Pursuant to Rule 13a-16 or 15d-16 of the
20031-912 - Rio de Janeiro, RJ
Federative Republic of Brazil
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No___X____
This report on Form 6-K is incorporated by reference in the Registration
Statement on Form F-3 of Petróleo Brasileiro -- Petrobras (No. 333-163665).
Call for Meeting
The Board of Directors of Petróleo Brasileiro S.A. – Petrobras hereby calls the Company’s shareholders to attend to the Extraordinary General Meeting to be held on January 27, 2012 at 03:00 pm, in the auditorium of the Company’s headquarters, at Avenida República do Chile 65, 1st floor, in the city of Rio de Janeiro (RJ), in order to deliberate on the following matters:
I. Partial split of BRK Investimentos Petroquímicos S.A. - BRK and the spun off portion of PETROBRAS to:
(1) Confirm the contracting of APSIS Consultoria e Avaliações Ltda., by BRK, for the assessment of net assets relative to the spun off portions to be converted to PETROBRAS, according to net equity assessment report, using Base-Date of September 30, 2011, according to the provisions of paragraph 1 of article 227 c/c paragraph 3 of article 229 of Law 6.404, of December 15, 1976;
(2) Approve the Assessment Report prepared by APSIS Consultoria e Avaliações Ltda. at book value for assessment of BRK’s net assets;
(3) Approve the Protocol and Justification of split-off of BRK and spun off portion of PETROBRAS, pro rata to its ownership, executed on December 22, 2011;
(4) Approve the partial split operation of BRK and the spun off portion of PETROBRAS, without increasing its share capital;
II. Acquisition of Petrobras Química S.A. – PETROQUISA by PETROBRAS to.
(1) Confirm the contracting of APSIS Consultoria e Avaliações Ltda. by PETROBRAS for the development of accounting assessment report of PETROQUISA’s net equity to be transferred to PETROBRAS, using Base-Date of September 30, 2011, as provided for in paragraph 1 of article 227 of Law 6.404, of December 15, 1976;
(2) Approve the Assessment Report prepared by APSIS Consultoria e Avaliações Ltda., at book value, for the assessment of PETROQUISA’s net equity;
(3) Approve the Protocol and Justification of acquisition operation of PETROQUISA by PETROBRAS, with full transfer of PETROQUISA net equity to PETROBRAS, executed on December 22, 2011;
(4) Approve the acquisition operation of PETROQUISA by PETROBRAS, with full transfer of PETROQUISA’s net equity to PETROBRAS, without increasing its share capital;
The operations have the purposes of reorganizing PETROBRAS’ investment portfolio of PETROBRAS in the petrochemical sector, in order to minimize costs, simplify ownership breakdown, promote the integration between activities in the sector and cause the investments governance in companies of the sector to be more objective, as previously stated by means of Material Facts disclosed on December 22, 2011.
The shareholder intending to be represented in the referred Meeting must comply with the provisions of article 126, paragraph 1, in Act no. 6.404 of December 15, 1976 and article 13 of Petrobras’ By-Laws, by submitting at the time, or preferably, submitting power of attorney with special powers at the room 2202-B (Shareholder Assistance) at the headquarters’ building until 03:00 pm of January 25, 2012.
In addition to that, the shareholders may also choose to vote the matters included in this Notice by means of the public request of a power of attorney, as provided for in CVM (Securities Exchange Commission) Instruction no. 481, of December 17, 2009.
The receiving of electronic power of attorneys shall be performed by platform Assembleias Online (Online Meetings) at the website www.assembleiasonline.com.br. For this purpose it is necessary that the shareholders register their data on this platform.
It is available for all the shareholders in room 2202-B (Shareholder Assistance) at the headquarters’ building, and in the electronic addresses of the Company (http://www.petrobras.com.br/ri) and CVM (Securities Exchange Commission) (http://www.cvm.gov.br), all documentation relative to the matters to be discussed in this Extraordinary General Meeting, according to the provisions of Act 6.404, of December 15, 1976 and CVM Instruction no. 481 of December 17, 2009.
Rio de Janeiro, December 22, 2011.
Guido Mantega
Chairman of the Board of Directors
|
PETRÓLEO BRASILEIRO S.A--PETROBRAS | ||
|
By: |
/S/ Almir Guilherme Barbassa
|
|
|
Almir Guilherme Barbassa
Chief Financial Officer and Investor Relations Officer |
||
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act) that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results o f operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.