Petro Rio S.A. ADR fka HRPTY

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RESIGNATION_OF_THE_MAJORITY_OF_THE_HRT`S_BOARD_MEMBERS Good News IMO


MATERIAL FACT

RESIGNATION OF THE MAJORITY OF THE HRT`S BOARD MEMBERS

Rio de Janeiro, December 23, 2013 - HRT Participações em Petróleo S.A. (the "Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V: HRP) informs that, at a meeting of the Board of Directors held on December 20th, 2013, whose minutes were filed in a timely manner at the IPE system (CVM and BM&FBOVESPA), and also made available on the Company`s website, there was a resolution on the following motion by the majority of the members in attendance: "To acknowledge that the election of Messrs. Edmundo Falcão and Marcello Pacheco is null and void, and that they should cease to be members of the Fiscal Council and be considered as such; Messrs. François Moreau and Oscar Prieto should be suspended until the next Shareholder´s Meeting and shall refrain from exercising the prerogatives they would be entitled to, if they had been properly elected; To instruct the Company to seek the reimbursement of the compensation and costs, and all payments made to Messrs. Marcello Pacheco and Edmundo Falcão; To reschedule the Shareholder´s Meeting and adjust the agenda and to publish a Material Fact, given that it is in the best interest of the Company and its shareholders to allow shareholders to vote all of the relevant matters with a fully informed basis".

Additionally, HRT announces to its shareholders and the market in general that it received on December 22nd, 2013, six Letters of Resignation from independent members of the Board of Directors, namely: Messrs. Thomas W. Ebbern, Peter L. O‘Brien, Joseph P. Ash, François Moreau, Charles Laganá Putz and Oscar Prieto, addressed to the Chairman of the Board of Directors, the CEO and/or the Investor Relations Officer of the Company. Copy of these letters will be forwarded to the Brazilian Securities and Exchange Commission - CVM.

Furthermore, the Board of Officers informs that it is gathered on this date, with the support of legal advisers, to deliberate over the next steps to be adopted by the Company that will be disclosed in a timely manner to the shareholders and to the market.

Lastly, the Board of Officers emphasizes that these events do not interfere with the regular activities of HRT, especially with regard to their financial and asset management, as well as that it moves forward in its strategic and budget planning, mainly in respect of the imminent start-up of activities as the operator of the Polvo Field, in the Campos Basin, the negotiations regarding the transfer of operatorship in the Solimões Blocks and the sale of four rigs to Rosneft, in addition to the preservation of its cash position that is forecasted to exceed R$ 200 million at year end.

Click here for the Material Fact.

GLA