Resolutions of the Ordinary and Extraordinary General Meetings by Petrobras

Resolutions of the Ordinary and Extraordinary General Meetings by Petrobras

Petrobras hereby informs that the Ordinary and Extraordinary General Meeting, held this day, at 03:00 pm, in the main auditorium of the Company’s Head office building, at Avenida República do Chile 65 – 1st floor, in the city of Rio de Janeiro (RJ), ruled and approved as follows:
GENERAL ORDINARY MEETING
I. Management Report and Financial Statements for the fiscal year 2012 with Fiscal Council’s Opinion and Independent Auditors’ Opinion;
II. Capital Expenditure Budget for fiscal year 2013, in the amount of R$ 66.920.847.184,00, as detailed below. These numbers refers only to the budget of the Parent Company.
2013 (in R$)
Investments 66,873,547,184
Capital increases in other companies 47,300,000
2013 capital budget 66,920,847,184
Investments 51,092,785,563
Capital Increases 47,300,000
Own resources 51,140,085,563
Third party resources 15,780,761,621
Out of the budget, 60,06% will be invested in the Exploration & Production segment, 30,45% in the Downstream segment, 7,32% in the Gas & Power and 2,17% in other business areas.
III. Distribution of results for the fiscal year 2012, in the amount of R$ 20,894,905,121.60, according to the boards proposal, as follows:
Destination 2012 (in R$)
Net Income for the Period 20,894,905,121.60
Legal reserve (5%) 1,044,745,256.08
Tax Incentive Reserve 18,768,508.11
Proposed dividends – 44.73% – R$ 0.47 per
common share and R$ 0.96 per preferred shares 8,875,914,523.23
Statutory reserve 1,026,960,683.61
Profits appropriated in the capital 9,928,516,150.57
Proposed dividends will be distributed as follows:
• R$ 2,608,899,386.00 (two billion, six hundred and eight million, eight hundred and ninety nine thousand, three hundred and eighty six Brazilian Real), made available on the 05.31.2012 and equivalent to R$ 0.20 (twenty cents) per share, referring to the installment of interest on own capital, based on the shareholding status on the 05.11.2012, approved by the Board on the 04.27.2012.
• R$ 6,267,015,137.23 (six billion, two hundred sixty seven million, fifteen thousand, one hundred and thirty seven Reais and twenty three cents), equivalent to R$ 0.27 (twenty seven cents) per common share and R$ 0.76 (seventy six cents) per preferred share, both as interest on own capital, based on the share position on the date of this Annual Shareholders’ Meeting, to be paid in two installments, the first one on 05.29.2013, and the second one on 08.30.2013, having the respective amount adjusted for inflation, as of December 31, 2012 until the start date of payment, in accordance with the variation of Selic rate.
Moreover, should Petrobras with respect to the payment of Profit Sharing Results – PLR strictly observe the terms and conditions contained in the Corporate Program Goals for the Company approved by DEST.
IV. Election of the following as Members of the Board of Directors
BOARD OF DIRECTORS
Representing the Majority Shareholders
Mr. GUIDO MANTEGA
Mrs. MARIA DAS GRAÇAS SILVA FOSTER
Mr. LUCIANO GALVAO COUTINHO
Mr. FRANCISCO ROBERTO DE ALBUQUERQUE
Mr. MARCIO PEREIRA ZIMMERMANN
Mr. SERGIO FRANKLIN QUINTELLA
Mrs. MIRIAM APARECIDA BELCHIOR
Representing the Minority Ordinary Shareholders
Mr. MAURO GENTILE RODRIGUES DA CUNHA
Representing the Preferred Shareholders
Mr. JORGE GERDAU JOHANNPETER
Representing the Employees of Petrobras
Mr. JOSÉ MARIA FERREIRA RANGEL
V. Election of the Mr. GUIDO MANTEGA as Chairman of the Board of Directors as per art. 18 of the Company’s Bylaws;
VI. Election of the following as Members of the Fiscal Council and their respective substitutes:
FISCAL COUNCIL
Representing the Majority Shareholders
Mr. PAULO JOSÉ DOS REIS SOUZA – as Member and Mr. MARCUS PEREIRA AUCÉLIO as deputy representing the NationalTreasure
Mr. CESAR ACOSTA RECH – as Member and Mr. EDSON FREITAS DE OLIVEIRA as deputy. Representing the Minority Ordinary Shareholders
Mrs. MARISETE FÁTIMA DADALD PEREIRA – as Member and Mr. RICARDO DE PAULA MONTEIRO as deputy.
Representing the Minority Ordinary Shareholders
Mr. REGINALDO FERREIRA ALEXANDRE – as Member and Mr. MÁRIO CORDEIRO FILHO as deputy.
Representing the Preferred Shareholders
Mr. WALTER LUIS BERNARDES ALBERTONI – as Member and Mr. ROBERTO LAMB as deputy.
VII. Establishing the global remuneration of the members of the Board of Directors and Executive Directors up to R$14,846,044.48 (fourteen million, eight hundred and forty-six thousand, forty-four dollars and forty-eight cents of Brazilian Real), to the period between April 2013 and March 2014. In the case of the Executive Directors it is considering monthly honorary fees, vacation gratuity, Christmas bonus (13th wage), performance bonus, as well as their profit sharing, private social security and contingent rubric, expressly forbidden to transfer to their fees of any benefits that eventually were to be granted to employees of the company at the time of finalization of the Collective Bargaining Agreement – ACT in their respective base date;
Authorizing the Board of Directors to determine the individual remuneration of the Executive Directors considering the total cap minus the Board of Directors remuneration.
Limiting the monthly income of the members of the Board of Directors and Fiscal Council in 10% of the average monthly income of the Executive Directors, excluding vacation gratuity and benefits.
GENERAL EXTRAORDINARY MEETING
I. Approved the increase of the Capital Stock by acquisition of part of the fiscal incentive reserve comprised in the year of 2012, in the amount of R$ 18,768,508.11, increasing the capital stock from R$ 205,392,136,722.39 million to R$ 205,410,905,230.50 million, without changes to the number of common and preferred shares, as provided for in article 40, item III, in the Company’s Articles of Incorporation, and the subsequent amendment to the wording in article 4 in the aforementioned Articles of Incorporation.
As a consequence, section 4 of the company’s by-laws shall be changed, which is now as follows:
“Section 4º- The capital stock is R$ 205.410.905.230,50 (two hundred and five billion, four hundred and ten million, nine hundred and five thousand, two hundred and thirty, and fifty cents of Brazilian Real), devided in 13.044.496.930 (Thirteen billion, forty four million, four hundred and ninety six thousand and nine hundred and thirty) common shares, of which 7.442.454.142 (seven billion, four hundred and forty two million, four hundred and fifty for thousand and one hundred and forty two) are ordinary shares and 5.602.042.788 (five billion, six hundred and two million, forty two thousand and seven hundred and eighty eight) are preferred shares”.
Source: Petróleo Brasileiro S.A.
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