SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of February, 2017
Commission File Number 1-15106
PETRÓLEO BRASILEIRO S.A. PETROBRAS
(Exact name of registrant as specified in its charter)
Brazilian Petroleum Corporation PETROBRAS
(Translation of Registrants name into English)
Avenida República do Chile, 65
20031-912 Rio de Janeiro, RJ
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F
X
Form 40-F
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
No
X
MINUTES OF EXTRAORDINARY GENERAL SHAREHOLDER MEETING
OF PETRÓLEO BRASILEIRO S.A. PETROBRAS,
HELD ON JANUARY 31
st
, 2017.
(Drawn up as summary, pursuant to the first paragraph of Article 130 of Law 6,404 of December 15, 1976)
PUBLIC HOLDING COMPANY
CORPORATE TAXPAYERS ID (CNPJ) No. 33.000.167/0001-01
CORPORATE REGISTRY (NIRE) No. 33300032061
I.
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DATE, TIME AND PLACE
:
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Meeting held on January 31
st
, 2017, at 3:00 P.M., at the Companys headquarters located at Avenida República do Chile, 65, Centro, city of Rio de Janeiro, State of Rio de Janeiro.
II.
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ATTENDANCE, QUORUM AND CALL
:
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Shareholders representing 87,04% of the common
shares comprising the capital stock attended the meeting, according to registers and signatures in the Shareholders Attendance Book, called by notice published in the Official Gazette of the State of Rio de Janeiro in the December 29 and
30, 2016 and January 2
nd
and 3
rd
, 2017 editions and Valor Econômico newspaper in the December 31
st
, 2016 and January 2
nd
and 3
rd
, 2017 editions. The meeting was presided by
Mr.
Francisco Augusto da Costa e Silva
, appointed by the Company´s Chairman, Pedro Pullen Parente, according to article 42 of Petrobras Articles of Incorporation. Mrs.
Maria Teresa Pereira Lima
, Counsel to the
Federal treasury, representing Federal Union (União). Also attended the meeting the Chairman of Board of Directors
Luiz Nelson Guedes de Carvalho
and Director
Ivan de Souza Monteiro
. There was also present
Marisete
Fátima Dadald Pereira
, Chairperson of the Companys Fiscal Council and Mr.
Reginaldo Ferreira Alexandre
and Mr.
Walter Luís Bernardes Albertoni
, pursuant to the provisions of Article 164 of the Brazil
pursuant to the provisions of Article 164 of the Brazilian Corporate Law lian Corporate Law. Were also invited to the meeting the Federal Court of Auditors (TCU), Mrs.
Gabriela da Costa e Silva
, Mr.
Claudionor Moura Nunes
Júnior
and Mr.
Diogo Figueiredo Barcellos
.
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Chairman:
Francisco Augusto da Costa e Silva
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|
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Chairman of Board of Directors:
Luiz Nelson Guedes de Carvalho
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Representative of the Federal Government:
Maria Teresa Pereira Lima
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Secretary:
João Gonçalves Gabriel
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After the installation of this General
Shareholders Meeting and before the reading of the Agenda, the Chairman informed that, in compliance with the injunction granted by the 2nd Federal Court of Sergipe, in a public action number 0805433-25.2016.4.05.8500, determining the
suspension of the sale of the shares of Companhia Petroquímica de Pernambuco (PetroquímicaSuape) and Companhia Integrada Têxtil de Pernambuco (CITEPE ), item II that was included in the notice of this
Meeting (sale of 100% of the shares held by Petrobras in PetroquímicaSuape and CITEPE) was withdrawn from the agenda and was not considered in this Meeting.
1
Single item
:
Sale of 100% (one hundred percent) of the shares held by
Petróleo Brasileiro S.A.PETROBRAS, of Liquigás Distribuidora S.A., to Companhia Ultragaz S.A., a wholly-owned subsidiary of Ultrapar Participações S.A., for the amount of BRL 2,665,569,000.00 (two billion, six
hundred and sixty-five million, five hundred and sixty-nine thousand reais).
In Objection
The drawing up of these minutes as summary was approved by the majority of the shareholders present, pursuant to article 130 of Law 6,404 of December 15,
1976.
In Extraordinary General Shareholder Meeting:
Single item
:
Approval, by a majority vote of the attending shareholders (voting map in annex), of the sale of 100% (one hundred percent) of the
stake owned by Petrobras in the Liquigás Distribuidora S.A. to Companhia Ultragaz S.A., a wholly-owned subsidiary of Ultrapar Participações S.A., for the amount of BRL 2,665,569,000.00 (two billion, six hundred and sixty-five
million, five hundred and sixty-nine thousand reais).
