilian Co rporate Law, if a project to which part of the reserve has be en allocated has a term exceeding one year, the budg et for such project must be approved by the general shareholders’ meeting each fiscal year through the conclusion of the project.

Brazilian Co rporate Law prov id es that all statutory allocations of net pr ofit, including the unrealized profits reserve and t he reserve for investment projects, are subject to approval by the shareholders voting at a general shareholders’ meeting and may b e used for c apital increases o r for the payment of dividends in subsequen t years. The legal reserve is also subject to approv al by the general shareholders’ meeting and may be transferred to capital or used to absorb losses, but is not ava ilable for the pa yment of div idends in subseq ue nt years.

The balance for the profit res erve accounts, except for the contingency reserve an d unrealized profits reserve, may not e xceed the share capital. If this happens, our shareholders must determine w hether the excess will be app lied to pay in t he subscribed and unpaid capital, to increase and pay in the subscribed stock capital or to distr ibute dividends.

The profits unallocat ed to the accounts mentioned above must be distributed as dividends.

A com pany is permitted to allocate to the unrealiz ed profits reserves all income from equity ga ins in subsidiaries that are not distributed to the company in the form of cash dividends. When such gains are distributed to the company in the form of cash dividend s, the company is required to reverse the res er ve. In addition to the mandatory distributi on, the Board of Directors may recommend to the shar eholders the payment of interim distrib utions from other funds that are legally available for such purposes. Any p ayment of an inte rim dividend may be set off ag ainst the amount of the mandatory dividend distribution for that fiscal year.

As an alternativ e form of payment of dividends, Brazili an companies may distribute interest on capital, which payments may be trea ted by a company as a deducti ble expense for in come and social contribution taxes purposes. Payments of interest on capital may be made at the discretion of our Board of Directors, subject to the approval of the holders of our common shares. Payments of in terest attributed to sharehol ders’ equity, ne t of withholding tax, may be distributed as p art of the minimum mandatory dividends, to the exten t that it does not exceed the limits de scribed below. This interest is calculated in accordance with the daily pro rata variation o f the Brazil ian government’s l ong-term interest rate (TJLP), as determine d by the Central Bank from time to time, and cannot exceed the greater of:

- 50% of net inco me (after the deduction of the social contribution on profits and before th e provision for c orporate inc ome tax and the am ounts attributable to shareholders as net i nterest on equity) related to the period in respect of which the payment is made; or
- 50% o f the sum of retained profits and profit reserves in the beginning of the p eriod with respec t to which t he payment is ma de.

Under Brazilian Corporate Law, a company may suspend the mandatory distribution either in th e form of dividends or payments of inte rest on capital if the shareholders at the general shareholders’ meeting de termine, based on the Board o f Directors’ pro po sal, which is reviewed by the Fiscal Counci l when installed, that payment of the mandatory dist ribution for the preceding fiscal year would be inadvisable in light of the company’s financial condition. The manage m ent of the Company must report to the CVM such suspension within five day s of the relevant general shareholders’ meeti ng. Under Brazilian law, mandatory distributio ns that are suspended and not offset against losses in future years must be paid as soon as the financial condition of the company permits.

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We declar e and pay divide nd s and/or interest on capital, pursuant to B razilian Corporate L aw and our bylaws. Our Boa rd of Directors may approve the distribution of dividends and/or interest o n capital, calcul ated based on our annual or semiannual financial statemen ts or on financi al statements relating to shorter periods. Th e amount of any dist ributions will depend on a series of factors, such as our financial condition, prospects, macroeconom ic conditions, ta riff adjustments, regulatory changes, growth strategies a nd other issues ou r Board of Directors and our shareholders m ay consider relevant.

Holders of our common shares are entitled to receive dividends declared by us solely from the dat e of the subscrip tion and/or acquisition of such common shares.

Payment o f Dividends

Wit hi n the four months following the end of each fiscal year, our sh areholders are required to hold an annual general shareholders’ meeting to decide, among other things, on the allocati on of our net profits with respect to the fiscal year end ed immediately p ri or to the shareholders’ meeting and the pay ment of an annual di vidend. Additionally, inte rim dividends may be declared by our Board of Directors. Under Brazilian Co rporate Law, divi dends are generally required to be paid within 60 days fo llowing the date t he dividend was declared, unless a sharehol ders’ resolution set s forth another date of pa yment, which, in either case, must occur prior to the end of the fiscal yea r in which such d ividend was declared. Pursuant to Brazilian c ivil l aw, u n claimed dividend s revert to us three years after the date whe n we begin to pay su ch declared dividends.

