HRT PARTICIPAÇÕES EM PETRÓLEO S.A.
CORPORATE TAXPAYER’S ID (CNPJ/MF): 10.629.105/0001-68
COMPANY REGISTRY (NIRE): 33.3.0029084-2
PUBLICLY-HELD COMPANY
RE-RATIFICATION OF THE MINUTES OF THE BOARD OF DIRECTORS’ MEETING NO. 03/2012
HELD ON MARCH 16, 2012
1.
Date, Time and Venue: On March 16, 2012, at 11 a.m., at the headquarters of HRT
Participações em Petróleo S.A. (“HRTP” or “Company”), located at Avenida Atlântica, no. 1130, CEP
22021-000, Entrada 1, with additional entrance at Avenida Princesa Isabel, 10º andar (parte),
Copacabana, in the city and state of Rio de Janeiro.
2.
Call Notice: The call was sent by e-mail from the Chairman of HRTP’s Board of Directors to all
Board members on March 9, 2012.
3.
Attendance: On March 16, 2012, Marcio Rocha Mello, John Milne Albuquerque Forman,
Antonio Carlos Sobreira de Agostini, Carlos Thadeu de Freitas Gomes, attended the meeting at the
Company’s headquarters, and Eduardo de Freitas Teixeira, John Anderson Willott, William Lawrence
Fisher and Mathew Todd Goldsmith attended the meeting via conference call.
4.
Presiding Board: The Chairman of the Company’s Board of Directors, Marcio Rocha Melo,
presided over the meeting, and appointed John Milne Albuquerque Forman as secretary.
5.
Agenda:
(a)
(b)
6.
Approval of the minimum strategy terms for the Farm-down process of HRTP’s assets in
Namibia;
Matters of general interest to the Company.
Resolutions:
(a)
Chairman of the Board of Directors, Mr. Marcio Rocha Mello presented the proposal of
the minimum strategy terms for the farm-down process of HRTP's assets in Namibia, and
the Board members present unanimously decided to: authorize the Company’s Board of
Executive Officers to continue the process to Farm-Down HRTP's assets in Namibia, in
accordance with the proposal and documents presented to the Board of Directors, filed
at HRTP’s headquarters, and information the Company is studying with Ernst & Young
Terco regarding taxes, which play an important part in the correct conclusion of
business;
Erro! Código op desconhecido para a condição.
(b.1) The Board of Directors was informed by Board Members John Milne Albuquerque Forman
and Eduardo de Freitas Teixeira, members of the Board since its creation who consider
themselves privileged to have participated in the initial implementation and
development thereof, beginning with the initial private placement, to the IPO in 2010,
both quite successful, to the search for and negotiation of E&P assets and partners with
the best profile for each successful stage, who consider themselves successful in
performing their duties, they are resigning from their position as members of the Board
of Directors, effective as of the following Annual and Extraordinary Shareholders’
Meeting. In accordance with the terms of the Company’s Bylaws, they will hold their
positions until their substitutes are named by shareholders at an Extraordinary
Shareholders' Meeting to be held.
(b.2) By request of the Chairman of the Board of Directors, Mr. Marcio Rocha Mello presented
the Organizational Structure proposal for the HRT Group. The Board of Directors
unanimously resolved: to approve the appointment of Mr. Milton Romeu Franke,
Brazilian citizen, married, geologist, bearer of identification document 921.706 (IIPMBA), inscribed in the roll of individual taxpayers (CPF/MF) under number 018.449.97715, resident and domiciled in this city, with office at Avenida Atlântica, 1330, 10° andar,
Copacabana, as Executive Officer; Mr. Nilo Chagas de Azambuja Filho, Brazilian citizen,
married, geologist, resident and domiciled at Av. Pasteur, n.º 160, apto. 301, Urca, in the
city and state of Rio de Janeiro, bearer of identification document 1002500237 (SSP/RS),
inscribed in the roll of individual taxpayers (CPF/MF) under number 160.656.460-91,
owner of an office at Avenida Atlântica, 1330, 7° andar, Copacabana, as Executive
Officer; and Mrs. Maria Emília de Azevedo, Brazilian citizen, legally separated, business
manager, bearer of identification document 136.782-SSP/DF, inscribed in the roll of
individual taxpayers (CPF/MF) under number 023.574.611-87, resident and domiciled in
this city, with office at Avenida Atlântica, 1330, 4° andar, Copacabana, as Executive
Officer, to the positions of Subsidiary Officer, Technical Officer and Corporate
Administration Officer, respectively, in accordance with the proposal presented by the
Board of Executive Officers of HRTP, which shall remain filed at the Company’s
headquarters. The term of office of the Executive Officers elected herein will end on
May 13, 2013, together with the Company’s other Executive Officers. Board Member
Michael Stephen Vitton did not attend the meeting, but rather, sent his vote on the
matter in writing.
Thus, HRTP’s current Board of Directors is composed as follows: (i) Marcio Rocha Mello,
citizen, married, geologist, bearer of identification document 2.225-D (CREA-DF) and
inscribed in the roll of individual taxpayers (CPF/MF) under number 146.282.101-44,
resident and domiciled in this City, owner of an office at Avenida Atlântica, 1.330, 10º
andar, Copacabana, as the Chairman of the Board; (ii) Francisco Lourenço Faulhaber
Bastos-Tigre, citizen, married, economist, bearer of identification document 37.524.4372 (SSP/SP), inscribed in the roll of individual taxpayers (CPF/MF) 028.464.107-39,
resident and domiciled in this City, at Avenida Atlântica, nº 1.330, 10º andar,
Copacabana, as the Chief Financial Officer and Investor Relations Officer; (iii) Milton
Erro! Código op desconhecido para a condição.
Romeu Franke; (iv) Nilo Chagas de Azambuja Filho, and Maria Emília de Azevedo, as
described above.
7.
Closure: There being no further business to discuss, the meeting was adjourned and these
minutes were drawn up, read, approved and signed. Signatures: Srs. Marcio Rocha Mello, John Milne
Albuquerque Forman, Eduardo de Freitas Teixeira, Carlos Thadeu de Freitas Gomes, Antonio Carlos
Sobreira de Agostini, Michael Stephen Vitton, Mathew Todd Goldsmith, John Anderson Willott and
William Lawrence Fisher.
This is a free English translation of the minutes drawn up in the Company’s records.
______________________________________
Marcio Rocha Mello
______________________________________
John Milne Albuquerque Forman
Secretary of the Meeting and
Member of the Board of Directors
Secretary of the Meeting and
Member of the Board of Directors
Erro! Código op desconhecido para a condição.