Petróleo Brasileiro S.A. – Petrobras following up on the release disclosed on April 29, 2021, in relation to the request to call an Extraordinary General Meeting to reconstitute the Board of Directors, in view of the resignation of Mr. Marcelo Gasparino da Silva announced on April 16, 2021, informs that the company’s Board of Directors, by majority, decided not to call the General Meeting. The company presents the following clarifications:
Preliminarily, according to the letter received by the company of Mr. Marcelo Gasparino da Silva, the resignation will only take effect as of May 31, 2021. Therefore, currently there is no vacancy on the Board of Directors.
Under the terms of the release disclosed to the market on April 16, 2021, the resignation of Mr. Marcelo Gasparino will result in the application of the provisions of articles 141, paragraph 3 and 150 of Law 6,404/76 and article 25 of Petrobras’ Bylaws. According to such provisions, the vacancy of the position of a Board member elected by multiple vote may be filled by a substitute elected by the collegiate until a next General Shareholders’ Meeting, in order to ensure the continuity of management and the regular functioning of the administration bodies.
Therefore, Law 6,404 / 76 regulates the form of the recomposition of the Board of Directors in case of vacancy resulting from the resignation of a Board member elected by multiple vote.
Once the vacancy is verified, the next Shareholders Meeting that takes place must proceed with the election of the 8 (eight) members of the Board elected by multiple vote.
Regarding the questioning about the voting process in the election for the company’s Board of Directors, Petrobras understands that it is pertinent to proceed with the analysis of the facts that occurred, including contacts with B3, other agents involved in the Meeting, other companies that held Meetings recently with the multiple voting process and with the CVM – the Brazilian Securities Commission.
Different action could generate costs, insecurity and unnecessary consequences, without guaranteeing that a new election would take place without the same questions, as stated, still under evaluation.
Petrobras reaffirms its commitment to respect the rights of minority shareholders and will keep shareholders and the market informed about it.