Sh areholders who are not residents of Brazil must register with the Central B ank to have divid ends, sales proceeds or other amounts with respect to the ir common shares e ligible to be remitted in foreign currency outside of Brazil. T he shares underlyin g the ADSs will be held in Brazil by Itaú Corretora de Valores S.A., as age nt for the Deposi tary. For purposes of the registration requirement, the D epositary is dee me d to be the stockholder of the common share s underlying the ADSs. The Depositary will reg ister such common shares with the Central Bank. Payments of cash dividends and distribution s, if any, will be made in Brazilian currency to the Cust odian on behalf of the Depositary. The Custodian will then co nvert such proceeds into U.S. dollars and will cause such U.S. dollars to be delivered to the Depositary for distribution to holders of AD Ss. In the event that the Custodian is unable to convert immediately the Br azilian currency received as dividends into U.S. dollars, the amount of U.S. dollars paya ble to holders of ADSs may be adversely affected by devaluations of the Bra zilian currency t hat may occur before such dividends are converted and rem itted. Dividends i n respect of the common shares paid to shar eholders who are not Brazili an residents, inc luding holders of ADSs, are exempt from Brazilian withholding tax except fo r dividends declar ed based on profits generated prior to December 31, 1995. Distributions o f interest attributable to shareholders’ equi ty are currently subject to withholding tax a t a rate of 15%, or 25% in the case of a shareholder domiciled in a “tax ha ven.” See “Item 10.E. Additional Information—Taxation—Brazilian Tax Cons iderations” in the 20 2 2 Form 20-F.

Withdrawal Rights

Holders of s hares have a right of rede mption (appraisal rights) in certain limited circumstances. Under Brazilian Corporate Law and sub je ct to the rules set forth on such law, a dissenting shareholder may seek redemption of his or her shares upon a decis ion made at a sh ar eholders’ meeting: (i) to create a new clas s of shares that has a priority, preference, right, condition or redemption or amortization superior to an existing cla ss of shares, such as preferred shares (in which case we would be required t o delist from th e Novo Mercado segment i n accordance with its rules); (ii) to reduce the mandatory distribution of dividends; (iii) to change our corporate purpos es; (iv) to transf er all of our shares to another company in order to make us a wholly owned s ubsidiary of suc h company (incorporação); (v) to participate in a group of companies, subject to the limits set forth in Brazilian Corporate Law; or (vi) to merge with another comp any The right to redemption lapses thirty days after publication of the minu tes of the relev an t shareholders’ meetin g. We would be entitl ed to reconsider any action giving rise to redemption rights within ten days following the expiration of such rights if the redemption of shares of dissenting shareholders would jeopardize our fi nancial stabilit y.

Shares are redeemabl e at their book value, determined on the basis of the last balance sheet approved by the shareholders. If the shareholders’ meeting giving r ise to redemption rights occurs more than 60 days after the date of the last approved balanc e sheet, a shareholder m ay demand that its sh ares be valued on the basis of a new balance sheet that is as of a date within 60 days of such shareh olders’ meeting.

Redemption

Under Brazilian Corporate Law, our shareholders may decide at a n extraordinary sh areholders’ meeting to require us to redeem its outstanding shares. Share redemption may be paid for using our profits, profit reserves or capit al reserves. If th e share redemption is not applicable to all shares, the redemption will be m ade by lottery. If custody sha res are pi cked in the lottery a nd there are no rules established in the custody agreement, the financial institution will specify th e shares to be red eemed on a pro rata basis.

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Registration of Shares

All of our shares are ke pt in book-entry f orm and held in a depo sit account with a fi nancial institution authorized by the CVM, in the name of their holders, without certificates issued. The transfer and record cost, as well as the cost of the services relating to our book-entry shares, may be c ha rged directl y to the s hareholder by the boo kkeeping institution.

Preemptive Rights

Each of our shareholders has a general preemptive right to subscribe for shar es in any capital increase in proportion to its shareholding. A minimum peri od of 30 days fo ll owing the p ublication of notice of the capi tal increase is allowed for the exercise of the right, and the right is negotiable. You may not be a ble to exercise pre emptive rights in respect of shares represented by ADSs unless a registratio n statement unde r the Securit ies Act is effective or an exemp tion from the registration requirement thereunder is available.

