Pursuant to Rule 13a-16 or 15d-16 of the
20031-912 - Rio de Janeiro, RJ
Federative Republic of Brazil
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No___X____
This report on Form 6-K is incorporated by reference in the Registration
Statement on Form F-3 of Petróleo Brasileiro -- Petrobras (No. 333-163665).
INDEX | |
Invitation | 2 |
Call for Meeting | 3 |
Information to Vote | 5 |
Public Power of Attorney Request | 6 |
Items to be discussed in the Extraordinary General Meeting (EGM): | |
I.Partial split of BRK Investimentos Petroquímicos S.A. - BRK and the spun off portion of PETROBRAS. | 7 |
Appendix I – Protocol and Justification for the Partial Spinoff of BRK | |
Investimentos Petroquímicos S.A., with transfer of portions of its equity to | |
Petrobras Química S.A. – PETROQUISA, Petróleo Brasileiro S.A. – Petrobras | |
and Odebrecht Serviços eaS.A. – OSP | 8 |
Appendix II – Valuation report of BRK Investimentos Petroquímicos | 69 |
II.Acquisition of Petrobras Química S.A. – PETROQUISA by PETROBRAS. | 92 |
Appendix III – Protocol and Justification for the Acquisition of Petrobras Química | 93 |
Appendix IV – Valuation report of Petrobras Química S.A. – PETROQUISA | 114 |
Appendix V – (CVM Instruction No. 481- Annex 21) | |
Commercial Proposal of APSIS to Braskem S.A. | |
Commercial Proposal of APSIS to Petrobras | 128 |
1
Invitation
Date:January 27, 2012
Time: 3PM
Address:auditorium of the Company’s head office
at Avenida República do Chile 65, 1st floor, in the city of (RJ)
Agenda items:
Extraodinary General Meeting
I. | Partial split of BRK Investimentos Petroquímicos S.A. - BRK and the spun off portion of Petrobras; |
II. | Merger of Petrobras Química S.A. - Petroquisa into Petrobras |
2
Call for Meeting
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 onJanuary 27, 2012at 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; |
3
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 platformAssembleias Online(Online Meetings) at the websitewww.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.
Guido Mantega
Chairman of the Board of Directors
4
Information to Vote
To vote in general meetings of companies and funds, the first step is to click inwww.assembleiasonline.com.br/wfPublicaCadastroAcionistas.aspxand register.
After registering at Assembleias Online, you will receive an automated message containing theInstrument of Agreement, Ownership and Liability, which must be signed, notarized and consularised, and a list of documents that must be provided so that your registration can be validated.
Once your registration is validated, you will receive an email with instructions to issue your Private Digital Certificate. The Private Digital Certificate will be issued by Certisign, exclusive partner of VeriSigN in Brazil and leader in the segment.
As soon as companies or funds that you invest in publish their call notices, you will be notified by email.
After you log in on the websitewww.onlinegeneralmeetings.com, you select the general meeting you want. After analyzing the documents available and the management proposals, you must vote on each of the agenda items (in favor, against or abstention).Your part in the voting process ends here.
Once your vote is validated, it will be computed to the respective meeting and a receipt of your vote will be sent to your email. For increased security and integrity, Assembleias Online has hired Ernst & Young to review the environment of internal controls to further improve them.
In order to facilitate and encourage shareholders with voting rights to participate, the Company will allow shareholders to vote on the items that appear in the General Meeting Notice over the Internet by using the public request for proxies, as per CVM ruling 481, published on December 17 2009.
The electronic proxies will be received via the Online Meeting platform, at www.assembleiasonline.com.br. Shareholders must register in the platform as soon as possible in order to use it. The data used in the previous General Meeting will remain in effect. The proxy, showing the shareholder’s voting intention (electronic voting), must be sent through the system between January 09 to 25, 2012. For more details on how to vote via the Online Meeting Platform, read the Manual that has been posted on our website.
5
Public Power of Attorney Request
Rio de Janeiro, December 22 , 2011, Petroleo Brasileiro S.A. – Petrobras hereby invites its shareholders to attend its Extraordinary General Meeting, to be held on January 27, 2012, at 3.00 p.m., in order to resolve on the matter in the Notice for General Meeting.
