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Resolutions of the anual and extraordinary general meetings

The Annual and Extraordinary General Meeting, held today (29/4), at 03:00 pm in the main auditorium of the Company's head Office building, in the city of Rio de Janeiro (RJ) ruled and approved the following:

ANNUAL GENERAL MEETING

I. Management Report and Financial Statements for the 2012 fiscal year with Fiscal Council's Report and Independent Auditors' Report;

II. Capital Expenditure Budget for the 2013 fiscal year, amounting R$ 66,920,847,184.00, as detailed below. These figures related to the Parent Company budget only.

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 funds: 51,140,085,563
Third party funds: 15,780,761,621

Of this budget, 60.06% will be invested in Exploration & Production, 30.45% in Downstream, 7.32% in Gas & Power and 2.17% in other business areas.

III. Distribution of results for the 2012 fiscal year, amounting to R$ 20,894,905,121.60, as proposed by the board:

Item 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
Retained earning 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 Reals), made available on the 05.31.2012 and equivalent to R$ 0.20 (twenty centavos) per share, relating to interest on own capital, based on the share position 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 Reals and twenty-three centavos), equivalent to R$ 0.27 (twenty-seven centavos) per common share, and R$ 0.76 (seventy-six centavos) per preferred share, both as interest on own capital, based on the share position on the date of the Annual Shareholders' Meeting, to be paid in two installments on 05.29.2013 and 08.30.2013, amounts being adjusted for inflation, as from December 31, 2012 to the payment date, in accordance with the bank rate (Selic).

Similarly, in respect of profit-sharing payments (PLR), Petrobras will strictly comply with the terms and conditions in the Corporate Program Targets, approved by DEST (State-Owned Company Coordination and Governance Department).

IV. Election of Board Members

BOARD OF DIRECTORS

Representing 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 Minority Ordinary Shareholders
Mr. MAURO GENTILE RODRIGUES DA CUNHA

Representing Preferred Shareholders
Mr. JORGE GERDAU JOHANNPETER

Representing Employees of Petrobras
Mr. JOSÉ MARIA FERREIRA RANGEL

V. Election of Mr. GUIDO MANTEGA as President of the Board of Directors as per art. 18 of the Company's Articles of Incorporation;

VI. Election of the following Fiscal Council members and deputies:

FISCAL COUNCIL
Representing Majority Shareholders
Mr. PAULO JOSÉ DOS REIS SOUZA (member) and Mr. MARCUS PEREIRA AUCÉLIO (deputy) representing the National Treasury
Mr. CESAR ACOSTA RECH (member) and Mr. EDSON FREITAS DE OLIVEIRA (deputy), representing Minority Ordinary Shareholders
Mrs. MARISETE FÁTIMA DADALD PEREIRA (member) and Mr. RICARDO DE PAULA MONTEIRO (deputy).

Representing Minority Ordinary Shareholders
Mr. REGINALDO FERREIRA ALEXANDRE (member) and Mr. MÁRIO CORDEIRO FILHO (deputy).

Representing Preferred Shareholders
Mr. WALTER LUIS BERNARDES ALBERTONI (member) and Mr. ROBERTO LAMB (deputy).

VII. Establishing overall compensation for Petrobras administrators (Board Members) of up to R$ 14,846,044.48 (fourteen million, eight hundred and forty-six thousand, and forty-four Brazilian Reals, and forty-eight centavos) for the period from April 2013 to March 2014, including monthly fees, Christmas bonus (13th salary), holiday entitlement, performance bonus, profit sharing, private pension plan and contingencies. It is expressly forbidden to include in fees any benefits that maybe granted to company employees on formalizing the Collective Labor Agreement on the respective base date;

Authorizing the Board of Directors to determine the individual distribution of amounts in payment of compensation to Executive Board members, with due regard to the overall amount and deducting the part intended for the Board of Directors.

Fixing monthly fees for Board Members and Fiscal Council members at one tenth of the average monthly amount received by Executive Board Members, excluding amounts relating to holiday entitlements and benefits.

EXTRAORDINARY GENERAL MEETING

Approving a capital increase by incorporating part of the fiscal incentive reserve set aside in 2012, amounting to R$ 18,768,508.11, raising capital stock from R$ 205,392,136,722.39 to R$ 205,410,905,230.50, with no change to the number of common and preferred shares, as set forth in article 40, item III, of the Company's Articles of Incorporation, and subsequent amendment to the wording of article 4 in the aforementioned Articles of Incorporation, as follows:

“Art 4º- Capital stock stands at 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 Brazilian Reals, and fifty centavos), divided into 13,044,496,930 (thirteen billion, forty-four million, four hundred and ninety-six thousand, nine hundred and thirty) common shares, of which 7,442,454,142 (seven billion, four hundred and forty-two million, four hundred and fifty four thousand one hundred and forty-two) are ordinary shares, and 5,602,042,788 (five billion, six hundred and two million, forty-two thousand seven hundred and eighty-eight) are preferred shares”.
Petrobras News Agency




 
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