Ultrapar: Material Notice - Ultrapar, Through its Subsidiary Ipiranga, Enters into an Agreement to Acquire Alesat Combustíveis S.A.

SAO PAULO, June 12, 2016

Structure of the transaction

The total value of the acquisition is R$ 2,168 million. The amount to be paid to the sellers will be deducted of ALE's net debt as of December 31, 2015 and is subject to working capital and net debt adjustments as of the closing date of the transaction. The parties also agreed to maintain an escrow account in order to pay for possible adjustments related to liabilities or contingencies whose triggering event occurred prior to the closing of the transaction.

The completion of the acquisition is subject to certain customary conditions precedent for this type of transaction, among which the approval by the Brazilian Antitrust Authority ("Conselho Administrativo de Defesa Econômica" – CADE), and the approval by Ultrapar's shareholders meeting, in accordance with article 256 of the Brazilian Corporate Law, that shall be called in due course. It is worth mentioning that, even if paragraph 2 of article 256 of Brazilian Corporate Law is applicable, our shareholders will not be entitled with withdrawal rights, once Ultrapar's shares have market liquidity and dispersion.

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SOURCE Ultrapar Participacoes S.A.