With a view to enable and stimulate the participation of the shareholders with a right to vote, the Company provides, through the world wide web, with the possibility for the shareholders to vote on the matter in the Notice for General Meeting, through the use of public power of attorney request, as per CVM Instruction 481 issued on December 17th, 2009.
The receipt of electronic powers of attorney will be by means of the platform Assembleias Online, available at www.assembleiasonline.com.br. For such, it is necessary that the shareholders make their registration in this platform as soon as possible, and the registrations made for the last Meeting remain valid. The power of attorney, which has the shareholder’s voting intention (electronic vote), must be sent through the system between January 09 to 25, 2012. Please refer to the Manual on how to vote through the Assembleias Online system available in this handbook or on the Investor Relations website via Financial Results and Disclosures/Meetings.
With such alternative, Petrobras seeks to reinforce its commitment to adopting the best Corporate Governance practices and transparency.
6
SPECIAL MEETING OF STOCKHOLDERS
STATEMENT TO STOCKHOLDERS
ITEM I
PARTIAL SPLIT OF BRK INVESTIMENTOS PETROQUÍMICOS S.A. - BRK AND THE SPUN OFF PORTION OF PETROBRAS
Dear Stockholders,
The Board of Directors of Petróleo Brasileiro S.A. – PETROBRAS (“Company”), regarding the partial spin-off of BRK Investimentos Petroquímicos S.A. (“BRK”) with transfer of the spin-off portion to PETROBRAS item “I” in the Agenda of the Special Meeting of Stockholders, which will be held on January 27th, 2012, hereby presents the following information to the Stockholders:
The partial spin-off of BRK, a corporation which, besides the Company, has PETROBRAS Química S.A. (“PETROQUISA”) and Odebrecht Serviços e Participações S.A. as stockholders and detains direct control of Braskem S.A., is designed to simplify the current corporate structure, reorganize the portfolio of petrochemical interests of the Company and PETROQUISA, reduce costs and further the reallocation of investment resources and create value for both corporations.
PETROBRAS will absorb the spin-off portions of BRK’s assets, in the proportion of its respective interest in the referred to company, as is PETROQUISA. This transaction will not involve an increase of capital of PETROBRAS or PETROQUISA, and it will not affect their results or investors.
Therefore, the Board of Directors submits for the thorough examination and resolution of this Special Meeting of Stockholders, with assent from the Audit Committee, the proposal of (i) partial spin-off of BRK with transfer of the spin-off portion into PETROBRAS in the manner provided in the Protocols and Justifications of the intended transactions, duly signed by the Company and of the other measures contained in the Agenda provided in the Notice of Meeting present in the Appraisal Reports for BRK (Attachments I) and and Appraisal Reports for BRK (Attachments II) while Attachment V presents the information requested by CVM Instruction 481 (Attachment 21).
José Sergio Gabrielli de Azevedo
Petrobras CEO
7
APPENDIX I –
Protocol and Justification for the Partial Spinoff of BRK Investimentos Petroquímicos S.A
8
PROTOCOL AND JUSTIFICATION FOR THE PARTIAL SPINOFF OF BRK INVESTIMENTOS PETROQUÍMICOS S.A., WITH TRANSFER OF PORTIONS OF ITS EQUITY TO PETROBRAS QUÍMICA S.A. – PETROQUISA, PETRÓLEO BRASILEIRO S.A. – PETROBRAS AND ODEBRECHT SERVIÇOS E PARTICIPAÇÕES S.A. – OSP
which herein enter into an agreement as follows:
BRK INVESTIMENTOS PETROQUÍMICOS S.A., a joint stock company, with head office at: Avenida Rebouças, nº 3970, 32º andar-parte, Pinheiros, CEP 05402-600, São Paulo, State of São Paulo, Brazil, General Taxpayers' Registry ("CNPJ") No. 11.395.617/0001-70, herein represented by its by-laws(“BRK” or “COMPANY”);
ODEBRECHT SERVIÇOS E PARTICIPAÇÕES S.A., a joint stock company, with head office at: Avenida Rebouças, nº 3970, 32º andar-parte, Pinheiros, CEP 05402-600, São Paulo, State of São Paulo, Brazil, General Taxpayers' Registry ("CNPJ") No. 10.904.193/0001-69, herein represented by its by-laws (“OSP”);
