Petro Rio S.A. ADR fka HRPTY

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Minutes-of-the-Board-of-Directors’-Meeting-held-on-December-20,2013

Minutes of the Board of Directors’ Meeting held on December 20, 2013

The Chairman of the Board, Mr. John Willott, duly constituted the meeting and thanked all board
members for being attended.
Mr. John Willott informed the Board members that, in attendance to the request presented to the
Company by the Board member Mr. Marcio Mello, regarding the potential competition between
the two Board members Messrs. François Moreau and Oscar Prieto and the two Fiscal Council
members Messrs. Marcello Pacheco and Edmundo Falcão, as per Article 147 of the Law 6404/76
(“Brazilian Corporate Law”), the Company received three Legal opinions from Nelson Eizirik
Advogado, Campos Mello Advogados and Barbosa, Müssnich & Aragão Advogados, which were
made available to all Board members prior to the meeting and are filed at the Company´s
headquarters.
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Mr. John Willott invited the Legal advisors Messrs. Nelson Eizirik, Cristiano Melo and Francisco
Müssnich to join the meeting, each at a time, to provide clarifications and answer Board members´
questions in connection to the Legal opinions issued by their Firms.
Mr. François Moreau stated that he doesn´t see any justification for the urgency of the meeting
and registered that the Legal opinions were delivered 3 hours before the meeting.
Mr. Wagner Peres asked the Chairman to confirm whether the conflicted member would
participate in the meeting, and asked the Secretary to register that, in the past, when the Board
discussed matters where he was conflicted, he was asked to leave the room or even to not
participate in the in camera sessions of the Board. Mr. John Willott informed that Mr. François
Moreau could stay in the call, until the time that a vote could occur.
The Board of Directors discussed the Legal opinions, which contained the conclusion that the
election of the Board members François Moreau and Oscar Prieto were irregular, not having
obtained the waiver from the shareholders to the eventual conflict. Also concluded that the
election of Fiscal Council members Messrs. Marcello Pacheco and Edmundo Falcão were null and
void.
The Legal opinions also stated that the Shareholder´s Meeting should have been informed that
Messrs. François Moreau and Oscar Prieto held positions in companies that could be considered
competitors to HRTP, occasion which the Shareholders could have decided to waive such potential
conflict. The terms of investiture executed by Messrs. François Moreau and Oscar Prieto omitted
the existence of such positions.
Regarding the Fiscal Council members, Messrs. Marcello Pacheco and Edmundo Falcão, no
information was disclosed about their positions held in companies that are or could be considered
competitors of HRTP and, in this case, the waiver of the conflict by shareholders is not even
admitted, pursuant to the Article 35, paragraph 6 of HRTP´s By-Laws.
The Board members had the opportunity to present several questions to the external legal
advisors in a democratic and extensive format which were fully answered.
Further, Mr. Elias Shikongo declared that the three Legal opinions stated pretty much the same
thing but in different ways, and proposed the following motion, seconded by Mr. Marcio Mello:
• 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.
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• 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.
In addition, Mr. Marcio Mello proposed the following motion:
• Messrs. Marcello Pacheco and Edmundo Falcão shall not have access to any document
and/or information regarding the Company and shall immediately return all Company´s
information in their possession.
• To analyze the acts performed by Messrs. Marcelo Pacheco and Edmundo Falcão and
verify the results of the decisions taken and if any adjustment is needed.
Mr. John Willott, Chairman of the Board, submitted the motions for voting and the Board
members voted as follows: Messrs. Wagner Peres, Elias Shikongo, Marcio Mello and John Willott
voted in favor and Mr. François Moreau challenged the reason of the urgency, the legality of the
Meeting and the existence of the alleged competition. Mr. Thomas Ebbern has left the call before
the beginning of the voting.
Mr. Wagner Peres questioned the legality of the vote of Mr. François Moreau considering the
existence of the conflict.
Finally, the Chairman of the Board questioned about the disclosure of the matters approved in this
Meeting, having Mr. Francisco Müssnich recommended the full disclosure, which was approved by
the majority of the members in attendance.