Under the terms of Article 172 of B razilian Corporate Law and our bylaws, our Board of Directors may waive preemptive rights or re duce the period fo r the exerc ise thereof with respect to the issuance of new shares, debentures convertible into our shares and warrants up to the limit of our a uthorized stock cap ital if the distribution of those securities is carried out through: (i) a s tock exchange, (ii) a public tender offe r or (iii) an exchang e offer for shares in a public tender offer the purpose of which is to acquire control of another co mpany.

Restriction on Certain Transactions by Controlling Shareholders, Directors and Officers

We, members of o ur Board of Directors, executive officers, members of our fiscal council, if installed, members of any technical or advisory body or whomever w hich, by virtue of its title, duty or position in us, or in our controlling shareholders, contr olled companies or affiliates, have know ledge of a material f act, and any other person who has knowledge of material information and knows it has not been disclo sed to the market (including auditors, analysts, underwriters and advisers), are considered ins iders. Insiders ma y not trade our securi ties or derivatives o f our securities prior to the disclosure of such material information to the market.

Such restricti on will apply, with out limitation, (i) if we intend to merge or combine with another company, c onsolidate, sell p art or all of our asse ts or reorganize, unt il such information is disclosed to the market; (ii) if an agreement for the transfer of our control has been executed, or if an option or mandate for such effect has been granted, until such inf ormation is disc lo sed to the market; (ii i) during the 15-day period prior to the disclosure of our quarterly and annual financial statements required by CVM; and (iv) to the contro lling shareholders, if any, the officers, and members of the Board of Direct ors, whenever we, or any of o ur controll ed companies, affilia tes or companies subject to the same control, are in process of purchasing or selling shares issued by us.

Restriction on Certain Transactions outside Our Corporate Purposes

Brazilian Corporate Law prohibits u s from undert aking any b usiness practices inc onsistent with our corporate purpose and core business.

Arbitration

The company, its shareholders, directors and exec utive officers and members of the compensation committee, statutory audit co mmittee and fisc al council, i f installed, are required to sub mit to arbitration at the Market Arbitration Tribunal, any and all disputes or controversies arising between them, eith er related to or resulting from the application, validity, effectiveness, in terpretation, vi ol ation and t heir effect s, of the provisions set forth in Law 6,404/76, in our bylaws, in the rules enacted by the CVM, as well as other rules ap plicable to capital markets in general, in addition to those set forth in the rules of the Novo Mercado, in the A rbitration Regulation, in the Sanctions Reg ulation and in Novo Mercado Participation Agreement.

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Deregistration as Publicly-Held Company

We ma y only deregister a s a publicly-held company if such deregistration is approved by a majority o f the shareholde rs present at a sharehol ders’ meeting, which shall be conditioned to: (i) the launching of a public tender offer for the acquisition of all of ou r outstanding share s in accordance with the provisions of Brazilian Corporate Law, the CVM rule s and regulation s, the Novo M ercado regu lation and our bylaws by us, our controlling shareholders or a group of controlling shareholders and (ii) the acceptance of at least two thi rds (2/3) of the shareholders representing the free float that show up at th e tender offer a uc tion (wheth er by selli ng its shares or expr essly agreeing with the deregistration), in which case we would become a privately-held company. The price offered for such outstanding shares must at least correspond to the fair value of such s hares as set for th in the res pective app raisal report issued by a specialized institution with proven experience hired by the offeror for the purposes of the ten der offer.

Shareho lders holding at least ten percent of the free float of our shares may requi re our managemen t to call a s pecial shar eholders’ meeting to determine whether to perform another valuation using the same or a different valuation method. This request must be mad e within 15 days following the disclosure of the price to be paid for the sh ares in the publ ic tender off er. If the new valuation price i s equal to or lower than the original valuation price, the shareholders making such request as well as those who vote i n its favor must reimburse the Company for any costs incurred in preparing t he new appraisal r eport. If t he new valu ation price is higher than the original valuation price, the offeror shall then decide whether to proceed with the public tender offer obser ving the new price or withdraw the tender offer, in which case the Company w ill continue to be registered as a publi cly-held company.

Wi thdrawal from the Novo Mercado

According to the new Novo Mercado Listing Rules – applicable as of J anuary 2, 2018 – an d to our bylaws, as further amended, the wi thdrawal from the Novo Mercado ma y be: (i) volunt ar y; or (ii) mandatory, as a result of the violation of any the rules of the Novo Mercado or the deregistration as publicly-held company.

