Petrobras, further to the Material Fact from 10/26/2017 and to the press release from 12/15/2017, reports that the Brazilian Stock Exchange B3 authorized the company’s access to the special listing segment Level 2 of Corporate Governance.
As from today, Petrobras' shares will start being negotiated under Level 2 of Corporate Governance, the special securities trading segment of B3 which, aligned with Novo Mercado segment, demands compliance with differentiated governance regulations and the improvement of the quality of the information provided by the company.
In that sense, in order to allow the representation of preferred shareholders, it is worth mentioning the expansion of the Minority Committee attributions, that will start pre-advising shareholders in critical situations such as mergers and acquisitions and approvals of contracts between the controlling shareholder and the company, provided that those decisions are subject to approval in the shareholders' meeting.
Besides that, due to its voluntary change to Level 2, Petrobras also has a new set of regulations for public offerings; has to disclose an annual calendar of corporate events; has to assure 100% of tag along for preferred shares - in the same conditions granted to the ordinary shares; and provide for an arbitration procedure for matters arising from Level 2 regulation.
Regarding the voting rights of the preferred shares, in order to enable the change, B3 granted exceptional treatment to Petrobras, based on: (i) legal impediment provided for in Law 9.478/97 (Petroleum Law); (ii) expansion of the attributions of the Minority Committee, especially for matters in which preferred shares should have voting rights, according to Level 2; and (iii) the composition of the Board of Directors, with at least 40% of independent members.
Regarding the arbitration clause, considering the adjustments made in the Company's Bylaws, approved at the Extraordinary General Meeting held on 04/26/2018, Petrobras should keep it unchanged, except for complete alignment with the Regulation.
It should be noted that the maintenance of Petrobras in this listing segment requires that there be no alteration or violation of any of the related conditions, which details can be found in the B3 Letter available on the company's website (http://www.petrobras.com.br/ir).
Petrobras also reports that it obtained, for the second consecutive time, the maximum grade in the Governance Indicator - "IG-SEST"- prepared by the Office of Coordination and Governance of State-Owned Companies (Secretaria de Coordenação e Governança das Empresas Estatais – SEST), under the Ministry of Planning, Development and Management (Ministério de Planejamento, Desenvolvimento e Gestão - MPDG), with results gathered in its 2nd Assessment Report. The company obtained a grade 10.0 in Level 1 of governance.
These achievements reinforce Petrobras’ advances in corporate governance and ratify its commitment with the constant improvement of processes and alignment to market’s best practices.