PETROBRAS QUÍMICA S.A. - PETROQUISA, a joint stock company, with head office at: Avenida República do Chile nº 65, Centro, Rio de Janeiro, State of Rio de Janeiro, Brazil, General Taxpayers' Registry ("CNPJ") No. 33.795.055/0001-94, herein represented by its by-laws (“PETROQUISA”); and
PETRÓLEO BRASILEIRO S.A. - PETROBRAS, a joint stock company, with head office at: Avenida República do Chile nº 65, Centro, Rio de Janeiro, State of Rio de Janeiro, Brazil, General Taxpayers' Registry ("CNPJ") No. 33.000.167/0001-01, herein represented by its by-laws (“PETROBRAS”, together withPETROQUISA, simply named, as follows: “SISTEMA PETROBRAS”);
COMPANHIA,OSPandSISTEMA PETROBRASreferred jointly as“PARTIES”, by their board of directors, aiming at the partial spinning off of the existingCOMPANY,governed by the Law No. 6.404 - sections 224, 224, 225, 227 and 229 -, 15th December 1976 (“LSA”), and by Order CVM No. 319/99 (“ICVM 319”)
Whereas:
(i)PETROBRASholds 65.425.867 (sixty million, four hundred and twenty thousand, eight hundred and sixty seven) common shares, representing 24.30%of the voting and total capital of theCOMPANY;
(ii)PETROQUISAholds 59.014.503 (fifty nine million, fourteen thousand, five hundred and three) common shares, representing 21.91% of the voting and total capital of theCOMPANY;
(iii)OSPholds 144.862.517 (one hundred and forty four million, eight hundred and sixty two thousand, five hundred and seventeen) common shares, representing 53.79% of the voting and total capital of theCOMPANY;
(iv)TheCOMPANYholds 420,.761.481 (four hundred and twenty million, seven hundred and sixty one thousand, four hundred and eighty one) common shares issued byBRASKEM S.A., a joint stock company, with head office at: Rua Eteno nº 1.561, Complexo Básico, Pólo Petroquímico, Município de Camaçari, State of Bahia, Brazil, General Taxpayers' Registry ("CNPJ") No. 42.150.391/0001-70 (“BRASKEM”), representing 93.16% of its voting capital and 52.49% of its total capital;
(v)TheCOMPANYis interested in a partial spinoff - in order to segregate its assets selectively,ad referendumof all its shareholders, following the provisions set forth in section 229, paragraph 5,in fine, ofLSA, attributing and transferring(i)toPETROBRASshareholder, theCOMPANY'sportion of the equity corresponding to 22.63% of the latter's holding in voting capital and 12.75% on the total capital ofBRASKEM, equivalent toPETROBRASholding in theCOMPANY, represented by 102.222.019 (one hundred and two million, two hundred and twenty thousand, and nineteen) common shares issued byBRASKEM, as well as current assets represented by bank deposits and financial assets, taxes and federal contributions to be reimbursed and other receivables, as detailed in the technical report, as followsLaudo de Avaliação Contábil da Parcela Cindida(Technical Report on Accounting Assessment of the Split Portion) to be transferred toPETROBRAS, herein attached and the Reasons for the Spinoff, asAnnex I;(ii)forPETROQUISAshareholder, theCOMPANY'sportion of equity corresponding to 20.42% of the latter's holding in voting capital and 11.50% on the total capital ofBRASKEM, equivalent toPETROQUISAholding in theCOMPANY, represented by 92.204.840 (ninety two million, two hundred and four thousand, eight hundred and forty) common shares issued byBRASKEM, as well as current assets represented by bank deposits and financial assets, taxes and federal contributions to be reimbursed, and other receivables, as detailed in the technical report, as follows: Technical Report on Accounting Assessment of the Split Portion to be transferred toPETROQUISA, herein attached and the Justification for the Spinoff, asAnnex II(“SISTEMA PETROBRAS Assets”), and(iii)toOSPshareholder, the portion of equity corresponding to theCOMPANY'sholding, consisting of current assets represented by bank deposits and financial assets, taxes and federal contributions to be reimbursed and other receivables, as detailed in the technical report, as follows: Technical Report on Accounting Assessment of theSplit Portion to be transferredOSP, herein attached and the Justification for the Spinoff, asAnnex III(“OSP Assets”).
