Petrobras, in compliance with the provision set forth in CVM Instruction 358/02, announces that its Board of Directors, in a meeting held today, has approved the following merger proposals, which will be voted by shareholders in a Special Meeting to be convened at the appropriate time:
1. Merger of the spun off portion of Petrobras International Finance Company (“PIFCo”) into Petrobras
PIFCo is a wholly-owned subsidiary of Petrobras domiciled in Luxembourg, which has facilitated the sale of oil and oil products and acted as a capital-raising vehicle for Petrobras overseas. Successive changes to Brazilian tax legislation prompted the discontinuance of PIFCo´s activities.
The partial spin-off of certain assets and liabilities of PIFCo, with the subsequent merger of the spun off portion into Petrobras, is intended to transfer the assets and liabilities related to PIFCo’s commercial activities to Petrobras.
PIFCo’s remaining assets and liabilities, related to capital-raising activities and loan transactions with companies in the Petrobras Group, will subsequently be merged into Petrobras Global Finance B.V. – PGF, resulting in the dissolution of PIFCo.
That merger will not affect the guarantees and commitments undertaken by Petrobras regarding the bonds previously issued by PIFCo, and those bonds will continue to be unconditionally and irrevocably guaranteed by Petrobras.
2. Merger of Companhia de Recuperação Secundaria (“CRSec”)
CRSec was formed with the specific purpose of operating in the financial structuring of the Secondary Recovery Project for Pargo, Congro, Garoupa, Cherne and Carapeba Fields, located in Campos Basin. After liquidating all contractual obligations, Petrobras exercised the call option of all of CRSec shares. The merging process allows for the adequate return of CRSec assets to Petrobras.
Both mergers seek to simplify and streamline the corporate structure of the Petrobras Group and reduce costs.
Since the mergers involve wholly-owned subsidiaries, Petrobras’ capital will not increase and no new shares will be issued. Shares representing the capital of these subsidiaries will be extinguished and the necessary accounting records will be made at Petrobras.
