Executive Officers´ Meeting

Director´s Meeting (12/02/2010): Minutes
OGX PETRÓLEO E GÁS PARTICIPAÇÕES S.A.
Corporate Taxpayers’ No.(CNPJ/MF) 07.957.093/0001-96
Company Registration (NIRE) No. 33.3.0027845-1
MINUTES OF THE BOARD OF OFFICERS MEETING NO. 41
HELD ON DECEMBER 2, 2010
I. DATE, TIME AND PLACE OF MEETING:On December 2, 2010, at 4:30 p.m. at the Company’s corporate
officers,located at the address Praia do Flamengo, 154º, 5º andar.
II. ATTENDANCE:Presence of the Board of Officers Members as listed : Paulo ManuelMendes de Mendonça, Marcelo
Faber Torres, Reinaldo José Belotti Vargasand José Roberto Penna Chaves Faveret Cavalcanti.
III. CHAIR: Chairman: Paulo Manuel Mendes de Mendonça Secretary: Lucia Regina Guimarães Motta Zalán
IV. DELIBERATIONS: Consideringthat the Annual General Shareholders and the Extraordinary ShareholdersMeetings
held on April 30, 2008, approved the basic principles settedforth in the Company Shares Purchase Option Program for
professionalswho collaborate with the Company (“Share Purchase Option Program” orsimply, “Program"), based on
which the Board of Directors shall beresponsible for detailing the rules for granting such option; Considering that the
Board of Directors´s Meeting held on August 6,2008, approved the implementation of the “Annual Share Purchase Plan
orSubscription Option Plan” in compliance with the above mentionedCompany Shares Purchase Option Program;
Considering that, incompliance with the Annual Share Purchase or Subscription Option Plan,the Board of Officers
granted the underwriting option to severaldifferent collaborators; Considering that the Company has authorizedcapital in
the amount of R$10,000,000,000.00 (ten billion reais); Itis hereby approved that 549,500 (five hundred and forty-nine
thousandand five hundred) common shares be issued, all of which are to benominative book entry shares and with no face
value, considering theexercise of the right to subscription (underwriting) granted to Companycollaborators listed in
Attachment 1, which shall remain on file at theCompany's head office, resulting in an increase in the Company'scapital in
the amount of R$3,993,886.00 (three million, nine hundredand ninety-three thousand, eight hundred and eighty-six
reais).Accordingly, (i) the Company capital will increase fromR$9,039,407,726.90 (nine billion, thirty-nine million, four
hundred andseven thousand, seven hundred and twenty-six reais and ninety cents) toR$9,043,401,612.90 (nine billion,
forty-three million, four hundred andone thousand, six hundred and twelve reais and ninety cents); and (ii)the number of
shares issued by the Company will increase from3,232,612,100 (three billion, two hundred and thirty-two million,
sixhundred and twelve thousand and one hundred) shares to 3,233,161,600(three billion, two hundred and thirty-three
million, one hundred andsixty-one thousand and six hundred) shares.
The shares issuedhere shall participate in an integral fashion, under the sameconditions as the outstanding shares and listed
shares, in terms of thedistribution of dividends and/or interest on capital that come to bedistributed by the company.
The value of the capital included inthe Company’s By-Laws shall be updated during the Company’sExtraordinary
Shareholders Meeting, to be call in the appropriate timeand date.
V. CLOSURE: At5:00 p.m., the Chairman closed the meetings, having dran up the presentMeeting Minutes, that, after
being read and in compliance with theapplicable regulations,, shall be duly signed by the Officers presentand by myself,
Lucia Regina G. M. Zalán, who served as secretary.
Rio de Janeiro, December 2, 2010.
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