(vi)Considering the item 'v' above,OSPshall be the sole shareholder of theCOMPANY, which shall have a holding of 50.1% on the voting capital and 28.24% on the total capital ofBRASKEM, represented by 226,.334.622 (two hundred, twenty six million, three hundred and thirty four thousand, six hundred and twenty two) common shares issued byBRASKEM;
(vii)on the other part,PETROBRASandPETROQUISAare interested in the incorporation of the split portions of theCOMPANY's equity, according to their proportion, - in order to segregate its assets selectively, as stated in the item above, to organize its oil equity portfolio, making its current corporate structure simple, optimizing costs and producing value forSISTEMA PETROBRAS;
(viii)OSPis interested in the incorporation of the split portion of theCOMPANY'sequity, corresponding toOSP Assetsin order to move on to an equity restructuring for the assets of theCOMPANY,to be the remaining investment inBRASKEMonly;
(ix)ThePartial spinoffof theCOMPANYshall not imply a solution for its business to continue;
(x)the operation shall not involve a share capital rise inPETROBRASorPETROQUISA, shall not impact on their result and shall not impact on the investors, as it only makes those companies indirect holding inBRASKEMinto a direct one;
(xi)the operation shall not involve a share capital rise inOSPas well, as spinning off the assets represented bySISTEMA PETROBRAS Assets,PETROBRASandPETROQUISAshall have all their shares at theCOMPANYcanceled, so that the incorporation of equity represented byOSP Assetsshall involveOSPand theCOMPANYexclusively, theCOMPANYbeing a full subsidiary ofOSP; and
(xii)the assessment technical reports, on accounting criteria, of the equities to be transferred from theCOMPANYtoPETROBRAS,PETROQUISAandOSP, executed and handed over by the expert company herein below, agree on the laws and regulations applying and on the spinoff operation, which is the object of this Protocol and Justification for the Spinoff;
hereby, and in the best form of right, proposes the partial spinoff of theCOMPANYand herein presentsBRK INVESTIMENTOS PETROQUÍMICOS S.A's Technical Report on Accounting to thePARTIESaccording to its split portions transferred toPETROBRAS, PETROQUISA,andOSP, on the proportion of its holding in theCOMPANY, in accordance with item “v” above (“Protocol and Justification”) -following the provisions set forth in sections 224, 225, 227, and 229, §3º, 233, single §,of LSA, as well asICVM 319- , aiming at consigning the justification for the proposal regarding the partial spinoff of theCOMPANHIA, followed by the transfer of portions of net assets split toPETROBRAS, toPETROQUISA,and toOSP, as well as setting the terms and conditions governing the operation herein. Such conditions shall be subjected to the decision of shareholders of the companies involved, in accordance with the provisions of the law("Partial Spinoff").
1. | SPINOFF'S JUSTIFICATION AND GOALS |
1.1.The operation under the scope of the Protocol and Justification herein regards thePartial Spinoffof theCOMPANYin order to segregate its equity: (i)SISTEMAPETROBRAS Assets(“Sistema Petrobras Split Portions”), transferring the accountable net assets - regarding theSistema Petrobras Split Portions- toPETROBRASandPETROQUISA; and (ii)OSP Assets(“OSP Split Portion"), transferring the accountable net assets - regarding theOSP Split Portion -toOSP.
1.2.APartial Spinoffis being undertaken to make thePARTIEScurrent company structure simple, replacingPETROBRASandPETROQUISAinvestment inBRKby a direct investment inBRASKEM, in order to reduce administrative and management costs, as well as to makeBRLassets structure simple, following the exit ofPETROBRASandPETROQUISA,so that theCOMPANYsole investment is inBRASKEM.
1.3The justification forBRK Partial Spinoffis the will to reorganizeSISTEMA PETROBRASpetrochemical portfolio, via company restructuring operations, with which it gets optimized costs and favors reallocation of the investment resources in line with the Strategic plan ofSISTEMA PETROBRAS.
1.4. Sistema Petrobras Split PortionsandOSP Split Portionsare set in assessment technical reports, accounting value, of theCOMPANYnet assets, to be transferred according to the equity balance sheet addressed especially for the purposes ofPartial Spinoff.
