Inapplicability of preemptive right related to the sale of Liquigás

Rio de Janeiro, November 21, 2016 – Petróleo Brasileiro S.A. – Petrobras responds to Official Letter No. 3267/2016-SAE/GAE 1, which requests clarifications, as follows:

Official Letter No. 3267/2016-SAE/GAE 1

“Dear Sirs,

Considering the terms of the material fact published on 11/17/2016, we request you to inform, by 11/21/2016, if the sale of all the shares issued by Liquigás Distribuidora S.A. will entitle the shareholders of this Company, to their preemptive rights, as set forth in article 253 of Law 6.404/76, altered by Law No. 10.303/01.

If so, please inform:

– Shareholders registered on which date in the registers of the Company will be entitled to exercise their preemptive rights;

– In accordance with sole paragraph of article 253, please inform if a date has already been provided for holding the Extraordinary General Meeting which will resolve on the subject.

If not, please inform the reasons why there are no preemptive rights.

We also request you to inform how this transaction will reflect on the Company’s accounts, as well as other data considered important.”


In line with the understanding of Comissão de Valores Mobiliários (CVM) [the Brazilian Securities & Exchange Commission] issued in previous decisions by this government agency on the subject, Petrobras considers that the preemptive rights set forth in article 253 of Law 6.404/76 do not apply in the sale of Liquigás, having in view that the Company started to integrate the Petrobras System after a transaction of purchase and sale of shares, and not by means of incorporation, without any dilution of ownership interest by the shareholders of Petrobras.

The financial results will be verified in the closing of the transaction and adjusted in 60 days, as established within the contract. The preliminary estimate indicates gain for the Company.

In accordance with the information set forth in the Material Fact of 11/17/2016, this transaction is still subject to the approval of the Shareholders’ Meetings of Petrobras and Ultrapar and to compliance with the usual preceding conditions, including approval by the Administrative Council for Economic Protection (CADE).

The facts deemed material on the subject shall be timely disclosed to the market.

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