Rio de Janeiro, March 19th, 2012, Petr�leo Brasileiro S.A. - Petrobras hereby informs that the Ordinary and Extraordinary General Meeting, held this day, at 03:00 pm, in the main auditorium of the Company�s Head office building, at Avenida Rep�blica do Chile 65 � 1st floor, in the city of Rio de Janeiro (RJ), ruled and approved as follows:
GENERAL ORDINARY MEETING
I. Management Report and Financial Statements with Fiscal Council�s Opinion for the fiscal year 2011;
II. Capital Expenditure Budget for fiscal year 2012, in the amount of R$ 58,812,271,879.00, as detailed below:
|
(in R$) |
Investments |
58,660,288,943 |
Capital increases in subsidiaries and other companies |
151,982,936 |
2012 capital budget |
58,812,271,879 |
|
|
Investments |
55,360,288,943 |
Capital Increases |
151,982,936 |
Own resources |
55,512,271,879 |
|
|
Third Party resources |
3,300,000,000 |
|
|
Out of the budget, 59.02% will be invested in the Exploration and Production segment, 33.10% in the Downstream segment, 5.42% in the Gas & Energy and 2.46% in other business areas.
III. Distribution of results for the fiscal year 2011, in the amount of R$33,100,699,379.17, according to the boards proposal, as follows:
Destination |
2011 (in R$ thousand.) |
Net Income for the Period |
33,100,699 |
Legal reserve (5%) |
(1,655,035) |
Tax Incentive Reserve |
(81,077) |
Total |
31,374,587 |
Proposed dividends � 38.25% (R$0.92 per share) |
12,000,937 |
Interests on own capital |
10,435,598 |
Dividend |
1,565,339 |
Profits appropriated in the capital |
18,336,751 |
Dividends Payment Schedule:
� R$ 2,608,899,386.00 (two billion, six hundred and eight million, eight hundred and ninety nine thousand, three hundred and eighty six Brazilian Real), made available on the May.31st,.2011 and equivalent to R$ 0.20 (twenty cents) per share, referring to the installment of interest on own capital, based on the shareholding status on the.May,11th,.2011, approved by the Board on the April, 29th ,2011.
� 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 Real), made available on the August 31st ,2011, and equivalent to R$ 0.20 (twenty cents) per share, referring to the installment of interest on own capital, based on the shareholding status on the August 2nd,2011, approved by the Board on the July, 22nd ,2011.
� 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 Real), made available on the November, 30th ,2011, and equivalent to R$ 0.20 (twenty cents) per share, referring to the installment of interest on own capital, based on the shareholding status on the November.11th, .2011, approved by the Board on the October 28th ,2011.
� R$ 4,174,239,017.60 (four billion, one hundred and seventy four million, two hundred and thirty nine thousand, and seventeen Brazilian Real and sixty cents) referring to R$ 0.32 (twenty cents of Brazilian Real) per share, equivalent to R$ 0.20 (twenty cents) per share, referring to the installment of interest on own capital, based on the shareholding status on the January 1st ,2012, approved by the Board on the December 22nd ,2011 made available on the February 29th ,2012, and R$ 0.12 (twelve cents) based on the shareholding status on this day, to be paid within 60 days following today's date, which amounts shall be updated , from the 31st December 2011 until the payment start date, according to Selic variation rate.
Moreover, should Petrobras with respect to the payment of Profit Sharing Results - PLR strictly observe the terms and conditions contained in the Corporate Program Goals for the Company approved by DEST.
IV. Election of the following as Members of the Board of Directors
BOARD OF DIRECTORS
Representing the Majority Shareholders
Mr. GUIDO MANTEGA
Mr. LUCIANO GALV�O COUTINHO
Mr. FRANCISCO ROBERTO DE ALBUQUERQUE
Mr. M�RCIO PEREIRA ZIMMERMANN
Mr. SERGIO FRANKLIN QUINTELLA
Mr. MARIA DAS GRA�AS SILVA FOSTER
Mr. MIRIAM APARECIDA BELCHIOR
Representing the Minority Ordinary Shareholders
Mr. JOSU� CHRISTIANO GOMES DA SILVA
Representing the Preferred Shareholders
Mr. JORGE GERDAU JOHANNPETER
Representing the Employees of Petrobras
Mr. SILVIO SINEDINO PINHEIRO
V. Election of the Mr. GUIDO MANTEGA as Chairman of the Board of Directors as per art. 18 of the Company�s Bylaws;
VI. Election of the following as Members of the Fiscal Council and their respective substitutes:
FISCAL COUNCIL
Representing the Majority Shareholders
Mr. PAULO JOS� DOS REIS SOUZA � as Member and Mr. MARCUS PEREIRA AUC�LIO as deputY representing the NationalTreasure
Mrs. MARISETE F�TIMA DADALD PEREIRA � as Member and Mr. RICARDO DE PAULA MONTEIRO as deputy.
Ms. CESAR ACOSTA RECH � as Member and Mr. EDSON FREITAS DE OLIVEIRA as deputy.
Representing the Minority Ordinary Shareholders
Mr. NELSON ROCHA AUGUSTO � as Member and Mrs. MARIA AUXILIADORA ALVES DA SILVA as deputy.
Representing the Preferred Shareholders
Mrs. MARIA L�CIA DE OLIVEIRA FALC�N � as Member and Mr. CELSO BARRETO NETO as deputy.
VII. Establishing the global remuneration of the members of the Board of Director and Executive Directors up to R$ 14,504,250.00 (fourteen million, five hundred and four thousand, two hundred and fifty reais), to the period between April 2012 and March 2013. In the case of the Executive Directors it is considering monthly honorary fees, vacation gratuity, Christmas bonus (13th wage), performance bonus, as well as their profit sharing, housing assistance according to decree n� 3,255 as of 11/19/1999, private social security and contingent rubric, expressly forbidden to transfer to their fees of any benefits that eventually were to be granted to employees of the company at the time of finalization of the Collective Bargaining Agreement - ACT in their respective base date of 2012;
Authorizing the Board of Director to determine the individual remuneration of the Executive Directors considering the total cap minus the Board of Directors remuneration.
Limiting the monthly income of the members of the Board of Directors and Fiscal Board in 10% of the average monthly income of the Executive Directors, excluding vacation gratuity, performance bonus, profit sharing, housing assistance, private social security.
GENERAL EXTRAORDINARY MEETING
I. Approved the increase of the Capital Stock by acquisition of part of the fiscal incentive reserve comprised in the year of 2011, in the amount of R$ 12 million, increasing the capital stock from R$ 205,380 million to R$ 205,392 million, without changes to the number of common and preferred shares, as provided for in article 40, item III, in the Company�s Articles of Incorporation, and the subsequent amendment to the wording in article 4 in the aforementioned Articles of Incorporation.
As a consequence, section 4 of the company's by-laws shall be changed, which is now as follows:
�Section 4�- The capital stock is R$ 205,392,136,722.39 (two hundred and five billion, three hundred and ninety two million, one hundred and thirty six thousand, seven hundred and twenty two, and thirty nine cents of Brazilian Real), divided in 13,044,496,930 (thirteen billion, forty four million, four hundred and ninety six thousand and nine hundred and thirty) common shares, of which 7,442,454,142 (seven billion, four hundred and forty two million, four hundred and fifty for thousand and one hundred and forty two) are ordinary shares and 5,602,042,788 (five billion, six hundred and two million, forty two thousand and seven hundred and eighty eight) are preferred shares�.