The wi thdrawal, however, shall only occur after the launching of a p ublic tender offer for the Compan y’s outstanding sh ares, which shall (i) follow, as applicable, the CVM regulation that rules that the mandatory tender offer for the deregistration as publicly-h eld company (includ ing the abovementioned possibility to reque st a second valuation report); (ii) be launch ed at a fair price, as appoi nted in the appraisal report issued by a specialized institution with proven experience for the purposes of the tende r offer; and (ii i) be approved by at least one third (1/3) of t he shareholders representing the free float that pa rticipate in the tender o ffer auction (whether by selling its shares or expressly agreeing with the withdrawal from the Novo Mercado).

The ob ligation to launch such public tender offer, however, may be wa ived by the majority of the share holders represen ti ng the Com pany’s free flo at present at the shareholders’ meeting convened to resolve on that matter. Such shareholders’ meeting may be held on first call with th e attendance of shareholders representing tw o thirds (2/3) of the free float or, on second ca ll, with the attendance of any number of shareholders representing the free float.

The withdrawal from the Novo Mercado does not necessarily re sult in our deregis tration as a publicly-held company on the B3.

If the Company participates in a corporate reo rg anization involving the t ransfer of its shareholders’ base to a company that is not listed in the Novo Mercado, such resulting company or comp anies must apply fo r listing on Novo Mercado within one hundred and twenty (120) days from the d ate of the gener al sharehold ers meeting tha t approved the reorganization, unless the majority of the shareholders representing the Company’s free float present at such shareholder s’ meeting agrees with the non-listing of th e resulting company.

Pursuant to the new rules o f the Novo M ercado and to o ur new bylaws, the voluntary withdrawal shall be preceded by a public tender offer at fair market value. For the with drawal to move forw ard, shareholders representing more than on e third (1/3) of the outstanding s hares shall need t o accept t he tender offer or expressly agree to delist without selling the shares.

According to the rules of the Novo Mercado, in the event o f a transfer of our shareholding control within 12 months follo wing our delisting from the Novo Mercado, the sel li ng control ling shareholde r(s) and the acquirer must offer to acquire the remaining shares for the same price and terms offered to the selling controlling shareho lders, duly updated, or pay the difference, if any, between the tender offer price accepted b y the former shareholders, duly updated, and the price obtained by the controlling shareholder in selling its shares.

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Sale of Control

In the e vent of a direct or indirect sale of the Company’s shareholding control, through a single or ser ies of transacti on s, the acq uirer must cond uct a public tender offer for all shares held by the remaining shareholders in order to ensure equal treatment of all shareholders (tag-along right). Such right has been provided t o Ultrapar’s shareholders since M arch 22, 2000, i n accordance with the terms of the Ultra S.A. shareholders’ agreement signed on the same date, which has since then been rescinded and replaced by our bylaws. The tender offer is subject to applicable laws a nd regulations, our bylaws and th e rules of the N ov o Mercado.

A public tend er offer is also required when there is an assignment for consideration of share subscription rights or rights of oth er securities conve rtible into our shares, which results in the transfer of control of the Compa ny. In such case, the acquir ing shareholder must (i) complete a public tender offer for our remaining shares on the same terms and conditions offered to the sel ling shareholder an d (ii) according to our bylaws, reimburse th e counterparties from whom it has acquired our sh ar es on the stock exchange in the six-month period preceding the transaction which resulted in a change in control. The reimbursement amount cor responds to the pos itive difference between the price paid to t he selling shareholder in the tra nsaction that re su lted in a change of contr ol and the adjusted price paid in the transactions carried out on the B3 during this six-month period, as adjusted by the SELIC rate up until the payment date.

The buyer of a cont rolling interest shall, after the financial settl em ent of the foregoing tend er offer, take the appropriate actions to, over the course of the subsequent 18 months, restore the minimum percentag e of outstanding sh ares as per the rules of the Novo Mercado.

Acquisition of a Relevant Interes t

Any person, r eg ardless of whether he/she is a shareholder, which, on his/her own account or acting jointly with another person, acquires our shares, through a single transactio n or a series of successive transactions, re presenting 20% or more of our cap ital stock, is r eq uired to m ake a tender of fer for the acquisition of the shares held by the remaining shareholders at a price equal to the highest value per sh are paid by him/her in the preceding six months, adjusted pursu ant to the SELIC rate. Such perso ns will not be r eq uired to c arry out a publ ic tender offer in the event they timely and cumulatively sell on a stock exchange the number of our shares that exce eds such thresholds, within 30 days from the date they provide notice to the Company of their in tent to make suc h sales. In addition, the r equirement to carry out a public tender offer will not apply in the event any shareholder or group of shareholders ho ld more than 50% of our capital stock at the time of acquisitio n of the relevant interest.