1.5.Following the provisions set forth in section 233, single §, ofLSA,Partial Spinoffof theCOMPANYshall be executed without solidarity between the parties as follows: (i) on one side, theCOMPANYand/orOSP, andPETROQUISAand/orPETROBRASon the other, and (ii) betweenPETROQUISAandPETROBRAS, so thatPETROQUISAandPETROBRAS, solely or together, shall not be responsible for the obligations undertaken byBRKand/orOSP, including theSplit Portions,as noBRKbond - assumed directly or as guarantor - shall be transferred toPETROBRASand/orPETROQUISA.
1.6.The assessment of net assets regardingSistema Petrobras split portionsandOSP split portionswas executed based on the accounting value, in order for the expert company, referred to in2.2 hereinbellow, to execute the accounting entry of theCOMPANY,on the base-date foreseen in item2.1ofProtocol and Justificationherein, also based on the criteria regarding financial statements foreseen inLSA.
1.7.ThePARTIESboard shall comply with all necessary requirements for the implementation of the Partial Spinoff and of the Transfer ofSistema Petrobras Split PortionsandOSP Split Portion.TheCOMPANYshall be held accountable for all the costs arising out of the above-mentioned implementation.
1. | ASSESSMENT CRITERIAANDBASE-DATEFORTHEPARTIALSPINOFF |
2.1.For the purposes of equity assessment, thePartial Spinoffbase-date for reference shall be the 30th September 2011 (“Base-date”).
In compliance with the legal demands - namely the provisions set forth in sections 8º, 227 e 229 ofLSA, -Partial Spinoffshall be made by assessingSistema Petrobras Split PortionsandOSP Split Portion,according to the accounting net equity value criteria, which shall be based on theCOMPANYaddressed especially for theBase-Date. The Board of Directors hired the technical experts company, as follows: Apsis Consultoria e Avaliações Ltda. - head office at Rua da Assembleia, nº 35 – 12º andar, Rio de Janeiro, State of RJ, Brazil, General Taxpayers' Registry ("CNPJ") No. 08.681.365/0001-30, at CRC/RJ-005112/O-9 (“Apsis”), - as the one responsible for the execution ofSistema Petrobras Split PortionsandOSP Split Portionassessment technical Reports (“Assessment Technical Reports”).
2.2.Apsis was appointed by thePARTIESboards of directors to execute theAssessment Technical Reports, according to the rules and criteria applying to the financial statements of the companies, foreseen inLSA, as long as its choice is ratified by thePARTIESshareholders, following the provisions set forth in section 227, §1°, ofLSA.
2.3.TheAssessment Technical Reports,which shall be subjected to the approval of thePARTIESGeneral Meetings and shall support thePartial Spinoff, shall be considered an integrating part of theProtocol and Justificationherein, as Annexs I, II and III, describing in detail each assets' items of the net assets split to be incorporated byPETROBRAS,PETROQUISAandOSP, following the statements on Whereas ‘v’
Protocol and Justificationherein.
2. | DEALING WITH EQUITY VARIATIONS UNTIL THE PARTIAL SPINOFF DATE |
3.1.Equity variations overSISTEMA PETROBRAS Assetsand overOSP Assetsbetween Base-Date and the effectivePartial Spinoffshall remain registered onBRKbooks, shall be absorbed bySISTEMA PETROBRASandOSP,and transferred toSISTEMA PETROBRASandOSPbooks, according to their respective value, on the proportion of their holding, on the effective date for thePartial Spinoff, not changingthe amounts adopted - for the execution of the operation regarding the Partial Spinoff -onProtocol and Justificationherein.
3.2In case of dividends' statement and/or distribution and/or interest over equity byBRASKEMtoBRK, after theBase-Dateand until the effective date forPartial Spinoff, as soon asBRKgets such rights and/or resources it shall be immediately sent toPETROBRAS, PETROQUISA,andOSP,at the proportion of their shareholding before thePartial Spinoff.
