Rio de Janeiro, August 20, 2018 – Petróleo Brasileiro S.A. – Petrobras reports that it received the Official Letter No. 319/2018/CVM/SEP/GEA-1, which requests the following clarification:
Official Letter No. 319/2018/CVM/SEP/GEA-1
1. We refer to the complaint made by investor/public, forwarded to this CVM on 06.27.2018, regarding the suitability of the disclosure of potential information of Petróleo Brasileiro S.A. – PETROBRAS, arguing the issuer’s lack of disclosure of the start of exclusive negotiations between the company and a consortium led by Vitol for the sale of its stake in offshore oil fields located in Nigeria.
2. Incidentally, in an appeal sent to this Authority on 07.25.2018, in response to the request for information contained in CVM e-mail 0887/2018, Petrobras sometimes mentioned the “procedures provided for in the Petrobrás divestments method” and, at the same time, since we did not identify – within the documents disclosed by the issuer via Sistema Empresas.NET – a document with such content, we request a disclosure to the market of the guidelines on how to access the “Method”, and an additional disclosure of the clarifications then provided on 07.25.2018, in order to avoid any information asymmetry.
Petrobras clarifies that the company’s divestment projects follow the procedures established in the Method for Disinvestment of Assets and Companies of the Petrobras System (“Method”), a document that is in line with the guidelines of the Federal Audit Court (TCU) and complies with the procedures laid down in the current regulations.
The Method is a corporate standard that brings together the internal processes to be followed in the divestment projects, as well as regulates the stages of the divestment competitive procedures, to which due publicity is given through market disclosures, as described in items 10.8 and 21.4 of the Reference Form, available on the CVM website and on the Petrobras Investor Relations website (www.investorpetrobras.com.br).
Regarding the clarification provided by Petrobras on the investor claim mentioned in the Official Letter above, the following provides a statement of the company made at the time:
We hereby respond to Message 0887/2018 outlined above to provide clarification on the facts set forth in the complaint submitted in connection with the divestment project involving E&P assets in Nigeria.
On this issue, Petrobras clarifies that on 11.07.2017, it disclosed a Material Fact, in accordance with the procedures set forth in Petrobras’ disinvestment method (“Method”), communicating the start of the opportunity disclosure stage (“Teaser”) related to the divestment process of 100% of its stake in Petrobras Oil & Gas B.V. (“POGBV”), a joint venture comprising Petrobras (50%), BTG Pactual E&P B.V. (40%) and Helios Investment Partners (10%).
By that time, it was mentioned that POGBV had an interest in two world-class deepwater blocks in Nigeria – where the Akpo and Agbami producing fields are located – the Aegina field, as well as the Preowei discovery that is currently being assessed.
On 11.17.2017 and 03.08.2018, Petrobras, following on to the aforementioned Material Fact, communicated to the market, respectively, on the start of the non-binding phase and the binding phase of such divestment process.
Up to now, there has not been any other event that demands disclosure to the market under the terms of the Method.
Regarding the alleged exclusivity that would have been granted to Vitol, Petrobras clarifies that such condition was not granted to any company in the divestment process.
Thus, due to the foregoing, there is evidence that all the stages of disclosure to the market provided for in the Method were duly followed, without any obligation of communication to the market that was not considered by the company.
Finally, Petrobras reassures its commitment to comply with all stages of market disclosure provided for in the Method.
We remain available to provide any additional clarification that may be eventually required.”