(Petrobras, 23.Oct.2023) — Petrobras informs that its Board of Directors has approved, by majority vote, the submission of a proposal to revise its Bylaws to the Extraordinary General Meeting (EGM), to be convened in due course.
The objectives of the revision of Petrobras’ Bylaws are to create a capital remuneration reserve; to make explicit the prohibition of D&O insurance coverage for the company’s managers in cases of acts of willful misconduct or serious fault; to exclude prohibitions for the appointment of managers provided for in Law 13.303/2016 considered unconstitutional by means of Incidental Provisional Guardianship in Direct Action of Unconstitutionality 7. 331-DF, underway before the Federal Supreme Court, as well as making it clear that, for appointment to management positions, the company will only consider hypotheses of formal conflict of interest in the cases expressly provided for by law; establishing that the company’s Shareholders’ Meetings may only be held partially digitally, with shareholders being assured the right to participate in person; aligning statutory provisions with current legislation and making other editorial adjustments.
The Board also approved a revision of the Policy for the Appointment of Members of Senior Management and the Fiscal Council, subject to the approval of the statutory revision corresponding to this issue by the EGM.
The company also clarifies that the Shareholder Remuneration Policy remains in force. The purpose of the reserve to be created by the EGM, if the management proposal is approved, will be to allow Petrobras’ management to evaluate and submit for approval by the shareholders at the AGM the constitution of a reserve to ensure resources for the payment of dividends, interest on equity, their anticipation, share buybacks authorized by law, absorption of losses and, as a remaining purpose, incorporation into the share capital. Based on the statutory provision to be decided at the EGM, the effective constitution of the reserve by the AGM at the end of the financial year can only take place after the payment of dividends in accordance with the Shareholders’ Remuneration Policy.
The Shareholder Remuneration Policy is available on the company’s Investor Relations website.