SPECIAL SHAREHOLDERS MEETING TO BE HELD ON MARCH 7th, 2017 PUBLIC REQUEST FOR PROXY AUTHORIZATION

Size: px

Start display at page:

Download "SPECIAL SHAREHOLDERS MEETING TO BE HELD ON MARCH 7th, 2017 PUBLIC REQUEST FOR PROXY AUTHORIZATION"

Miles Kelley
6 years ago
Views:

1 PETRO RIO S.A. National Corporate Taxpayers Register (CNPJ/MF) No / State Registration (NIRE) No Publicly-Held Company SPECIAL SHAREHOLDERS MEETING TO BE HELD ON MARCH 7th, 2017 PUBLIC REQUEST FOR PROXY AUTHORIZATION Pursuant to the Brazilian Securities and Exchange Commission ("CVM") Ruling Nº. 481 of December 17, 2009 ("ICVM 481/09"), in its Articles 23 and the subsequent ones, the Company`s Management presents the Public Request for Proxy Authorization concerning the Special Shareholders Meeting to be held on March 7th, 2017 at 3:00 p.m., at the Company's principal place of business, at Praia de Botafogo, 370, Botafogo, postal code , city and state of Rio de Janeiro: (i) Chapter I Notice on Public Request for Proxy Authorization; (ii) Chapter II Draft Proxy Authorization; (iii) Chapter III Annex 23 to CVM Instruction no. 481;

2 CHAPTER I NOTICE ON PUBLIC REQUEST FOR PROXY AUTHORIZATION PETRO RIO S.A. ( Company ), based on the CVM Instruction no. 481, hereby notifies that the Company s management, in order to facilitate and encourage its shareholders participation, and strengthening the commitment to adopt the best corporate governance and transparency practices, in case its shareholders are not able to personally be present or be represented by an attorney at its discretion, these shareholders may appoint one of the attorneys listed below that the Company is making available to help. In the manner described on the CVM Instruction no. 481, the shareholders that wish to participate in the Annual and Special Shareholders Meeting through the attorneys appointed by the Company, they must give powers, according to their voting instructions, as follows: (1) to vote FAVORABLY in the matters of the agenda, Mr. Tulio Esdras Simonetti Cohn, Brazilian, divorced, lawyer, bearer of professional identity card nr , issued by OAB/SP, and enrolled in the CPF/MF under nr , resident and domiciled in the city and state of Rio de Janeiro, with professional address at Praia de Botafogo, 370, 1st floor, Botafogo, Postal code ; (2) to vote NEGATIVELY in the matters of the agenda, Mr. Eduardo Carvalho da Silva Faoro, Brazilian, in a Common-law Marriage, lawyer, bearer of professional identity card nr , issued by OAB/RJ, and enrolled in the CPF/MF under nr , resident and domiciled in the city and state of Rio de Janeiro, with professional address at Praia de Botafogo, 370, 1st floor, Botafogo, Postal code ; (3) to ABSTAIN from voting in the matters of the agenda, Ms. Renata de Freitas Saraiva, Brazilian, single, lawyer, bearer of professional identity card nr , issued by OAB/RJ, and enrolled in the CPF/MF under nr , resident and domiciled in the city and state of Rio de Janeiro, with professional address at Praia de Botafogo, 370, 1st floor, Botafogo, Postal code ;

3 CHAPTER II DRAFT PROXY AUTHORIZATION TO VOTE IN FAVOR PROXY AUTHORIZATION (full name of grantor), (nationality), (marital status), (profession), (address with district, State and City), the bearer of identity card nº, (issuing body and issuance date), registered under CPF/MF Individual Taxpayer Code nº, hereby appoints and constitutes as his or her lawful attorney-in-fact Mr. Tulio Esdras Simonetti Cohn, divorced, lawyer, bearer of professional identity card nr , issued by OAB/SP, and enrolled in the CPF/MF under nr , resident and domiciled in the city and state of Rio de Janeiro, with professional address at Praia de Botafogo, 370, 1st floor, Botafogo, Postal code granting him powers to represent the grantor at the Special Shareholders Meeting of Petro Rio S.A., which shall be held on first call on March 7th, 2017, at the Company's principal place of business, at Praia de Botafogo, 370, Botafogo, postal code , city and state of Rio de Janeiro, to vote favorably in the matters of the agenda as described below, being established that this proxy authorization shall be effective solely for this purpose. Rio de Janeiro,, Name: CPF/MF:

4 TO VOTE AGAINST PROXY AUTHORIZATION (full name of grantor), (nationality), (marital status), (profession), (address with district, State and City), the bearer of identity card nº, (issuing body and issuance date), registered under CPF/MF Individual Taxpayer Code nº, hereby appoints and constitutes as his or her lawful attorney-in-fact Mr. Eduardo Carvalho da Silva Faoro, Brazilian, in a Common-law Marriage, lawyer, bearer of professional identity card nr , issued by OAB/RJ, and enrolled in the CPF/MF under nr , resident and domiciled in the city and state of Rio de Janeiro, with professional address at Praia de Botafogo, 370, 1st floor, Botafogo, Postal code , granting her powers to represent the grantor at the Special Shareholders Meeting of Petro Rio S.A., which shall be held on first call on March 7th, 2017, at the Company's principal place of business, at Praia de Botafogo, 370, Botafogo, postal code , city and state of Rio de Janeiro, to vote negatively in the matters of the agenda as described below, being established that this proxy authorization shall be effective solely for this purpose. Rio de Janeiro,, Name: CPF/MF:

5 TO ABSTAIN FROM VOTING PROXY AUTHORIZATION (full name of grantor), (nationality), (marital status), (profession), (address with district, State and City), the bearer of identity card nº, (issuing body and issuance date), registered under CPF/MF Individual Taxpayer Code nº, hereby appoints and constitutes as his or her lawful attorney-in-fact Ms. Renata de Freitas Saraiva, Brazilian, single, lawyer, bearer of professional identity card nr , issued by OAB/RJ, and enrolled in the CPF/MF under nr , resident and domiciled in the city and state of Rio de Janeiro, with professional address at Praia de Botafogo, 370, 1st floor, Botafogo, Postal code , granting her powers to represent the grantor at the Special Shareholders Meeting of Petro Rio S.A., which shall be held on first call on March 7th, 2017, at the Company's principal place of business, at Praia de Botafogo, 370, Botafogo, postal code , city and state of Rio de Janeiro, to abstain from voting on the matters of the agenda as described below, being established that this proxy authorization shall be effective solely for this purpose. Rio de Janeiro,, Name: CPF/MF:

6 1. Provide the name of the company Petro Rio S.A. CHAPTER III ANNEX 23 OF THE CVM INSTRUCTION Nº 481/2009 REQUEST FOR PROXY AUTHORIZATION 2. Report the matters for which the proxy is being requested 3. Identify the individuals or legal entities that promoted, organized or borne the cost of the request for proxy, even if partially, providing: The request for proxy was promoted by the Company s management and the cost will be borne entirely by the Company, as per Article 29 of CVM Instruction no. 481/09. a. Name and address Petro Rio S.A. Praia de Botafogo, 370, 1º andar, Botafogo, CEP Cidade e Estado do Rio de Janeiro. b. how long you have been the Company`s shareholder Not applicable. c. Number and percentage of shares of each kind and class of their ownership Not applicable. PetroRio has shares held in treasury, with no rights of voting, as per art. 30, 4. d. Number of shares taken on loan Not applicable. e. Total exposure in derivatives referenced on shares of the Company.

7 Not applicable. f. Corporate, business or family ties existing or developed in the last 3 years with the company or with parties related to the company, as defined by the relevant accounting rules. Not applicable. 4. Clarify whether any of the individuals and/or legal entities mentioned in item 3, as well as any of its controlling shareholders, controlled companies, companies under common control or affiliates have special interest in the approval of the matters for which the proxy authorization is being requested, describing in details the nature and scope of the interest in question. There is no individual and/or legal entity with special interest in the approval of the matters, which are only of corporate interest. 5. Specify the estimated cost of the request for proxy authorization For carrying out this request for proxy, the Company shall rely solely with its internal staff, thus not incurring in any additional costs for the receiving and processing of the proxies. 6. Clarify whether (a) the company paid for the request for proxy authorization or (b) whether its petitioners will seek for cost reimbursement from the company. The Company paid for the public request for proxy, as per Article 29 of CVM Instruction no. 481/ Specify: a. The address to which the proxy must be sent after it is signed; or Petro Rio S.A. Praia de Botafogo, 370, 1st floor, Botafogo, Postal Code City and state of Rio de Janeiro b. In case the company accepts proxy authorizations via the worldwide web system, list the instructions to grant them. Due to the low usage of such systems, and the costs associated with them, the Company will not make available an electronic voting system for the grant of electronic proxy authorizations.

ANNUAL ORDINARY GENERAL MEETING TO BE HELD ON APRIL 28th, 2017 PUBLIC REQUEST FOR PROXY AUTHORIZATION

PETRO RIO S.A. National Corporate Taxpayers Register (CNPJ/MF) No. 10.629.105/0001-68 State Registration (NIRE) No. 33.3.0029084-2 Publicly-Held Company ANNUAL ORDINARY GENERAL MEETING TO BE HELD ON APRIL