Publ ic Tender Offers

A single p ublic tender of fer may be launched for more than one of the purposes provided for in our bylaws, the Novo Mercado Listing rules, the Brazilian Corporat e Law or in the regulations issued by the CV M, provided that the procedures u sed when conduct in g the unif ied public tend er offer are compatible with all requirements of each individual public tender offer, the public tender offers do not suffer any damages and the authorization of the CVM is obtaine d, when required by the applicabl e law.

Purchases o f Our Shar es by Us

Our B oard of Directors may approve the acquisition of our shares by us. The acquisition of our shares for cancellation or maintenance in trea sury may not, among other actions (i) result in a reduction of our share capi tal; (ii) requir e the use of resources grea ter than our retained earnings or reserves (other than the legal reserve, unrealized profit reserve, revaluation rese rve, and special ma ndatory dividend reserves) as recorded in ou r most recent balance sheet; (iii) create, direct ly or indire ctly, any artif icial demand, supply or share price condition, or use any unfair practice as a result of any action or omission; (iv) be conducted durin g the course of a public tender offer for th e purchase of our shares; or (v) be used to purch as e shares n ot fully paid o r held by our controlling shareholder.

We cannot hold in treasury more than 10 percent of our total outstanding shar es, including the s hares held by our subsidiaries and affiliate s.

Resolutio n 77/22 from CVM deter mines specific c as es where the acquisitio n of our shares by the company itself must be approved by the shareholders’ meeting. Moreover, subject to certain limit ations, we may acqu ire or issue put options or call options rel ated to our shares.

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AMERICAN DEP OSITAR Y SHARES

T he following description of Ultrapar’s ADSs is a summary and does not purport to be complete. This description is subject to and qualified in it s entirety by refer ence to the amended and restated deposit agr eement dated March 2, 2018 betwee n Ultr apar, The Ba nk of New York Mellon, as depositary (the “depositary”) and all owners and beneficial owners from time to time of the American depositary shar es (“ADSs”) issued thereunder (the “d eposit a greement”), includ ing the form of ADR s. For more co mplete informati on, you should read the e ntire d eposit a greement and the form of ADR. The form of d eposit agreement (including the form of ADR) is incorporated by reference as Ex hibit 2.9 to the 20 2 2 Form 20-F. As u sed in this section, “you” means an ow ner or beneficia l owner of ADSs.

General

The ADRs are listed and traded on the New York Stock Exchange. Our common shares are listed on the New York Stock Exc hange n ot for t r adi ng, but only in connection with the regis tration of the ADS representing such c ommo n shares, pu rs uant to the requirements o f the SEC.

T he depositary has executed and delivered, and may from time to time execute and deliver, ADRs. Each AD R is a certificate representing a specific number of ADSs. E ach ADS represent s one common share (o r a right to rec ei ve one common share) depos ited with the principal São Paulo office of Itaú Corretora de Valores S.A., as agent for the depositary. Each ADS also represent any other securities, cash or other property, which may be held by the depositary. The depositary’s o ffice at which the ADRs ar e administered and its principal executive office is located at 240 Greenwich Street, New York, New York 10286.

Yo u may hold ADSs eit her directly (by having an ADR registered in your name) or indirectly through y our broker or ot he r financial institution. I f you hold ADSs directly, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs indirectl y, you must rely on the procedures of you r broker or other financial institutio n to assert the ri ghts of ADR holders descri bed in this section. You should consult with your broker or financial institution to find out what those procedure s are.

As an ADR h older, we will not treat you as one of ou r shareholders and you will not have s hare holder right s, which are governed by Bra zilian law. The depositary will be the holder of the shares underlying your ADSs. As a holder of ADRs, you will ha ve ADR holder right s. The d eposit a greement set s out the ADR holder rights as well as the rights a nd o bligations o f the depositary. New York l aw governs the d eposit a greement and the ADRs.

Dividends and Other Distributions

How will you receive dividends and other distribut ions on the shares?

