ENGLISH FREE TRANSLATION HRT PARTICIPAÇÕES EM

ENGLISH FREE TRANSLATION
HRT PARTICIPAÇÕES EM PETRÓLEO S.A.
CNPJ/MF: 10.629.105/0001-68
NIRE: 33.3.0029084-2
PUBLICLY-HELD COMPANY
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
PUBL. Nº 14/2014
HELD ON DECEMBER 16, 2014
1.
Date, Time and Venue: On December 16, 2014, at 2 p.m. (Brasília Time), at
the headquarters of HRT Participações em Petróleo S.A. (“HRTP” or “Company”), at
Praia de Botafogo, nº 370, 1st floor (part), CEP 22250-040, in the City of Rio de
Janeiro, State of Rio de Janeiro.
2.
Call Notice: The call notice was sent via e-mail to all members of the Board
of Directors by Mr Hélio Costa, Chairman of the Board of Directors, on November 18,
2014.
3.
Attendance: The totality of the members of the Board of Directors
participated at the meeting: Messrs Hélio Costa, Vinícius do Nascimento Carrasco,
Haroldo Borges Rodrigues Lima, Pedro Grossi Junior, Ronaldo Carvalho da Silva
attended at the Company`s headquarters and Messrs. William Connel Steers and Elias
N. Shikongo attended via conference call.
4.
Presiding: President of the meeting: Mr Hélio Costa, and Secretary of the
meeting: Ms Priscila Sarandy Domingues.
5.
Agenda:
(a) To take notice of the result of the private placement relating to the first
issuance of debentures convertible into subordinated shares of the
Company, in a single series (“Debentures”), in the total amount of up to
ninety million Reais (R$90,000,000.00) (“Issuance”), for purposes of
cancelation of non-subscribed Debentures, pursuant to the Indenture; and
to authorize the Executive Board of Officers to execute, together with the
Trustee, an amendment to the Indenture for perfection of the amount of
Debentures effectively placed in accordance with the provisions of the
Indenture.
While every effort has been made for accuracy in the translation, this is a free translation and it is only meant to give a general
idea of the document. This document was translated at the head office of HRT by Cláudia Camargo in August, 2014.
6.
Resolutions:
The Chairman of the Board of Directors, Mr Hélio Costa, duly constituted the
meeting and thanked all for their attendance, read the agenda of the meeting and
presented the item of the agenda.
(a) The Directors unanimously resolved:
(i)
to approve the cancellation of 140,376 (one hundred and forty thousand
three hundred seventy six) Debentures not subscribed in the scope of the Issue,
with the consequent termination of the private placement of the Debentures;
and
(ii)
to authorize the Executive Board of Officers to execute, together with the
Trustee, an amendment to the Indenture for perfection of the amount of
Debentures effectively placed which, after the term for exercise of the
preemptive right and the apportionments of Remainders, totaled 4,359,624 (four
million three hundred fifty nine thousand six hundred and twenty four)
Debentures, in the amount of R$ 87,192,480.00 (eighty seven million one
hundred ninety two thousand four hundred eighty Reais).
7.
Adjournment: There being no further matters to discuss, the meeting was
adjourned and these Minutes were drawn up by the Secretary of the meeting.
Signatures: Hélio Costa, Chairman, Priscila Sarandy Domingues, Secretary, Vinícius
do Nascimento Carrasco, Haroldo Borges Rodrigues Lima, Pedro Grossi Junior,
Ronaldo Carvalho da Silva, William Connel Steers and Elias N. Shikongo.
_________________________________
Hélio Costa
Chairman of the Board of Directors and
President of the Meeting
_________________________________
Priscila Sarandy Domingues
Secretary of the Meeting
__________________________________
Vinícius do Nascimento Carrasco
Member of the Board of Directors
_________________________________
Haroldo Borges Rodrigues Lima
Member of the Board of Directors
__________________________________
Pedro Grossi Junior
Member of the Board of Directors
_________________________________
Ronaldo Carvalho da Silva
Member of the Board of Directors
__________________________________
William Connel Steers
Member of the Board of Directors
_______________________________
Elias N. Shikongo
Member of the Board of Directors
While every effort has been made for accuracy in the translation, this is a free translation and it is only meant to give a general
idea of the document. This document was translated at the head office of HRT by Cláudia Camargo in August, 2014.