4. | SPLIT PORTIONS AND REMAINING EQUITY TOTALS |
4.1. According to the accounting assessment regardingSistema Petrobras Split Portions- following the provisions set forth in Statement 3.1. above - the value of the specific assets to be transferred is, as follows (i) R$ 1.271.428.480,78 (one billion, two hundred and sixty million, four hundred and twenty eight thousand, four hundred and eighty Brazilian Real and seventy eight cents) toPETROBRAS, minus share capital of theCOMPANYon the above-mentioned amount and the consequent cancellation of 65.425.867 (sixty five million, four hundred and twenty five thousand, eight hundred and sixty seven) common shares held byPETROBRASin theCOMPANHIA, and (ii) R$ 1.146.835.698,69 (one billion, one hundred and forty six million, eight hundred and thirty five thousand, six hundred and ninety right Brazilian Real and sixty nine cents) toPETROQUISA, with a decrease of the share capital of theCOMPANYof R$ 1.108.379.873,48 (one billion, ne hundred and eight million, three hundred and seventy nine thousand, eight hundred and sixty three Brazilian Real and forty eight cents) and the consequent cancellation of 59.014.503 (fifty nine million, fourteen thousand, five hundred and three) common shares held byPETROQUISAin theCOMPANY.The difference of R$ 38.455.825,21 (thirty eight million, four hundred and fifty five thousand, eight hundred and twenty five Brazilian Real and twenty one cents) shall be taken from the adjustment account for equity assessment (Assigned Cost – Braskem), as mentioned on the table of item 4.3 herein below, and OSP will be the exclusive holder of theCOMPANYcommon shares.
4.2.According to the accounting assessment ofOSP Split Portion, the amount of the equity to be transferred is R$ 108.855,39 (one hundred and eight thousand, eight hundred and fifty five Brazilian Real and thirty nine cents) toOSP. TheCOMPANYshare capital shall also be reduced on the above-mentioned amount, following the cancellation of 5.602 (five thousand, six hundred and two) common shares.
4.3.As a consequence, the net equity of theCOMPANYshall decrease from R$ 5.233.394.316,17 (five billion, two hundred and thirty and three million, three hundred and ninety four thousand, three hundred and sixteen Brazilian Real and thirty one cents), already including theCOMPANYshare capital reductions. TheCOMPANYremainder capital shall be, as follows:
5.3. FollowingPartial Spinoffand transfer ofSistema Petrobras Split Portionsto
SISTEMA PETROBRAS, theCOMPANYshall exist for all the legal purposes and its legal personality shall remain in full and there shall be no place for succession regarding the remainder net equity.
5.4.PETROBRASandPETROQUISAby-laws shall not be changed, following the transfer ofSistema Petrobras Split Portions.
5.5.Following the implementation of the herein described operations,OSPshall hold 100% of theCOMPANYshare capital, represented by 144.856.915 (one hundred and forty four million, eight hundred and fifty and six thousand nine hundred and fifteen) common shares issued by it, and theCOMPANYshall hold 50.11% of the voting capital and 28.24% of the total share capital ofBRASKEM, represented by 226.334.622 (two hundred and twenty six million, three hundred and thirty four thousand six hundred and twenty two) shares issued byBRASKEM.
6. | TRANSFER OF OSP SPLIT PORTION TO OSP |
6.1.Whereas thePartial Spinoffregarding the transfer ofOSP Split PortiontoOSP,according to the provisions set forth in provision4.2,OSPshall incorporate itsOSP Split Portion.
6.2. Whereas the provisions set forth inProvision 4.1above, whereas following the transfer ofSistema Petrobras Split PortionsallPETROBRASandPETROQUISAshall be cancelled on theCOMPANYshare capital. The latter shall be 100% held byOSP.OSP Split Portionshall not imply any changes onOSPshare capital as a portion of its investment shall be replaced byOSP Assets- described in Net Assets Assessment Technical Report - to be incorporated inOSP(Annex III).
6.3.OSPby-laws shall not be changed, following the transfer ofOSP Split Portion.
7. | FINAL PROVISIONS |
7.1.ThePartial Spinoffimplementation shall be subjected to thePARTIESGeneral Meeting voting, in which the following shall be approved, as the case may be: (i) theProtocol and Justificationherein, theAssessment Technical Reports; (ii) Apsis note on the assessment of equity portions to be transferred; (iii)COMPANY's Partial Spinoff;(iv)PETROBRASandPETROQUISAincorporation ofSistema Petrobras Split Portions; and (v) incorporation ofOSP Split Portion.
7.2.ThePartial Spinoffoperation transferringSistema Petrobras Split PortionsandOSP Split PortiontoSISTEMA PETROBRASandOSP, respectively, following the proposition of theProtocol and Justification, herein shall be acknowledged andvoted by thePARTIEScompetent bodies, in accordance with the deadlines and further provisions of the law.
