Ultrapar Participacoes : Minutes of the meeting of the Board of Directors

ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company

CNPJ nº 33.256.439/0001- 39
NIRE 35.300.109.724

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS (01/2017)

Date, Time e Location:
February 22, 2017, at 2:30 p.m., at the Company's headquarters, located at Av. Brigadeiro Luís Antônio, nr 1,343 - 9th floor, in the City and State of São Paulo.

Attendance:
Members of the Board of Directors, members of the Fiscal Council, pursuant to the terms of paragraph 3 of article 163 of the Brazilian Corporate Law ("Lei das Sociedades Anônimas"), all of whom undersigned these minutes, and Mr. Délio Leite Rocha, representative of Deloitte Touche Tohmatsu.

Decisions:

1. To approve, after being examined and discussed, the financial statements of the Company, including the balance sheet and the management report for the fiscal year ended December 31, 2016, as well as the destination of net earnings for the year and the distribution of dividends, supported by the independent auditor's report, and recommend its approval by the shareholders' meeting.

2.To approve, subject to the Annual General Shareholders' Meeting's approval, the following destination of net earnings for the year ended December 31, 2016, in the amount of R$ 1,561,584,779.95 (one billion, five hundred and sixty-one million, five hundred and eighty-four thousand, seven hundred and seventy-nine Reais and ninety-five cents), as described below:

a)R$ 78,079,239.00 (seventy-eight million, seventy-nine thousand, two hundred and thirty-nine Reais) will be allocated to the legal reserve;

b)R$ 576,238,395.15 (five hundred and seventy-six million, two hundred and thirty-eight thousand, three hundred and ninety-five Reais and fifteen cents) will be allocated to the statutory investment reserve; and

c)R$ 907,267,145.80 (nine hundred and seven million, two hundred and sixty-seven thousand, one hundred and forty-five Reais and eighty cents) will be allocated to the payment of dividends to holders of common shares, of which R$ 434,618,992.00 (four hundred and thirty-four million, six hundred and eighteen thousand, nine hundred and ninety-two Reais) were paid as interim dividends as approved by the Board of Directors on August 10, 2016. The outstanding amount of the dividends approved herein, equivalent to R$ 472,648,153.80 (four hundred and seventy-two million, six hundred and forty-eight thousand, one hundred and fifty-three Reais and eighty cents), will be paid to shareholders from March 10, 2017, without remuneration or monetary adjustment. Shareholders are entitled to receive dividends equivalent to R$ 0.87 (eighty seven cents) per share.

The record dates for receiving the dividends approved herein will be March 1, 2017 in Brazil and March 6, 2017 in the United States of America. The Company's shares will be traded "ex-dividend" on both the São Paulo Stock Exchange (BM&FBOVESPA) and the New York Stock Exchange (NYSE) from and including March 2, 2017 onwards.

3.The members of the Board of Directors were updated on financing alternatives for the Company.

4.The members of the Board of Directors were updated on strategic and expansion projects of the Company.

5.The Board of Directors discussed the capital increase proposal submitted by the Executive Officers through the incorporation of the total amount recorded in the retained profit reserve, in the amount of R$ 1,333,065,504.08 (one billion, three hundred and thirty-three million, sixty-five thousand, five hundred and four Reais and eight cents), without the issuance of new shares, considering the complete execution of the capital budgets related to such reserve. The aforementioned proposal, with the consequent proposal of amendment of the Company's Bylaws, has a favorable opinion from the Fiscal Council and will be submitted for shareholders' appreciation upon the calling of the Extraordinary General Meeting to be held jointly with the Company's Annual General Shareholders' Meeting.

6.The members of the Board examined and approved, in accordance with Ultrapar's Investment Approval Policy, the proposal for investments in the expansion of the liquid bulk terminal in Itaqui port by Ultracargo, the Company's liquid bulk storage business.

Observations: The deliberations were approved, with no amendments or qualifications, by all the Board Members present.

As there were no further matters to be discussed, the meeting was closed, the minutes of this meeting were written, read and approved by all the undersigned members present, as well as by the members of the Fiscal Council.

Paulo Guilherme Aguiar Cunha- Chairman
Lucio de Castro Andrade Filho- Vice-Chairman
Alexandre Gonçalves Silva
Carlos Tadeu da Costa Fraga
José Maurício Pereira Coelho
Nildemar Secches
Olavo Egydio Monteiro de Carvalho
Pedro Wongtschowski

Members of the Fiscal Council:
Flavio César Maia Luz
Mario Probst
Nilson Martiniano Moreira