Petrobras

Approval of the amendment to the Bylaws of Petrobras Distribuidora and its corporate restructuring

Petrobras Agency
06/09/2017 19:32
Visualizações: 1008 (0) (0) (0) (0)

Petrobras, further to the Material Fact disclosed on 8/25/2017, informs that the Shareholder’s General Meeting (SGM) of Petrobras Distribuidora S.A. (BR) approved in a meeting held on 8/31/2017, its corporate restructuring, as well as the amendment of its Bylaws.

The main changes to the Bylaws take into account the requirements of Law no. 13,303/2016 and Decree 8,945/2016, including the legal rules relating to listed companies and Novo Mercado regulation, and are highlighted below:

• Accession to the Novo Mercado segment: (i) Exclusive issue of Common Shares; (ii) Rules for Public Offer of Purchase of shares, including requirement of agreement by the holders of 1/3 (one-third) of outstanding shares for possible exit from the segment, without sale of shares; (iii) Issue of Tag Along, giving equal treatment to the other company shareholders; and (iv) Membership in the Market Arbitration Chamber.

• Governance, Risk and Compliance Department under the Board of Directors (BD);

• New competencies assigned to BR’s BD and Executive Board (EB);

• Board of Directors composition with at least 3 (three) representatives of the minority shareholders, regardless of corporate interest, in addition to minimum 50% percentage of independent members, taking into account those elected by the minority shareholders;

• Compliance with integrity requirements for the nomination of Administrators and Audit Committee members, in addition to those prescribed by law;

• Inclusion of express clause regarding the incompatibility of participation in the administration bodies of BR and its subsidiaries and controlled companies, of members who are candidates to public offices, whereas such members shall resign their post under penalty of dismissal from the time their intention to run for office becomes public;

• Creation of new Advising Committees to the BD;

• Discipline of Transactions with Related Parties, to require that, in certain cases, in addition to the prior analysis of competence by the Audit Committee, upon the establishment of the Minority Committee, the latter shall provide prior advice, issuing its opinion on the desired transaction. Transactions shall be approved by a 2/3 vote of BD members.

It should be noted that compliance with Novo Mercado Rules and the nomination of Board of Directors members by minority shareholder shall be subject to the effective Initial Public Offering (IPO) of BR, still subject to internal approval and the approval of the Securities and Exchange Commission of Brazil (CVM) and favorable conditions of national and international capital markets.

The new Bylaws will be available on the website of Petrobras Distribuidora (www.br.com.br/governancacorporativa).

The same SGM approved the corporate restructuring of BR, consisting of capital contribution of R$ 6.3 billion and partial split-off of receivables with the Eletrobras System and other companies in the Petrobras System, in the same amount. As such, BR’s equity capital remains unaltered after the conclusion of transactions.

BR used the funds from capital contribution plus its cash availability of R$ 1.4 billion to execute early settlement in 8/31/2017 of debts with Banco do Brasil, amounting to R$ 4.5 billion, and Bradesco, amounting to R$ 3 billion. It is important to note that Petrobras was the guarantor of both transactions.

On the same date, Petrobras executed new financing with the same financial institutions, under the same conditions and amounts as the financing paid in advance by BR. Thus, these financing transactions do not have an impact on Petrobras’ consolidated net indebtedness or the profile of its indebtedness.

Most Read
see see
Decarbonization
EPE to Launch Analysis on Decarbonization of Brazilian E...
13/06/25
FIRJAN
At the Launch of the Rio Oil Yearbook, Business Leaders ...
13/06/25
Permanent Offer
ANP to Hold 5th Cycle of the Permanent Concession Offer ...
13/06/25
Award
Unique Group Celebrates Prestigious Wins at 2025 cHeRrie...
13/06/25
Business
ANP to Hold Public Consultation and Hearing on Update of...
12/06/25
RenovaBio
ANP Approves New Regulation for Biofuels Certification
12/06/25
E&P
ANP Approves Resolution Establishing Requirements for Fu...
12/06/25
Bahiagás
Luiz Gavazza Highlights Bahiagás’ Expansion and Bahia’s ...
12/06/25
Event
SP Offshore 2025: Second Edition Boosts a New Phase for ...
12/06/25
Bahia Oil & Gas Energy 2025
Innovation in Its DNA: How Comquality Is Revolutionizing...
04/06/25
Bahia Oil & Gas Energy 2025
Oil States Showcases Commitment to Innovation and Energy...
04/06/25
Permanent Offer
Permanent Offer Auction Notice and Environmental Licensi...
04/06/25
Environment
Supergasbras Expands Actions to Reduce CO₂ Emissions in ...
04/06/25
Sergipe Oil & Gas 2025
Sergipe Oil & Gas 2025 Launched with Focus on Innovation...
04/06/25
Marginal Fields
Fiscal Measures with Disproportionate Impact on Independ...
04/06/25
Investments
Transpetro launches tender to enter barge operation segment
30/05/25
Bahia Oil & Gas Energy 2025
Bahia Oil & Gas Energy surpasses 13,000 registrants and ...
30/05/25
Bahia Oil & Gas Energy 2025
Marquise Ambiental presents industrial waste solutions a...
30/05/25
Bahia Oil & Gas Energy 2025
Bahia Oil & Gas Surpasses Expectations and Strengthens I...
29/05/25
Bahia Oil & Gas Energy 2025
Petroborn Plans to Invest US$ 35 Million in Northeastern...
29/05/25
Bahia Oil & Gas Energy 2025
GBS Storage Discusses Unprecedented Natural Gas Storage ...
29/05/25
VEJA MAIS
Newsletter TN

Contact us

We use cookies to ensure you have the best experience on our website. If you continue to use this site, we will assume that you agree with our Privacy Policy, terms of use and cookies.