HRT PARTICIPAÇÕES EM PETRÓLEO S.A.
CNPJ/MF CORPORATE TAXPAYER CODE N°: 10.629.105/0001-68
NIRE STATE REGISTRATION CODE N°: 33.3.0029084-2
PUBLICLY-TRADED CORPORATION
MINUTES OF THE BOARD OF DIRECTORS’ MEETING N° 14/2011
HELD ON JUNE 17, 2011
1.
Date, Time and Place: On June 17, 2011, at 12:00 p.m., at the head office of HRT África
Petróleo S.A. (“HRT África”), located at Mutual Platz Building, 5th floor, Post Street Mall, in the City of
Windhoek, Namibia.
2.
Call Notice: The meeting was called upon electronic correspondence sent to all members of
the Board of Directors of HRT Participações em Petróleo S.A. (“HRTP” or “Corporation”) on June 10,
2011, pursuant to paragraph one of article 19 of the Corporation’s By-laws.
3.
Attendance: The meeting was held at HRT África's head office and attended by Messrs.
Marcio Rocha Mello, Eduardo de Freitas Teixeira, Michael Stephen Vitton, Mathew Todd Goldsmith,
John Anderson Willott and William Lawrence Fisher, and also, via conference call, by Messrs. John
Milne Albuquerque Forman and Antonio Carlos Sobreira de Agostini. Messrs. Nelson Narciso Filho,
Martin Thomas Davis, Milton Romeu Franke, Wagner Peres, Nilo Chagas de Azambuja Filho, Antonio
Catto, Katti Knowledge, Kevin Broger and Saulo Wanderley Filho participated in the meeting as
guests.
4.
Chair: The Chairman of the Corporation’s Board of Directors, Mr. Marcio Rocha Mello, took
over the chairmanship of the meeting, and invited Mr. Nelson Narciso Filho to act as secretary to the
Meeting.
5.
Agenda:
(a)
Approval of the 5 (five) years’ Plan and Budget for the Solimões Basin;
(b)
Amendment to the Agenda of the Extraordinary Shareholders’ Meeting convened for
August 22, 2011;
(c)
Proposal for granting stock as bonus based on HRTP Incentive Plans approved by the
Extraordinary Shareholders' Meeting held on April 27, 2011 and by the Board of
Directors at the meeting held on June 15, 2011; and
(d)
Blue Barrel Concept
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6.
Resolutions:
(a)
The Corporation's Planning Officer, Mr. Milton Romeu Franke, provided clarifications on
the 5 (five) years’ Plan and Budget for the Solimões Basin. Having been put to vote, the
matter was unanimously approved by the Directors.
(b)
The Board of Directors approved the amendment to the Agenda of the Extraordinary
Shareholders’ Meeting to be convened for August 22, 2011, at 11:00 a.m., which shall
comprise the following matters, among which items (i), (ii) and (iii), whose inclusion was
approved by the Board of Directors at the June 15, 2011 meeting:
(i) To check the subscription to 539 (five hundred and thirty-nine) new common, bookentry shares without par value, at the issue price of R$1,950.00 (one thousand, nine
hundred and fifty Brazilian Reals) per share, within the scope of the Corporation’s capital
stock increase approved at the Corporation’s Extraordinary Shareholders’ Meeting held
on April 19, 2011 (“Capital Increase”);
(ii) To homologate, partially, said Capital Increase, considering the subscription, within
the scope of the Capital Increase, to the number of shares greater than the minimum
amount and lower than the maximum amount, both approved at the April 19, 2011
Extraordinary Shareholders' Meeting;
(iii) To amend art. 5 of the Corporation’s By-laws in order to provide for the new capital
stock resulting from the Capital Increase and from the exercise of the stock options and
subscription bonuses;
(iv) To ratify the amendment to § 1 of art. 5 of the Corporation’s By-laws, approved at
the May 9, 2011 Extraordinary Shareholders' Meeting in order to appoint the alternates
in the event of absences and temporary impediments of the Corporation's Officers;
(v) To amend art. 29 of the By-laws to redefine the Corporate Affairs Officer’s duties;
(vi) To amend art. 30 of the By-laws to redefine the Financial Officer’s duties; and
(vii) To amend § 1 of art. 7, the title of Chapter VII, articles 44, 52, 53 and 54, as well as
§1 of art. 57 of the Corporation’s By-laws, in order to adjust the Corporation’s By-laws to
the new provisions of the Novo Mercado Rules adopted by BM&FBOVESPA S.A. – Bolsa
de Valores, Mercadorias e Futuros.
The directors resolved that the text of the articles to be amended pursuant to items (v),
(vi) and (vii) above shall be submitted to the Board of Directors' approval at a meeting to
be convened for such purpose, in order to be analyzed by the Shareholders' Meeting.
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(c)
The concession, to the Independent Director Carlos Thadeu de Freitas Gomes, of a longterm incentive representing 1,000 (one thousand) shares of HRTP was unanimously
approved by the members in attendance, under the terms of the Incentive Plan to
Attract and Retain Strategic Staff Members approved by the Extraordinary Shareholders’
Meeting held on April 27, 2011.
(d)
Mr. Marcio Mello offered clarifications on the Blue Barrel Concept, and all Directors in
attendance deemed it to be an excellent initiative of the Corporation's executives, which
will have a positive impact on the activities in Namibia. The Director John Milne
Albuquerque Forman informed that the initiative was taken by the Chief Executive
Officer and Chairman of the Corporation’s Board of Directors, Mr. Marcio Rocha Mello.
(e)
Mr. Marcio Mello proposed that the Corporation offer support for the Foundation, in
Namibia, of the Father of the Nation, Mr. Sam Nujoma, in order to contribute to the
education and training of young Namibians in the Petroleum and Gas Sector in Brazil, be
it in universities or in internships of the Corporation itself. For such purpose, N$ 7 million
shall be allocated in the coming years. The proposal was approved by all the members in
attendance.
(f)
The Board of Directors examined the Operating Plan already developed by HRTP in
Namibia and ratified the Operating Plan to be carried out in the coming years.
After all matters were discussed and resolved, Mr. Carlos Thadeu de Freitas Gomes participated in
the meeting via conference call, and informed that it was not possible to attend it.
7.
Adjournment: Having no further business to discuss, the directors adjourned the Meeting,
whose minutes were drawn up, read, accepted and signed. Signed: Messrs. Marcio Rocha Mello,
Nelson Narciso Filho, John Milne Albuquerque Forman, Eduardo de Freitas Teixeira, Antonio Carlos
Sobreira de Agostini, Michael Stephen Vitton, Mathew Todd Goldsmith, John Anderson Willott and
William Lawrence Fisher.
I hereby certify that this is a faithful copy of the original minutes drawn up in the proper book.
______________________________________ ______________________________________
Marcio Rocha Mello.
Nelson Narciso Filho
Meeting Chairman and
Meeting Secretary
Chairman of the Board of Directors
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