The Petrobras Board of Directors is calling Ordinary and Extraordinary Shareholders' Meetings to be held on April 29, 2013, at 03:00 pm, in the auditorium of their Headquarters at Avenida República do Chile 65, 1st floor, city of Rio de Janeiro (RJ), to discuss the following matters:
Ordinary General Meeting
I. Management Report and Financial Statements, together with the opinion of the Audit Committee, regarding the financial year ended December 31, 2012;
II. Capital Budget for 2013;
III. Allocation of 2012 income;
IV. Election of members of the Board of Directors;
V. Election of the Chairman of the Board of Directors;
VI. Election of the members of the Audit Committee and deputies; and
VII. Determining management and Audit Committee members.
Extraordinary General Meeting
I. Increase of the Capital Stock by acquisition of part of the fiscal incentive reserve constituted during 2012, in the amount of R$ 19 million, in compliance with article 35, paragraph 1, Order n° 2.091/07 of the National Integration State Minister, increasing the capital stock from R$ 205,392 million to R$ 205,411 million, with no change in the number of common and preferred shares, in compliance with article 40, item III, of the Company's Articles of Incorporation, and subsequent amendment of the wording of article 4 in the aforementioned Articles of Incorporation.
The minimum percentage capital stock holding required for requesting the adoption of cumulative voting for the election of Board members at the General Meeting is of 5% (five percent) of voting capital, as set forth in CVM Instruction n° 282 of June 6, 1998. The option to request adoption of cumulative voting shall be exercised in accordance with § 1, article 141 of Law 6.404 of December 15, 1976.
Shareholders holding preferred shares which entitle them to vote at the Shareholders' Meeting in a separate ballot to elect a representative on the Board for this class of shares shall hold at least 10% (ten percent) of the capital stock and prove uninterrupted ownership of the equity interest since January 29, 2013.
The person attending the meetings will have to prove that he/she is a shareholder, as set forth in article 126, Law 6.404 of December 15, 1976. If it is the intention of the shareholder to be represented at the meeting, he/she will have to comply with the requirements of paragraph 1, article 126 of said Law and article 13 of Petrobras Articles of Incorporation by presenting of the following documents:
i) His/her Identity Card;
ii) Power of Attorney with special powers, duly notarized at a Notary Office (original or certified copy);
iii) Copy of the representative's contract / Articles of Incorporation or fund regulations, where applicable;
iv) Copy of the instrument of investiture or equivalent proving the authority of the person who granted the power of attorney, where applicable.
Shareholders represented by attorneys-in-fact are requested to file the aforementioned documents at least two working days prior to the meeting, in room 1002 (Shareholder Support Services) at the company's headquarters. Those submitting the documentation on the day of the Meetings are notified that they will be received as from 11 am at the venue for the meetings.
The borrower will be entitled to vote where the shares have been loaned, except where specified to the contrary in the agreement entered into by the parties.
Shareholders may also choose to vote on the matters contained in this Notice by using a public request for power of attorney, pursuant to CVM Instruction 481, of December 17th, 2009.
Electronic powers of attorney shall be accepted through the Online Meetings platform, at www.assembleiasonline.com.br. Shareholders wishing to use this facility must be duly registered with the online platform.
All the relevant documentation regarding the matters to be resolved at these Ordinary and Extraordinary Shareholders' Meetings, as set forth in article 133 of Law 6.404 of December 15, 1976 and in CVM Instruction 481 of December 17, 2009, will be at the shareholders' disposal as from March 26, in room 1002 (Shareholder Support Service) at the Company's Headquarters, and on the Company's website (http://www.petrobras.com.br/ri) and the Securities Commission (CVM) website (http://www.cvm.gov.br).