The depositary has a greed to pay you the cash dividends or oth er distribut io ns it or the custodian rec eives on shares or other deposited securities, after deducting its fees and expenses. You will receive these distr ibutions in proport ion to the number of shares your ADSs rep resent.

| • |  | Cash. The depositary will convert any c ash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible, o r if any government approval is needed and cannot be o bt ained, the deposit agreeme nt allows the depositary to distribute the foreign currency only to those ADR holders to whom it is possible to do so. With respect t o the foreign currency that is not distri buted, the depositary may either (i) d istr ibute such f or eign currency to the ADR h older upon its request or (ii) hold the foreign currency for the account of the ADR holders who have not been paid. It will not inves t the foreign currency and it will not be liable for any interest.

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Before m akin g a distribu ti on, the depositary will de duct any withholding taxes that must be paid. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the dep ositary cann ot convert the foreign curre ncy, you may lose some or all of the value of the distribution.

| • |  | Shares. The depositary, after consulting w ith us, may, and if we request, must, distribute additional ADSs representing any shares we distri bute as a divide nd or free distribution. The depositary will only distribute whole ADSs. It will try to sell shares which would require it to deliver a fracti onal ADS and distri bute the net proceeds in the same way as it does with cash. The depositary may also sell a port io n of the distributed share s to pay fees and expenses in connection with the distribution. If the depositary does not distribute additional A DRs, the outstandin g ADSs will also represent the new shares.

| • |  | Rights to purchase additio nal shares. If w e offer holders of our secur ities any rights to subscribe for additional shares, or any other rights, the depositary may, after consulting wit h us, make these ri ghts available to you. If the depositary decides it is not legal and practical to m ake these ri gh ts available after consult ing with us, it may sell the rights and distribute the proceeds in the same way it does with cash. The depositary will allow rights t hat are not distributed or sold to lapse. In that case, you will receive no val ue f or them.

If t he depositary makes rights available to you, it will exercise the rights and acquire the shares on your behalf. The depositary will then dep osit the shares and deliver ADSs to you. It will only exerci se these rights if you pay the exercis e pr ice and any ot her charges the rights req uire you to pay.

U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares p urchased upon exerc ise of rights. For example, you may not b e able to trade these ADSs freely in t he U nited States. In this case, the deposita ry may deliver restricted depositary shares that have the same terms as the ADRs described in this section except for changes needed to put the necessary restrictions in plac e.

| • |  | Other Distributions. The d epos itary will, af ter consulting with us, se nd you anything else we distribute on deposited securities by any means it believes is legal, fair and practical. If it cannot make t he distribution in that way, the deposita ry has a choice. It may decide to sell wha t we distrib ut ed and distribute the net proceeds, in the same way as it does with cash. Alternatively, it may decide to hold what we distributed, in which case ADSs will als o represent the newly distributed propert y. The depositary may sell a portion o f th e distribute d property to pay fees and e xpenses in connection with the distribution.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders. We have no obligation to regi ster ADSs, share s, rights or other securitie s under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADRs, shares, rights or anything else to ADR holders. This means that you may not receive the distribu tion s we make on o ur shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit and Withdrawal

How are ADSs i ssued?

The deposit ary will deliver ADSs if you or your brok er deposits shares or evidence of righ ts t o receive sh ar es with the custodian. Upo n payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fee s, the depositary w ill register the appropriate number of AD Ss in the names you request and will d eliv er the ADRs at its office to the persons you request.

How do ADS holders cancel an ADR and obtain shares?

You may surrender your ADRs at the depositar y’s office. Upon pa yment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transf er taxes or fees, the deposi tary will deliver the shares and any other deposited securities underlying the ADR to you or a person you designat e at the office of the custodian. Alternatively, at your req uest, risk and expense, the depositary wil l deliver th e deposited securities at it s office, if feasible.

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Voting Rights

How do you vote?

You may instruct the depositary to vote the number of sha res your ADSs repre sent. The depositary will notify you of s hareholders’ meetings and arrange to d eliv er our votin g materials to you if we ask it to. Those materials will describe the matters to be voted on and explain how you may instruct the depositary h ow to vote. For ins tructions to be valid, they must reach th e depositary by the date set by the de posi tary.

The d ep ositary will try, as far a s practical, subject to Brazilian law and the provisions of our organizational documents, to vote the number of sh ares, or other depo sited securities represented by your ADSs, as you instruct. The depositary will onl y vote or at te mpt to vote as you instruc t, or as described below.

We cannot ensure that you will receive voting materials or otherwise learn of an upcomi ng shareholders’ me eting in time to ensure that you can inst ruct the depositary to vote your share s. I n addition, th e depositary and its agent s are not responsible for failing to carry out voting instructions or for the manner in which the voting instructi ons are carried out. This means that you may not be able to vote and you may have no recourse if y our shares are n ot voted as you requested.

