Board of Directors meeting (08/12/2010): Minutes OGX PETRÓLEO

Board of Directors meeting (08/12/2010): Minutes
OGX PETRÓLEO E GÁS PARTICIPAÇÕES S.A.
CNPJ/MF: 07.957.093/0001-96
NIRE: 33.3.0027845-1
(Publicly-Held Company)
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON AUGUST 12, 2010
I. DATE, TIME AND PLACE: On August 12, 2010, at 4:00 p.m., at the Head Office of OGX Petróleo eGás
Participações S.A. (“Company”), located at Praia do Flamengo, nº154, 5th floor, Flamengo, Rio de Janeiro/RJ,
22.210-030.
II. CALL: In accordance with the Company’s By-Laws and the applicable legislation.
III. ATTENDANCE: Presence of the members of the Company’s Board of Directors indicated at the end of the present
minutes.
IV. CHAIR:After due verification of the presence of the majority of Directors,Mr. Eike Fuhrken Batista undertook the
chairmanship of works andappointed Ms. Bruna Elisa Baroni to be the secretary of the meeting.
V. AGENDA: To deliberate on: (i) In accordance with the Bylaws of the Company, theconvening of the Extraordinary
Shareholders Meeting to deliberate onmatters of interest to the Company and (ii) the approval of theexecution of the
Contract of Guarantee and Indemnity between theCompany and OSX 1 Leasing BV, and of the Contract for the
Assignment of Guarantee Insurance between OGX Petróleo e Gás Ltda. and DVB GroupMerchant Bank (Asia) Ltd.
VI. DELIBERATIONS: After careful analysis of the Agenda, the Company’s Board of Directors unanimously and
without reservations decided to:
(i) According to the Company’s By-Laws, approve the convening of the Extraordinary General Meeting to deliberate on
the:
(a) Authorization of the performance of acts necessary for the partialspin-off of OGX Ltda. ("Partial Spin-off") with a
transfer of seventypercent (70%) of assets, liabilities, rights and obligations relatingto assignment agreements of the
Exploration Blocks BM-C-37, BM-C-38, BMC-39 , BM-C-40, BM-C-41, BM-C-42 and BM-C-43 for OGX Campos
Petróleo e Gás S.A. (“OGX Campos”), whose total share capital is owned, directlyor indirectly, by the Company;
spin-off that is conditional upon theapproval by ANP, the National Oil, Natural Gas and Biofuels RegulatoryAgency
(“ANP”);
(b) Amendment to Article 5 of the Company’sBy-Laws and its subsequent consolidation in view of the recent issuanceof
shares by the Company’s Management, which result from the exercise of subscription options of shares granted by the
Company to itscollaborators, within the scope of the Subscription Option orSubscription of Shares Program approved by
the General Meeting on April30, 2008;
(c) Amendment to Article 14 of the Company’s By-Lawsand its subsequent consolidation to adjust the names and
functions ofthe Company’s Board of Directors to its current setup; and
(d) Election of EDUARDO KARRER, PAULO MONTEIRO BARBOSA FILHO and LUIZEDUARDO
GUIMARÃES CARNEIRO for the positions of Members of theCompany’s Board of Directors.
(ii) Approval of the execution of the following contracts, according to what is set out in Article 13 of the Company’s
By-Laws:
(a) Contract of Guarantee and Indemnity between the Company and OSX 1Leasing BV, whose subject matter is the
provision of guarantees to theobligations assumed by OGX Petróleo e Gás Ltda. with OSX 1 Leasing BVin the Charter
Contract of FPSO OSX 1; and
(b) Contract forthe Assignment of Guarantee Insurance between OGX Petróleo e Gás Ltda.and DVB Group Merchant
Bank (Asia) Ltd., whose subject matter is theassignment to the agent bank DVB Group Merchant Bank (Asia) Ltd. of the
guarante e insurance contracted by OGX Petróleo e Gás Ltda., in theevent of a claim in the FPSO OSX 1 during the period
in which the unitis in possession of OGX Petróleo and Gás Ltda.
VII. CLOSURE: At6:00 p.m., as there was nothing else to be dealt with, these minuteswere drafted, read, approved and
signed by all attendees, the Chairmanand the Secretary in the
proper books.
VIII. SIGNATURES: Chair:Chairman: Mr. Eike Fuhrken Batista; Secretary: Ms. Bruna Elisa Baroni.Attending members
of the Board of Directors: Eike Fuhrken Batista,Eliezer Batista da Silva; Paulo Carvalho de Gouvêa; Rodolfo
Riechert;Pedro Sampaio Malan; Rodolpho Tourinho Neto; Claudio Thomaz Lobo Sonderand Raphael Hermeto de
Almeida Magalhães. - I hereby certify that this document is a faithful copy of the Minutes of the Meeting of the Boardof
Directors of OGX Petróleo e Gás Participações S.A., held on August12, 2010, drafted and signed in the appropriate book.
Rio de Janeiro, August 12, 2010.
OGXRi.com.br S.A - Copyright © - All rights reserved
Telefone: 1234567 E-mail: [email protected]