IMPORTANT NOTICE DISCLOSURE AND SECURITIES TRADING POLICY
Approved by the Board of Directors on 08/12/2021
TABLE OF CONTENTS
- SECTION I – GENERAL RULES 1.1. – INTRODUCTION
- – GENERAL OBJECTIVES
- – PEOPLE SUBJECT TO POLICIES
- – DISCLOSURE AND NEGOTIATION COMMITTEE
- SECTION II – DISCLOSURE POLICY 2.1. – SPECIFIC PURPOSES
- – DISCLOSURE OF MATERIAL ADVICE
- – EXCEPTION TO IMMEDIATE DISCLOSURE
- – FUNCTIONS OF THE MANAGER OF INVESTOR RELATIONS
- – OBLIGATION OF CONFIDENTIALITY
- – COMMUNICATION AND DISCLOSURE CONCERNING EQUIPMENT TRADE
- SECTION III – COMMERCIAL POLICY 3.1. – SPECIFIC PURPOSES
- – GENERAL RULES
- – COMMERCIAL RESTRICTIONS
- – EXCEPTIONS TO TRADE RESTRICTIONS
- – INDIVIDUAL INVESTMENT PROGRAMS
- SECTION IV – OFFENSES AND SANCTIONS
- SECTION V – FINAL PROVISIONS
APPENDIX I – DEFINITIONS
APPENDIX II – INSTRUMENT OF ACCESSION
I. GENERAL RULES
1.1. – INTRODUCTION
- This document sets out the Important Notices Disclosure Policy and the Trading Policy for Securities Issued by Ultrapar (“Policies”), which have been prepared in accordance with CVM Resolution Nr. 44/21 and best market practices, as well as their knowledge, adherence and strict compliance are mandatory for everyone subject to the policies.
- Capitalized terms used here, in the plural or singular, will have the meaning assigned to them in Annex I – Definitions.
1.2. – GENERAL OBJECTIVES
- The general objective of the Policies is to establish the rules relating to the disclosure of information and the trading of securities (“Trading”) by any person holding or who may hold information held by or in the interest of Ultra Group. .
- For policy purposes, information that may be held by those subject to the policies or by third parties is categorized as follows:
“Important notice”: any decision taken by the controlling shareholder, if applicable, a resolution taken by the general meeting of shareholders or the management bodies of Ultra Group or any other act or fact that has occurred or is related to the activities of ‘Ultra Group, which can reasonably influence: (a) the price of the Notes; (b) the decision of investors to buy, sell or hold the Notes; or (c) the decision of the investors to exercise any right inherent in their status as holder of Notes. Potentially important acts or facts are described in article 2 of CVM resolution no. 44/21. For the purposes of the Policies, and without prejudice to the provisions set out in points 3.2 and 3.3., The Arrangements will not be considered as Important Notices;
“Inside Information”: (i) important undisclosed notices; and (ii) undisclosed information not related to a Material Notice, but which may become a Material Notice, such as Arrangements and other events of this nature. Information, even in the initial phase of studies or analysis, concerning (a) merger, total or partial demerger, transformation or any form of business reorganization or business combination, change of control of the Company, including through the signing, modification or termination of a shareholders’ agreement, decision to favor the delisting of the Company as a public limited company or modification of the environment or of the listing segment of the shares issued by that -this ; and
- requests for judicial or extrajudicial reorganization and bankruptcy filed by the Company itself are considered inside information; and
“Sensitive information”: any sensitive information, which does not constitute inside information and which is still not disclosed to the public or which is not generally disclosed to the public, such as information on sales by unit, by distributor or by region. Sensitive information can become inside information if the content of this sensitive information no longer meets the standards or the expectations of sensitive information and if this sensitive information has a material impact or may have an impact on the activities of Ultra Group. .
22.214.171.124. For Policy purposes, “Arrangements” refer to agreements for the execution of agreements or other legal transactions prior to their conclusion, including the execution of related instruments, such as confidentiality agreements, non-binding proposals. binding powers of attorney for third parties and assistants. Without prejudice to the provisions provided for in points 3.2. and 3.3., the Arrangements are not considered Important Notices.
1.2.3. The Policies provide for several consequences of the existence and possession of information, depending on the classification of that information. So, in short:
- all Material Notices must be disclosed immediately, simultaneously on the markets where the Company has Securities admitted to trading, except where postponement of such disclosure is permitted;
- Inside information will only be disclosed when it becomes important notices or during other special events during which such information, in the best interest of Ultra Group, must be disclosed to the public;
- knowledge of an undisclosed material opinion or inside information (a) prevents the person holding or aware of such information from trading and (b) authorizes the committee (as defined below) to establish a trading restriction extraordinary for people subject to policies;
- it is assumed that the controlling shareholders (if any) and the management of the company have access to any material undisclosed opinion or all inside information; and
- knowledge of sensitive information (a) does not prevent the person holding or having knowledge of such information from negotiating, but (b) subjects disclosure of such information to third parties to the execution of a confidentiality agreement.
1.3. – PEOPLE SUBJECT TO POLICIES
1.3.1. The following persons (“Persons Subject to the Policies”) must comply with the rules and guidelines set out in the policies:
(to the society ;
- Controlling shareholders, if applicable;
- the Management of the Company;
- all the people who occupy management positions (statutory or not) within the Ultra Group; and
- other persons appointed by the Committee, at its sole discretion, who hold or may hold information relating to Ultra Group, including third parties.
- Persons subject to the policies must declare that they fully comply with and adhere to the terms of the policies as set out in point 5.2. The potential failure to represent such awareness and effect such membership does not exempt persons subject to the policies from the obligation to comply with the policies.
- Exceptionally, persons subject to the policies may share information with other persons who clearly have confidentiality obligations and / or adopt their own policies having content and effects substantially similar to these policies, always subject to the convenience of Ultra Group that such information sharing can take place. .
- The persons subject to the policies must ensure that the rules of the policies are observed by the persons under their influence, including the companies or investment funds which they control, affiliated or under common control, directly or indirectly, by the spouses. and dependents, provided that the persons subject to the policies will be held jointly responsible with such persons for any breach of the policies resulting from failure to comply with this obligation.
1.4. – DISCLOSURE AND NEGOTIATION COMMITTEE
1.4.1. The Company will have a Disclosure and Negotiation Committee (“Committee”) with the following main functions:
- assist the head of investor relations in the disclosure of information to the market, by any means, including the reference form, the forms to be filed with the SEC, important notices, market announcements, notices to shareholders and press releases;
- advising the Investor Relations Officer on decisions assigned to him / her by policy or regulation;
- solve on the non-disclosure of important notices, for the events mentioned in point 2.3., with the consequent communication of the prohibition of trading to the persons subject to the policies;
- decide on the establishment of extraordinary trading restrictions, as provided for in point 3.3.2. ;
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Ultrapar Participações SA published this content on 08 December 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 09 December 2021 22:41:03 UTC.
Public now 2021
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