PETRÓLEO BRASILEIRO S.A. - PETROBRAS
A Publicly Held Company
CNPJ/MF no 33.000.167/0001-01
NIRE no 33300032061
The Board of Directors of Petróleo Brasileiro S.A. PETROBRAS invites Shareholders to attend an Extraordinary General Meeting
on August 30 2005, at 03:00 PM, to be held in the Companys head offices at Avenida República do Chile 65, 24th floor to deliberate
on the following agenda:
I. Approval of the PROTOCOL AND JUSTIFICATION OF THE OPERATION FOR THE PARTIAL AND DISPROPORTIONAL SPINNING OFF OF DOWNSTREAM PARTICIPAÇÕES LTDA AND THE INCORPORATION OF THE DIVESTED PORTION BY PETRÓLEO BRASILEIRO S.A. - PETROBRAS, dated July 31 2005;
II. Ratification and nomination of the specialized Company for appraising the assets to be spun off and subsequently incorporated;
III. Approval of the Valuation Report of the spun off portion to be incorporated by PETROBRAS;
IV. Approval of the spinning off followed by incorporation of the assets of the divested part of the Company according to the procedure in the document to which item I above refers;
V. Authorization for the Executive Board to practice all necessary acts for the execution of the above items, and
VI. Election of member of the Board of Directors.
The documents to be analyzed in the Meeting are available to shareholders at the Companys head offices (Avenida República do Chile, n 65 - sala 401-F Shareholder Services).
The Shareholder wishing to be represented at the said meeting must comply with the provisions of Article 126, paragraph 1, of the Brazilian Corporate Law (Federal Law 6,404/76) and Article 13 of the Companys Bylaws presenting at the meeting, or, preferably by delivering, the appropriate proxy document containing specific powers to room 401-F (Shareholder Support Services) at the Companys Head Office by 5 p.m. on August 26 2005.
Rio de Janeiro, August 2, 2005
DILMA VANA ROUSSEF
President of the Board of Directors