With nothing else to be discussed, the Extraordinary General Shareholder Meeting was closed and the
subsequent drawing up of the Minutes was approved.
VI.
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REGISTRATION OF MANIFESTATIONS
:
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The following verbal manifestations are contained:
-
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Shareholder
Abilio Valerio Tozini
, expressing verbally against the sale of 100% (one hundred percent) of the shares held by Petróleo Brasileiro S.A.PETROBRAS, of Liquigás Distribuidora S.A.,
to Companhia Ultragaz S.A. He guess this sale as an affront to state policy that must keep the monopoly of energy to the nation, including the distribution of gas. He also considered that the current context of the economy, with a low brent and high
dollar value, is inappropriate for Petrobras asset divestments and that the Union should offer economic help to the company. In this way, Petrobras does not have to interrupt projects and close contracts. Finally, pointed out that Petrobras should
have as principle the service to the interests of the population, to the detriment of profit maximization. He also informed that his vote against this sale was in favor of Brazil and for an integrated Petrobras.
|
-
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Petrobras Engineers Association AEPET
, represented in this Meeting by Mr.
Francisco Soriano de Souza Nunes
, manifesting verbally for defense of oil state monopoly and against this
Extraordinary General Shareholders Meeting Agenda;
|
-
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Shareholder
Artur Flavio Jansen Ferrari
, manifesting verbally against this Agenda;
|
-
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Shareholder
Romano Guido Nello Gaucho Allegro
, manifesting verbally against this Agenda and denouncing the case Gemini.
|
-
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Shareholder
Vinícius Camargo Pereira da Costa
, manifesting verbally about Legal action against the disposals of Petrobras assets, seeking to prevent the company from being demoted, and registering its vote
against the approval of the agenda.
|
-
|
Shareholder
Emanuel Jorge de Almeida Cancella
, congratulating others shareholders for their verbal statements and manifesting his vote against the Agenda.
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2
VII.
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DOCUMENTS FILED IN THE HEADQUARTERS
:
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The following documents are filed in the Company´s
headquarters, in attention to and as provided in Act 6.404/76, article 130, § 1
st
, item a:
-
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Papers filled in by shareholders or its proxies and delivered to the Board, containing resolutions provided in the Agenda of the Extraordinary General Meeting;
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-
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Proxy and voting manifestation of
The Bank of New York Mellon Depositary Receipts
, the Depositary Institution abroad, issuer of the ADRs representing shares of the Company, represented in this Meeting by
Mr.
Daniel Alves Ferreira
, reporting the following manifestations of ADR holders, concerning the Agenda:
For:
683,913,348;
Against
:
2,713,458; and
Abstain:
1,910,490.
|
-
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List of votes of custodian funds by HSBC, Itaú Unibanco, BNP Paribas, J.P. Morgan, Santander and Citibank.
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-
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Manifest of Petrobras Engineers Association AEPET.
|
-
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Manifest of shareholder
Romano Guido Nello Gaucho Allegro
.
|
Francisco Augusto da
Costa e Silva
Chairman of Extraordinary General Meeting
Luiz Nelson Guedes de Carvalho
Chairman of Board of Directors
Maria Teresa Pereira Lima
Representative of the Federal Government
Daniel Aleves Ferreira
Representative of the Bank of New York Mellon Depositary Receipts
Romano Guido Nello Gaucho Allegro
Shareholder
João
Gonçalves Gabriel
Secretary
3
CNPJ/MF 33.000.167/0001-01
NIRE 33300032061
Open Company
EXTRAORDINARY GENERAL SHAREHOLDER MEETING JAN/31/2017
Consolidated maps of votes related to Extraordinary General Meeting Jan/31/2017
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Resolutions
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For
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Against
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Abstain
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The drawing up of these minutes as summary was approved by the majority of the shareholders
present
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6.478.180.759
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*
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0
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0
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Proposal for approval of the sale of 100% (one hundred per cent) of the stake owned by Petrobras
in Liquigás Distribuidora S.A., to Companhia Ultragaz S.A., a wholly-owned subsidiary of Ultrapar Participações S.A..
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6.473.546.133
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2.715.264
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1.919.362
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* No objection
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: February 14, 2017
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PETRÓLEO BRASILEIRO S.APETROBRAS
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By:
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/s/ Ivan de Souza Monteiro
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Ivan de Souza Monteiro
Chief Financial
Officer and Investor Relations Officer
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