7.3.ThePartial Spinoffand the transfer ofSistema Petrobras Split Portionsshall not imply thatSISTEMA PETROBRASshall undertakeBRKrights and duties, following the provisions of item1.5, andBRKshall be the holder and the one responsible for the obligations undertaken directly or as a guarantor.
7.4.Following documents filing, approving thePartial Spinoffat the competent Commercial Registries,BRKBoard shall be in charge of all the required annotations and records referring to thePartial Spinoff.
7.5.TheProtocol and Justificationherein shall be changed in writing and following the approval of all thePARTIES.
7.6.All disputes which may arise from theProtocol and Justificationherein shall fall under the jurisdiction of São Paulo/SP.
IN WITNESS WHEREOF, The Parties have signed thisProtocol and Justificationwithin four (4) counterparts of equal form and content for the same purpose, together with two (2) undersigned witnesses.
São Paulo, December 22, 2011.
BRK INVESTIMENTOS PETROQUÍMICOS S.A.
ODEBRECHT SERVIÇOS E PARTICIPAÇÕES S.A.
PETROBRAS QUÍMICA S.A. - PETROQUISA
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
Witnesses:
Name: ID: | Name: ID: |
Annex I
Technical Report on the Accounting Assessment of the Split Portion to
PETROBRAS
REPORT: | RJ-0544/11-02 |
BASE DATE: | September30, 2011. |
APPLICANT: | PETRÓLEO BRASILEIROS.A. -PETROBRAS,sociedadepor ações, com sede naAvenida Repúblicado Chile, nº 65,Centro,naCidadee Estado do Rio deJaneiro, inscritanoCNPJ/MFsob o nº33.000.167/0001-01,doravante denominadaPETROBRAS. |
OBJECT: | Book net equity to be split offofBRKINVESTIMENTOS PETROQUÍMICOSS.A.,joint stockcompany,with its head OfficelocatedatAvenida Rebouças,nº 3.970, 32th floor, parte,Pinheiros,in the City and State of São Paulo,registeredwith theGeneral RosterofCorporate Taxpayers CNPJ/MFunder no.11.395.617/0001-70,hereinafter referredto asBRK. |
PURPOSE: | Toassessthe book netequityvalue to be split off ofBRK,representedby the equityportionofBRK,correspondingto itscurrentassets and itsownership interestinBRASKEMS.A., joint stockcompany,with its head Officelocatedat Rua Eteno, nº 1.561,Complexo Básico,PóloPetroquímico,in the City ofCamaçari,State of Bahia,registeredwith theGeneral RosterofCorporate Taxpayers (CNPJ)under No.42.150.391/0001-70,hereinafter referredto asBRASKEM,bothequivalentto theinterestofPETROBRASinBRK, to bemergedwith and intoPETROBRASpursuanttoarticlesNo. 226 and 229 of Law No. 6,404, of12/15/1976 (CorporateLaw). |
Laudo RJ-0544/11-02 1
TABLE OFCONTENTS
1. | INTRODCTION | 3 |
2. | PRINCIPLESANDQUALIFICATIONS | ERRO!INDICADOR NÃO DEFINIDO. |
3. | LIMITATIONSOFLIABILITY | 5 |
4. | APPRAISAL METHODOLOGY | 6 |
5. | NETEQUITY APPRAISAL | 7 |
6. | CONCLUSION | 8 |
7. | LIST OFANNEXES | 9 |
Laudo RJ-0544/11-02 2
1.INTRODUCTION
APSISCONSULTORIA EMPRESARIALLtda.,hereinafter referredto as APSIS, with its head officelocatedat Rua daAssembleia,no 35, 12th floor, in the City and State of Rio deJaneiro, registeredwith theGeneralRoster ofCorporate Taxpayers(CNPJ) under No.08.681.365/0001-30, No.CRC/RJ-005112/0-9, wasappointedto assess the book net equity value ofPETROQUISAfor thepurposeof itsmergerwith and intoPETROBRAS, pursuanttoarticles226 and 229 of Law No. 6,404 of12/15/1976 (CorporateLaw). Forpreparingthisreport,we have used data andinformation providedby thirdparties,in the form ofdocumentsand verbalinterviewswith the client.Estimatesused in thisprocessare based ondocumentsandinformationwhichinclude,amongothers,thefollowing: •BalanceSheet of BRK and itsinvesteesas ofSeptember30, 2011. APSIS hasrecently performed appraisalsforpublicly-heldcompanies,forvarious purposes,of thefollowing companies:
The APSIS team in charge ofpreparingthis reportcomprisesthefollowingprofessionals: |
| |
Laudo RJ-0544/11-02 3
2.PRINCIPLESANDQUALIFICATIONS
This reportstrictly complieswith thefundamental principles described below:
|
| |
Laudo RJ-0544/11-02 4
3.LIMITATIONSOFLIABILITY
|
Laudo RJ-0544/11-02 5
4.APPRAISAL METHODOLOGY
Analysisof thepreviously mentioned supporting documents designedtoascertain whether bookkeepingwasaccurately conductedand was incompliancewith the legal,regulatory, normative, statutoryandcontractual provisionswhichgovernthematter,within the scope of"Generally Accepted Accounting PrinciplesandConventions". Weexaminedthebalancesheet of BRK and itsinvestees,as well as all otherdocuments requiredfor thepreparationof thisreport,which waspreparedon the basis of BRK and itsinvestee’s balancesheet for the period endedSeptember30, 2011(Annex1). It wasascertainedthat the assets andliabilitiesof BRK and itsinvesteeshavebeen dulyaccountedfor. |
Laudo RJ-0544/11-02 6
5. NETEQUITY APPRAISAL
Weexaminedtheaccountbooks of BRK and itsinvestees,as well as all otherdocuments requiredfor thepreparationof thisreport. Theexpertshaveascertainedthat the book net equity value to be split up ofBRKto bemergedintoPETROBRAS,correspondingtocurrentassets andportionof itsownership interestinBRASKEM, equivalentto a24.295% (twentyfour point twohundredninety fivepercent) stockholdingofPETROBRASinBRK, is BRL1,271,428,480.78(onebillion,twohundredandseventyonemillion,fourhundred twentyeightthousandfourhundredand eighty reais andseventyeightcents),as ofSeptember30, 2011, as shown in thefollowingtable: | ![]() | |
Laudo RJ-0544/11-02 7
6.CONCLUSION
In the light of the auditperformedof thepreviously mentioned documentsand on the basis of APSIS'analyses,theexpertshaveconcludedthat the split up book net equity value of BRK, to bemergedintoPETROBRAS, correspondingtocurrentassets andportionof itsownership interestinBRASKEM,both ,equivalentto a24.295% (twentyfour point twohundredninety fivepercent) stockholdingofPETROBRASinBRK, is BRL1,271,428,480.78(onebillion,twohundredandseventyonemillion,fourhundred twentyeightthousandfourhundredand eighty reais andseventyeightcents),as ofSeptember30, 2011. Taking intoaccountthat the split up asset by BRK isrepresentedby theequivalent amountof theinterest ownershipofPETROBRASin BRK, the net equity value to bemergedbyPETROBRASshall not result in anyalterationofPETROBRAS’sstockcapital.
HavingconcludedReport RJ-0544/11-02, whichconsistsof 09 (nine) pages typed on one side and 02 (two)annexes,APSISConsultoria EmpresarialLtda.,CRC/RJ-005112/0-9, acompany specializingin theappraisalofassets,legallyrepresentedby thesignatories below,makes itselfavailablefor anyclarificationswhich may benecessary.
Rio deJaneiro, November03, 2011.
AMILCARDECASTRO Director | ERIVALDOALVES DOSSANTOSFILHO |
Report RJ-0544/11-02 8
7. LIST OFANNEXES
1.SUPPORTING DOCUMENTS
2.GLOSSARYAND APSISGLOSSARY
SÃOPAULO - SP Av.Angélica,2503 Conj. 42 Consolação,CEP: 01227-200 Tel.: + 55 113666.8448Fax: + 55 113662.5722 | RIO DEJANEIRO– RJ |
Report RJ-0544/11-02 9
![](https://capedge.com/proxy/6-K/0001292814-11-003316/pbra20111229_6k1x131x1.jpg)
PETRÓLEO BRASILEIRO S.A--PETROBRAS | ||
By: | /S/ Almir Guilherme Barbassa | |
Almir Guilherme Barbassa Chief Financial Officer and Investor Relations Officer |
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act) that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results o f operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.