Petróleo Brasileiro to hold an Extraordinary General Meeting on September 30th, 2013

Petróleo Brasileiro to hold an Extraordinary General Meeting on September 30th, 2013

The Board of Directors of Petróleo Brasileiro S.A. – PETROBRAS calls the shareholders of the Company to hold an Extraordinary General Meeting on September 30th, 2013, at 3:00 p.m., at the auditorium of the registered office of the Company, at Avenida República do Chile 65, 1º andar, in the city of Rio de Janeiro (RJ), in order to resolve on the following matters:
I. Approve the disposition of one hundred percent (100%) of the issue shares of Innova S.A., held by PETROBRAS, to Videolar S.A. and its majority shareholder, for the amount of R$ 870 million (eight hundred seventy million reais).
II. Merger of COMPERJ PARTICIPAÇÕES S.A. (“COMPERJPAR”) into PETROBRAS to:
(1) Ratify the contract of APSIS Consultoria e Avaliações Ltda. by PETROBRAS for the preparation of the Appraisal Report, at book value, of COMPERJPAR, pursuant to paragraph 1 of article 227 of Law No. 6.404, of 12.15.1976;
(2) Approve the Appraisal Report prepared by APSIS Consultoria e Avaliações Ltda. for the appraisal, at book value, of the shareholders’ equity of COMPERJPAR;
(3) Approve, in all of its terms and conditions, the Protocol and Justification of Merger, entered into between COMPERJPAR and PETROBRAS on June 3rd, 2013;
(4) Approve the merger of COMPERJPAR into PETROBRAS, causing it to be dissolved, without increasing the capital stock of PETROBRAS;
(5) Approve the authorization given to the Board of Executive Officers of PETROBRAS for the performance of any and all acts required for the merger and legalization of the status of the incorporated company and the incorporating company before the agencies of competent jurisdiction, as necessary.
III. Merger of COMPERJ ESTIRÊNICOS S.A. (“EST”) into PETROBRAS to:
(1) Ratify the contract of APSIS Consultoria e Avaliações Ltda. by PETROBRAS for the preparation of the Appraisal Report, at book value, of EST, pursuant to paragraph 1 of article 227 of Law No. 6.404, of 12.15.1976;
(2) Approve the Appraisal Report prepared by APSIS Consultoria e Avaliações Ltda. For the appraisal, at book value, of the shareholders’ equity of EST;
(3) Approve, in all of its terms and conditions, the Protocol and Justification of Merger, entered into between EST and PETROBRAS on June 3rd, 2013;
(4) Approve the merger of EST by PETROBRAS, causing it to be dissolved, without increasing the capital stock of PETROBRAS;
(5) Approve the authorization given to the Board of Executive Officers of PETROBRAS for the performance of any and all acts required for the merger and legalization of the status of the incorporated company and the incorporating company before the agencies of competent jurisdiction, as necessary.
IV. Merger of COMPERJ MEG S.A. (“MEG”) in PETROBRAS to:
(1) Ratify the contract of APSIS Consultoria e Avaliações Ltda. by PETROBRAS for the preparation of the Appraisal Report, at book value, of MEG, pursuant to paragraph 1 of article 227 of Law No. 6.404, of 12.15.1976;
(2) Approve the Appraisal Report prepared by APSIS Consultoria e Avaliações Ltda. for the appraisal, at book value, of the shareholders’ equity of MEG;
(3) Approve, in all of its terms and conditions, the Protocol and Justification of Merger, entered into between MEG and PETROBRAS on June 3rd, 2013;
(4) Approve the Merger of MEG by PETROBRAS, causing it to be dissolved, without increasing the capital stock of PETROBRAS;
(5) Approve the authorization given to the Board of Executive Officers of PETROBRAS for the performance of any and all acts required for the merger and legalization of the status of the incorporated company and the incorporating company before the agencies of competent jurisdiction, as necessary.
