Minutes of the Board of Directors` Meeting held on August 7, 2012

HRT PARTICIPAÇÕES EM PETRÓLEO S.A.
CORPORATE TAXPAYER REGISTRY (CNPJ/MF): 10.629.105/0001-68
COMPANY REGISTRY (NIRE): 33.3.0029084-2
PUBLICLY-HELD COMPANY
MINUTES OF BOARD OF DIRECTORS’ MEETING NO. 06/2012
HELD ON AUGUST 7, 2012
1. Date, Time and Venue: On August 7th, 2012, at 10:00 a.m., at the headquarters of HRT
Participações em Petróleo S.A. (“HRTP” or “Company”), located at Avenida Atlântica, 1130, Entrada
1, with additional entrance on Avenida Princesa Isabel, 10º andar (parte), CEP 22021-000,
Copacabana, in the city and state of Rio de Janeiro.
2.
Call Notice: The call notice was sent via e-mail by the Chairman of HRTP’s Board of Directors
to all Board members on July 31, 2012.
3.
Attendance: Marcio Rocha Mello, John Milne Albuquerque Forman, Antonio Carlos Sobreira
de Agostini, Eduardo de Freitas Teixeira, Carlos Thadeu de Freitas Gomes and John Anderson Willott
were present in person, while William Lawrence Fisher, Michael Stephen Vitton and Mathew Todd
Goldsmith participated via conference call.
4. Presiding Board: The Chairman of the Board of Directors, Marcio Rocha Mello, presided over the
meeting and invited John Milne Albuquerque Forman to act as secretary.
5.
Agenda:
(a)
(b)
(c)
(d)
(e)
To approve the audited Quarterly Financial Information and the accompanying Notes to
the Financial Statements (“ITR”) for the second quarter of 2012;
HRT Africa – Casing – Sumitomo – HRTP Letter of Guarantee;
Rescission - HRT Africa and Cowan;
Financial Operation with Citibank S.A.;
Matters of general interest to the Company.
Erro! Código op desconhecido para a condição.
6.
Resolutions:
(a)
(a.1) The Board of Directors was made aware of the fact that HRTP’s Board of Executive
Officers and the Company’s Audit Committee, at the meetings held on July 23 and 31,
2012, respectively, approved the audited Quarterly Financial Information and the
accompanying Notes to the Financial Statements (“ITR”) for the second quarter of 2012.
After being put to a vote, the matter was approved by the Board members;
(b)
(a.2) The Chairman of the Board of Directors, Mr. Marcio Rocha Mello, proposed the
approval of the corporate guarantee in favor of Sumitomo, provider of drilling
equipment in Namibia, in the amount of six million, two hundred thousand U.S. dollars
(US$6,200,000). After being put to a vote, the matter was approved by the Board
members;
(c)
The Board of Directors was made aware of the execution of the Rescission of the
Commitment Term entered into between HRT Africa and Cowan, related to the
acquisition of two blocks in Namibia. Mr. Marcio Rocha Mello clarified that the final
agreement was not executed and HRT Africa has not carried out any of the obligations
set forth in the Commitment Term. Hence, this negotiation process was unsuccessful;
(d)
The Board of Directors was made aware of the financial operation conducted by HRTP
with Citibank S.A.;
(e.1) The Chairman of the Board of Directors, Mr. Marcio Rocha Mello, presented information
regarding the agreement to be entered into between IPEX - Integrated Petroleum
Expertise Ltda. (“IPEX”) and HRT Africa Petróleo S.A. (“HRT Africa”). The matter was
voted and approved by the Board members;
(e.2) The Board members listened to Marcio Rocha Mello’s presentation on the progress of the
Solimões and Namibia Projects;
(e.3) Board member John Milne Albuquerque Forman proposed that henceforth the
negotiations referring to the Farm-Down process of HRTP assets in Namibia should be
conducted by HRTP’s CEO, Mr. Marcio Rocha Mello. The matter was voted and approved
by the Board members;
(e.4)
Proceeding with the restructuring of Grupo HRT, the Company’s Board of Directors
resolved to unify the Financial Departments of HRTP and HRT O&G Exploração e
Produção de Petróleo Ltda. (“HRTO&G”). Thus, Mr. Francisco Lourenço Faulhaber
Bastos-Tigre was released of his current position as HRTP’s Chief Financial and Investor
Relations Officer. Henceforth, Mr. Carlos Tersandro Fonseca Adeodato will be
responsible for the Financial departments of both HRTO&G and HRTP, as well as for the
Company’s Investor Relations Department. The Chairman of the Board of Directors, Mr.
Marcio Rocha Mello, appointed Mr. John Anderson Willott as chairman of an
independent committee of the Board of Directors responsible for selecting potential
Erro! Código op desconhecido para a condição.
nominees to the above mentioned positions. After voting, these matters were approved
by the board members.
7.
Closure: There being no further business to discuss, the meeting was adjourned and these
Minutes were drawn up, read, approved and signed. Signatures: Messrs. Marcio Rocha Mello, John
Milne Albuquerque Forman, Eduardo de Freitas Teixeira, Antonio Carlos Sobreira de Agostini, Carlos
Thadeu de Freitas Gomes, John Anderson Willott, William Lawrence Fisher, Michael Stephen Vitton
and Mathew Todd Goldsmith.
This is a free English translation of the Minutes drawn up in the Company’s records.
______________________________________
Marcio Rocha Mello
Chairman of the Meeting and
Chairman of the Board of Directors
Erro! Código op desconhecido para a condição.
______________________________________
John Milne Albuquerque Forman
Secretary of the Meeting and
Member of the Board of Directors