Rio de Janeiro, September 5, 2017 - Petróleo Brasileiro S.A. – Petrobras, further to the Material Fact disclosed on 8/25/2017, informs that the Shareholder’s General Meeting (SGM) of Petrobras Distribuidora S.A. (BR) approved in a meeting held on 8/31/2017, its corporate restructuring, as well as the amendment of its Bylaws.
The main changes to the Bylaws take into account the requirements of Law no. 13,303/2016 and Decree 8,945/2016, including the legal rules relating to listed companies and Novo Mercado regulation, and are highlighted below:
• Accession to the Novo Mercado segment: (i) Exclusive issue of Common Shares; (ii) Rules for Public Offer of Purchase of shares, including requirement of agreement by the holders of 1/3 (one-third) of outstanding shares for possible exit from the segment, without sale of shares; (iii) Issue of Tag Along, giving equal treatment to the other company shareholders; and (iv) Membership in the Market Arbitration Chamber.
• Governance, Risk and Compliance Department under the Board of Directors (BD);
• New competencies assigned to BR’s BD and Executive Board (EB);
• Board of Directors composition with at least 3 (three) representatives of the minority shareholders, regardless of corporate interest, in addition to minimum 50% percentage of independent members, taking into account those elected by the minority shareholders;
• Compliance with integrity requirements for the nomination of Administrators and Audit Committee members, in addition to those prescribed by law;
• Inclusion of express clause regarding the incompatibility of participation in the administration bodies of BR and its subsidiaries and controlled companies, of members who are candidates to public offices, whereas such members shall resign their post under penalty of dismissal from the time their intention to run for office becomes public;
• Creation of new Advising Committees to the BD;
• Discipline of Transactions with Related Parties, to require that, in certain cases, in addition to the prior analysis of competence by the Audit Committee, upon the establishment of the Minority Committee, the latter shall provide prior advice, issuing its opinion on the desired transaction. Transactions shall be approved by a 2/3 vote of BD members.
It should be noted that compliance with Novo Mercado Rules and the nomination of Board of Directors members by minority shareholder shall be subject to the effective Initial Public Offering (IPO) of BR, still subject to internal approval and the approval of the Securities and Exchange Commission of Brazil (CVM) and favorable conditions of national and international capital markets.
The new Bylaws will be available on the website of Petrobras Distribuidora (www.br.com.br/governancacorporativa).
The same SGM approved the corporate restructuring of BR, consisting of capital contribution of R$ 6.3 billion and partial split-off of receivables with the Eletrobras System and other companies in the Petrobras System, in the same amount. As such, BR’s equity capital remains unaltered after the conclusion of transactions.
BR used the funds from capital contribution plus its cash availability of R$ 1.4 billion to execute early settlement in 8/31/2017 of debts with Banco do Brasil, amounting to R$ 4.5 billion, and Bradesco, amounting to R$ 3 billion. It is important to note that Petrobras was the guarantor of both transactions.
On the same date, Petrobras executed new financing with the same financial institutions, under the same conditions and amounts as the financing paid in advance by BR. Thus, these financing transactions do not have an impact on Petrobras’ consolidated net indebtedness or the profile of its indebtedness.
Finally, this communication should not be considered as advertisement of offer, and facts deemed relevant on this topic shall be timely communicated to the market.