Petrobras (PBR)

6. Increase of Capital Stock and Incorporation of PETROQUISA shares

a) At the extraordinary general shareholders meeting held on April 3, 2006, shareholders approved the increase of capital stock for incorporation in part of net reserves in the amount of R$ 15,012 million, and the monetary correction of realized capital in the amount of R$ 339 million, increasing capital stock from R$ 32,896 million to R$ 48.248 million, without a change in the number of shares issued, which continue to be 2,536,673,672 common shares and 1,849,478,028 preferred shares, all subscribed and without nominal value.

b) At the Extraordinary General Meeting held on June 1, 2006, shareholders approved the operation for incorporating the shares of PETROQUISA by PETROBRAS, in the manner specified in the Re-ratification of the Justification Protocol of the operating for incorporating shares established between the two companies. For the implementation of the operation in relation to the exchange of shares utilized is based on the book value of both companies on the date of December 31, 2005, attributing 4,496 preferred shares issued by Petrobras for each lot of 1,000 common shares or for each lot of 1,000 preferred shares issued by Petroquisa.
Five Petroquisa`s shareholders, totaling 1.015.910 shares exercised the withdraw right within the term established (up to June, 05, 2006) and therefore they were reimbursed by the value of R$ 153,47 per thousand of shares, paid on July, 10, 2006. Thereafter, Petrobras acquired these shares for the same value, certifying the ownership transfer. Up to July, 07, 2006 none Petrobras` shareholders exercised their withdraw right.

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