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This excerpt taken from the PBR 20-F filed May 22, 2009. Shareholders’
Meetings
Our shareholders have the power to decide on any matters related
to our corporate purposes and to pass any resolutions they deem
necessary for our protection and development, through voting at
a general shareholders’ meeting.
We convene our shareholders’ meetings by publishing a
notice in the Diário Oficial da União (Official
Gazette), Jornal do Commercio, Gazeta Mercantil and Valor
Econômico. The notice must be published no fewer than
three times, beginning at least 15 calendar days prior to the
scheduled meeting date. The notice must contain the
meeting’s agenda and, in the case of a proposed amendment
to the bylaws, an indication of the subject matter. For ADS
holders, we are required to provide notice to the ADS depositary
at least 30 calendar days prior to a shareholders’ meeting.
The board of directors or, in some specific situations set forth
in the Brazilian Corporate Law, the shareholders, call our
general shareholders’ meetings. A shareholder may be
represented at a
general shareholders’ meeting by an attorney-in-fact, so
long as the attorney-in-fact was appointed within a year of the
meeting. The attorney-in-fact must be a shareholder, a member of
our management, a lawyer or a financial institution. The
attorney-in-fact’s power of attorney must comply with
certain formalities set forth by Brazilian law.
In order for a valid action to be taken at a shareholders’
meeting, shareholders representing at least one quarter of our
issued and outstanding common shares must be present at the
meeting. However, in the case of a general meeting to amend our
bylaws, shareholders representing at least two-thirds of our
issued and outstanding common shares must be present. If no such
quorum is present, the board may call a second meeting giving at
least eight calendar days notice prior to the scheduled meeting
in accordance with the rules of publication described above. The
quorum requirements will not apply to the second meeting,
subject to the voting requirements for certain matters described
below.
This excerpt taken from the PBR 20-F filed Jun 30, 2005. Shareholders’ Meetings
Our shareholders have the power to decide on any matters related to our corporate purposes and to pass any resolutions they deem necessary for our protection and development, through voting at a general shareholders’ meeting.
We convene our shareholders’ meetings by publishing a notice in the Diário Oficial da União (Official Gazette), Jornal do Commercio, Gazeta Mercantil and Valor Econômico. The notice must be published no fewer than three times, beginning at least 15 calendar days prior to the scheduled meeting date. The notice must contain the meeting’s agenda and, in the case of a proposed amendment to the bylaws, an indication of the subject matter. For ADS holders, we are required to provide notice to the ADS depositary at least 30 calendar days prior to a shareholders’ meeting.
The board of directors or, in some specific situations set forth in the Brazilian Corporation Law, the shareholders, call our general shareholders’ meetings. A shareholder may be represented at a general shareholders’ meeting by an attorney-in-fact, so long as the attorney-in-fact was appointed within a year of the meeting. The attorney-in-fact must be a shareholder, a member of our management, a lawyer or a financial institution. The attorney-in-fact’s power of attorney must comply with certain formalities set forth by Brazilian law.
In order for a valid action to be taken at a shareholders’ meeting, shareholders representing at least one quarter of our issued and outstanding common shares must be present at the meeting. However, in the case of a general meeting to amend our bylaws, shareholders representing at least two-thirds of our issued and outstanding common shares must be present. If no such quorum is present, the board may call a second meeting giving at least eight calendar days notice prior to the scheduled meeting in accordance with the rules of publication described above. The quorum requirements will not apply to the second meeting, subject to the voting requirements for certain matters described below.
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