If we asked the depositary to solicit your instructions and the depositary does not receive voting instructions fr om you by the speci fied date, it will consider you to have a uthorized and directed it to give a di scre tionary prox y to a person designated by us to vote the number of deposited securities represented by your ADSs. The depositary will give a discretionary p roxy in those circu mstances to vote on all questions to be v oted upon.

Fees and Expenses

The fol lowi ng table sum ma rizes the fees and expense s payable by holders of ADSs:

Persons depositing or withdrawing shares must pay: | For
--- | ---
$5.00 (or less) pe r 100 ADSs (or port ion of 100 ADSs) | (i) Issuance of ADSs, in cluding issuances resulting from a dis trib ution of sha re s or rights or other prope rty (ii) Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates
$0.05 (or less) per ADSs | Any cash distribution
A fee equivalent t o the fee that would be payable if sec urit ies distribu te d to you had been shares a nd the shares had been deposited for issuance of ADSs | Distribution of securities to holders of deposited securitie s which are distrib uted by the depositary to ADS holders
$0.05 (or less) per ADS (or portion ther eof) per annum | D ep ositary services
Registr ation or transfer fees | Transfer and registration of shares on our share register to or from the name of the deposi tary or its agent w hen you deposit or withdraw shares
Expen ses of the depositary | (i) Cable(includ ing SWIFT) and f ac simile transmissions (when expressly provided in the deposit agreement) (ii) Converting foreign currency to U.S. dollars
Taxes and other go vernmental charges the depositary or the custodian have to p ay on any ADS or share underlying an A DS, for example, s tock transfer taxes, stamp duty or withholding taxes | As necessary
Any charges incurred by the depositary or its agents for servicing the de posited securities | As necessary

The depositary collects i ts fees for delivery and surrender of ADSs directly fr om investors depositing shar es or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary colle cts fees for making distributions to investors by deducting those fees from the amounts distribute d or by selling a portion of distributable p roperty to pay the fees. The depositary may collect its annual fee for depositary services through a deduction fro m cash distribution s, by directly billing investors or by ch arging the book-entry system accounts of p articipants ac ting for them. The deposit ary may generally refuse to provide fee-attracting services until its fees for those services are paid.

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Payment o f Taxes

The deposi tary may deduct the amount of any taxes o wed from any payments to investors who hol d ADSs. It m ay also sell deposited secur ities, by public or private sale, to pay any taxes owed. Investors who hold ADSs will remain liable if the proceed s of the sale are n ot sufficient to pay the taxes. If the de positary sells deposited securities, i t wi ll, if appro pr iate, reduce the number of ADSs to reflect the sale and pay to investors who hold ADSs any proceeds, or send investors who hold ADSs any pro perty, remaining af ter it has paid the taxes.

Reclassificat ions, Recapitalizations and Mergers |  |
If we: |  | Then:
• Change the par val ue of our shares • Reclassify, split up or consolidate any of the deposited securities • Distribute securities on the s hares that are not distributed to you • Recapitalize, reorganize, merge, liq uidate, sell a ll or substantially all of our assets, or take any similar action |  | The cash, shares or other securities received by the depositary will be come deposited secu rities. Each ADS will automatically repre sent its equal share of the new deposi ted securities. The depositary may distrib ute some or all of the cash, shares or other securities it received. It may also deliver new ADRs or ask you to su rrender your outsta nding ADRs in exchange for new ADRs ident ifying the new deposited securities.

Amen dment and Te rm ination

How may the depos it agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without you r consent for any r eason. If an amendment adds or increases fees or charges, except for taxes and othe r government al charges or expenses of th e depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantia l right of ADR hold ers, it will not become effective for out standing ADRs until 30 days after the depo sitary notif ie s ADR holders of the amend ment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADR, to agree to the amendment and t o be bound by the ADRs and the deposit ag reement as amended.

How may the dep osit agreement b e terminated?

The depositar y will terminate the deposit agreement if we ask it to do so. The depositary may also terminate the deposit agreem ent if the deposita ry has told us that it would like to resi gn and we have not appointed a new dep osit ary bank wit hi n 60 days. In either case, the depositary must notify you at least 30 days before termination.