V. Merger of COMPERJ POLIOLEFINAS S.A. (“POL”) in PETROBRAS to:
(1) Ratify the contract of APSIS Consultoria e Avaliações Ltda. by PETROBRAS for the preparation of the Appraisal Report, at book value, of POL, pursuant to paragraph 1 of article 227 of Law No. 6.404, of 12.15.1976;
(2) Approve the Appraisal Report prepared by APSIS Consultoria e Avaliações Ltda. for the appraisal, at book value, of the shareholders’ equity of POL;
(3) Approve, in all of its terms and conditions, the Protocol and Justification of Merger, entered into between POL and PETROBRAS on June 3rd, 2013;
(4) Approve the Merger of POL by PETROBRAS, causing it to be dissolved, without increasing the capital stock of PETROBRAS;
(5) Approve the authorization given to the Board of Executive Officers of PETROBRAS for the performance of any and all acts required for the merger and legalization of the status of the incorporated company and the incorporating company before the agencies of competent jurisdiction, as necessary.
VI. Merger of SFE – Sociedade Fluminense de Energia LTDA. (“SFE”) in PETROBRAS to:
(1) Ratify the contract of APSIS Consultoria e Avaliações Ltda. by PETROBRAS for the preparation of the Appraisal Report, at book value, of SFE, pursuant to paragraph 1 of article 227 of Law No. 6.404, of 12.15.1976;
(2) Approve the Appraisal Report prepared by APSIS Consultoria e Avaliações Ltda. for the appraisal, at book value, of the shareholders’ equity of SFE;
(3) Approve, in all of its terms and conditions, the Protocol and Justification of Merger, entered into between SFE and PETROBRAS on August 12th, 2013;
(4) Approve the Merger of SFE by PETROBRAS, causing it to be dissolved, without increasing the capital stock of PETROBRAS;
(5) Approve the authorization given to the Board of Executive Officers of PETROBRAS for the performance of any and all acts required for the merger and legalization of the status of the incorporated company and the incorporating company before the agencies of competent jurisdiction, as necessary.
VII. Approve of the waiver by PETROBRAS of the preemptive right to the subscription of convertible bonds to be issued by Sete Brasil Participações S.A.
Any person present at the meeting must evidence its capacity as shareholder, pursuant to article 126 of Law No. 6.404 of 12.15.1976. In case any shareholder wishes to be represented, he/she must meet the provisions of paragraph 1 of article 126 of the referred law and article 13 of the Articles of Incorporation of PETROBRAS, upon submission of the following documents:
i) Representative ID Card;
ii) Power of Attorney with special powers granted by the grantor duly notarized at a Notary Office (original or certified copy);
iii) Copy of the agreement/ articles of incorporation or regulation of the fund, if applicable;
iv) Copy of the instrument of investiture or similar that confirms the powers of the grantor of the power of attorney, if applicable.
We request that the shareholders represented by attorneys file, within at least two business days, the documents listed above in room 1002 (Shareholder Service) of the registered office. For those who will present the document on the date of the meeting, we inform that the Company will be able to receive them as of 1:00 p.m., at the place where the meeting will be held.
The voting right in the event of loan of shares must be exercised by the borrower, except if otherwise provided in the agreement entered into between the parties.
Furthermore, the shareholders may choose to vote the matters contained in this notice of meeting upon Public Request for a Power of Attorney, pursuant to CVM Instruction No. 481, of 12.17.2009.
Electronic powers of attorney will be received through the Online Meetings Platform, at www.assembleiasonline.com.br. For such purpose, the shareholders must register in this platform.
Any and all documents related to the matters to be resolved in this Extraordinary General Meeting are at the disposal of the shareholders in room 1002 (Shareholder Service) of the registered office of the Company, and on the websites of the Company (http://www.petrobras.com.br/ri) and the Brazilian Securities and Exchange Commission (http://www.cvm.gov.br), pursuant to Law No. 6.404, of 12.15.1976 and CVM Instruction No. 481 of 12.17.2009.
Source: www.petrobras.com.br/ri
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