The Board of Directors of Petróleo Brasileiro S.A.
– Petrobras hereby calls the Company’s shareholders to attend to the Extraordinary General Meeting to be held on January 27, 2012 at 03:00 pm, in the auditorium of the Company’s headquarters, at Avenida República do Chile 65, 1st floor, in the city of Rio de Janeiro (RJ), in order to deliberate on the following matters:
I. Partial split of BRK Investimentos Petroquímicos S.A.
- BRK and the spun off portion of PETROBRAS to:
(1) Confirm the contracting of APSIS Consultoria e Avaliações Ltda., by BRK, for the assessment of net assets relative to the spun off portions to be converted to PETROBRAS, according to net equity assessment report, using Base-Date of September 30, 2011, according to the provisions of paragraph 1 of article 227 c/c paragraph 3 of article 229 of Law 6.404, of December 15, 1976;
(2) Approve the Assessment Report prepared by APSIS Consultoria e Avaliações Ltda.
at book value for assessment of BRK’s net assets;
(3) Approve the Protocol and Justification of split-off of BRK and spun off portion of PETROBRAS, pro rata to its ownership, executed on December 22, 2011;
(4) Approve the partial split operation of BRK and the spun off portion of PETROBRAS, without increasing its share capital;
II. Acquisition of Petrobras Química S.A.
– PETROQUISA by PETROBRAS to.
(1) Confirm the contracting of APSIS Consultoria e Avaliações Ltda.
by PETROBRAS for the development of accounting assessment report of PETROQUISA’s net equity to be transferred to PETROBRAS, using Base-Date of September 30, 2011, as provided for in paragraph 1 of article 227 of Law 6.404, of December 15, 1976;
(2) Approve the Assessment Report prepared by APSIS Consultoria e Avaliações Ltda., at book value, for the assessment of PETROQUISA’s net equity;
(3) Approve the Protocol and Justification of acquisition operation of PETROQUISA by PETROBRAS, with full transfer of PETROQUISA net equity to PETROBRAS, executed on December 22, 2011;
(4) Approve the acquisition operation of PETROQUISA by PETROBRAS, with full transfer of PETROQUISA’s net equity to PETROBRAS, without increasing its share capital;
The operations have the purposes of reorganizing PETROBRAS’ investment portfolio of PETROBRAS in the petrochemical sector, in order to minimize costs, simplify ownership breakdown, promote the integration between activities in the sector and cause the investments governance in companies of the sector to be more objective, as previously stated by means of Material Facts disclosed on December 22, 2011.
The shareholder intending to be represented in the referred Meeting must comply with the provisions of article 126, paragraph 1, in Act no.
6.404 of December 15, 1976 and article 13 of Petrobras’ By-Laws, by submitting at the time, or preferably, submitting power of attorney with special powers at the room 2202-B (Shareholder Assistance) at the headquarters’ building until 03:00 pm of January 25, 2012.
In addition to that, the shareholders may also choose to vote the matters included in this Notice by means of the public request of a power of attorney, as provided for in CVM (Securities Exchange Commission) Instruction no.
481, of December 17, 2009.
The receiving of electronic power of attorneys shall be performed by platform Assembleias Online (Online Meetings) at the website
www.assembleiasonline.com.br.
For this purpose it is necessary that the shareholders register their data on this platform.
It is available for all the shareholders in room 2202-B (Shareholder Assistance) at the headquarters’ building, and in the electronic addresses of the Company (
http://www.petrobras.com.br/ri) and CVM (Securities Exchange Commission) (
http://www.cvm.gov.br), all documentation relative to the matters to be discussed in this Extraordinary General Meeting, according to the provisions of Act
6.404, of December 15, 1976 and CVM Instruction no.
481 of December 17, 2009.
Rio de Janeiro, December 22, 2011.