After termination, the depositary and its ag ents’ actions under the deposit agreement will be limited to the following: (1) advise you that th e de posit agreem en t is terminated, (2) colle ct distributions on the deposited securities (3) sell rights and other property, and (4) deliver shares and other deposited securitie s upon cancellation of ADRs. One year or more after termination, the depositary may sell any re ma ining deposited securities by public or private sale. After that, the depositary will hold the money it received from the sale, as well as a ny other cash it is holding under the deposit agreement for the pro rata benefit of the ADR holder s th at have not su rrendered their ADRs. It w ill not invest the money and has no liability for interest. The depositary’s only obligations will be to account f or the money and ot her cash. After termination of the deposi t agreement our only obligations will be t o indemnify th e depositary and to pay fe es and expenses of the depositary that we agreed to pay.

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Limitations on Obligations and Liability

The deposit ag reement expressly l imits our obligations and the obligations of the depositary. It also limits our lia bility and t he liability of the deposita ry. We and the depositary:

| • |  | are only obligated to take the actions specifically set forth in the deposit a greement without ne gligence or bad faith;

| • |  | are not liable if either of us is prevented or del ayed by law or circumstances beyond our control from performing our obligations under the deposit agreement;

| • |  | are not liable if either of us exer cises discretion pe rmitted under the deposit agreement;

| • |  | have no obligation to become inv olve d in a lawsu it or other proceeding relat ed to the ADRs or the deposit agreement on your behalf or on behalf of any other person unless it is indemnified o n a basis satisfact ory to it; and

| • |  | may rely upon an y documents we believe in good faith t o be genuine and t o have been signed or pres ented by the proper party.

In the deposit agreement, we agree to indemnify the depositary for acting as deposita ry, except for loss es caused by the depositary’s own neglige nce or bad faith, and the depositary a gree s to indemni fy us for losses resulting f rom its negligence or bad faith.

Requirements for Depositary Actions

Before the depositary will deliver or regis ter a transfer of a n ADR, make a distribution on an ADR, or permit withdrawal of shares or other p rope rty, the dep os itary may require:

| • |  | payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties fo r the transfer of any shares or other dep osited securities;
| • |  | satisfactor y pr oof of the i de ntity and authenticity of any signature or other information it deems necessary; and

| • |  | compliance with regulations it may establish, from time to time, consistent with the deposit agreement, i ncluding presentation of transfer docu ment s.

The dep os itary may refuse to delive r ADRs or register transfers of ADRs generally when the transfer books of the depositary or our transfer books are closed or at any t ime if the depositary or we think it advi sable to do so.

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Your Right to Receive the Shares Unde rl ying your ADRs

You have t he right to cancel your ADRs and withdraw the underlying shares at any time except:

| • |  | When temporary delays arise because: (i) the depositary has closed its transfer b ooks or we have closed our transfer bo oks; (ii) the tr an sfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares.

| • |  | When you o we money to pay fee s, taxes or similar charges.

| • |  | Wh en it is necessary to prohibit withdra wals in order to c omply with any laws or gov ernmental regulations that apply to ADRs or to the withdrawal of shares or other deposited securities.

This righ t of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-release o f AD Rs

The depo si t agreement permits the de positary to deliver ADRs before deposit of the underlying shares, which is referred to as a pre-release of the ADR. The depositary ma y also deliver shares upon surrender of p re-released ADRs (even if the ADRs are sur rendered bef or e the pre-release transact ion has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the deposi tary. The depositar y may receive ADRs instead of shares to c lose out a pre-release. The depositary may pre-release A DRs only under the followi ng conditions: (i) before or at the time of the pre-release, the person to whom the pre-release is being made repr esents to the depos itary in writing that it or its customer owns the shares or ADRs to be deposite d; (ii) the pre-re lease is fully collaterali zed with cash or other collateral that the depositary considers appropriate; (iii) the depositary must be able to close out the pre-r elease on not more than five business day s’ notice and (iv) any other indemniti es a nd credit re gu lations are provided in wh ich the depositary may deem necessary. In addition, the depositary will limit the number of ADSs that may be outst anding at any time as a result of pre-release, although the depositary may disregard the limit fro m ti me to time, if it thinks it is appropria te to do so.

Shareholder communications; inspection of register of holders of ADSs

The depositary will make avai lable for your insp ection at its office all communications t hat it receives from us as a holder of dep osited secur it ies that we make generally available to holders of deposited securities. The depositary will send you copies of those communications if we a sk it to. You have a right to inspect the register of holder s of ADSs, but not for the purpose of cont acting those h olders about a matter unre lated to our business or the ADSs.

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