Rio de Janeiro, October 26, 2017 – Petróleo Brasileiro S.A. – Petrobras, further to the press release disclosed to the market on June 5, 2017, reports that its Board of Directors approved, at a meeting held yesterday, the company’s application for membership to the Level 2 special listing segment of Corporate Governance of B3 (Level 2).
To this effect, were authorized adjustments to Petrobras’ Bylaws, which will be sent to the General Shareholders’ Meeting’s deliberation, to be convened, and the execution of the Level 2 Participation Agreement with B3 and the Federal Government, as controlling shareholder, and were approved changes in the Internal Rules of the Board of Directors, the Executive Committee, and the Minority Shareholders Committee as well as in the Relevant Act or Fact Disclosure and Negotiation of Securities Policy, in order to incorporate the additional measures of governance corporate.
The Minority Shareholders Committee will have its attributions extended to now examine and opine in an advising, non-binding capacity, on matters in which preferred shares shall be entitled to vote, pursuant to Level 2 rules. The Minority Shareholders Committee’s opinion shall be fully included in management’s proposal, which will instruct the vote of ordinary shareholders during the Meeting. This new power of the Minority Shareholders Committee seeks to meet the requirements set out in the aforementioned rules in relation to the voting rights of preferred shareholders in specific matters, however without violating the Petroleum Law, which determines that preferred shares shall never be entitled to vote.
Level 2 membership adds to other initiatives already implemented by the company, such as certification in the Corporate Governance Program for State-Owned Companies, reaffirming Petrobras’ commitment to the continuous improvement of its governance and alignment to the best practices of the market.