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HRT Participações em Petróleo SA
CNPJ / MF : 10.629.105/0001-68
NIRE : 33.3.0029084-2
HELD COMPANY
MINUTES OF THE BOARD OF DIRECTORS No. 14/2013
HELD ON DECEMBER 10 , 2013
1. Date , Time and Place : After 10 days of December 2013 , at 13:00 hours , at the registered office
HRT Participações em Petróleo SA ( " HRTP " or the "Company " ) , on Avenida Atlântica , 1130,
Input 1 , with additional entrance at Avenida Princesa Isabel , 10th floor , part Copacabana in
City of Rio de Janeiro , State of Rio de Janeiro , CEP 22021-000 .
2 . Call: The call was made by electronic correspondence sent by
Mr. John Anderson Willott , Chairman of the Board of Directors , HRTP , all members
the Board of Directors on December 6, 2013 .
3 . Attendance: Most members of the Board attended the meeting : The
Mr John Anderson Willott , Thomas W. Ebbern , Peter L. O'Brien , Elia Ndevanjema Shikongo , Joseph
P. Ash and Elias Wagner Peres participated via teleconference . Messrs. François Moreau , Marcio Rocha
Mello and Charles Putz Laganá were present at the Company's headquarters . Also participated as
invited Messrs. Milton Franke , CEO, Ricardo Bottas , CFO and
Investor Relations , José Carlos Pedrosa , Financial Executive Manager , Jaume Verges ,
Human Resources Manager and Katia Barbosa , Specialist Insurance .
4 . Chair: Chair: Mr John Anderson Willott , Secretary of the table : Mrs. Priscilla
Sarandy Domingues .
5 . Agenda:
( a) Budget HRTP 2014, including goals of the Company ;
( b ) guarantee Field Octopus ;
( c ) Terms of the D & O insurance HRTP 2014 ;
( d ) Ratification of grant of corporate guarantee related to the ANP Concession Octopus ;
( e) Agenda of the Extraordinary General Meeting and Documents for Canadians
Extraordinary General Meeting , Management Information Circular and nominees Voting
Proxy Card , and
( f ) Other matters of general interest .
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6 . resolutions:
The Chairman, Mr. John Willott , opened the meeting and thanked the presence of all
members of the Board of Directors present .
( a) The Company's Directors presented the Budget HRTP for 2014 , including
Company's goals. After session of questions and answers and considerations of the directors , the
Board of Directors unanimously approved Scenario 1 as 2014 Budget . The
Board also decided to carry out specific revisions in 2014 budget
during the first half of 2014 .
( b ) Mr. Milton Franke presented updates to transaction Octopus and members of
Board of Directors present unanimously approved the execution of warranty
corporate by HRTP , parent company to its subsidiary HRT O & G Exploration and
Production Petróleo Ltda . ( " HRT O & G " ) in the amount not exceeding USD 112,000,000 (one hundred and
twelve million dollars ) in favor of Prosafe Production BV , PPB Brazil 's Maritime Services
Ltda . , And Prosafe Production Services Pte . Ltd.
( c ) Mr. Ricardo Bottas Mrs. Katia Barbosa invited to attend the meeting and she
presented to the Board for approval the new insurance policy ( D & O ) for
2013-2014 , according to the available documents and previamentes filed at headquarters
Company . After a question and answer session , the Board adopted, by
unanimously matter .
( d ) Mr. Milton Franke presented for the Board 's proposal to
ratify the granting of a guarantee by HRTP its subsidiary HRT O & G. The Board of Directors
unanimously approved the ratification of the Performance Guarantee by HRTP HRT O & G ,
according to Annex XVII of the Proclamation of the 11th round , and previously submitted as required by the ANP -
National Agency of Petroleum , Natural Gas and Biofuels signed by HRTP under
acquisition of 60 % interest in the exploration license Field Octopus and presented to the
ANP .
( e) The Board of Directors discussed the materials of the General Assembly
Extraordinary and decided to change the agenda of the Assembly , in order to: ( i ) add a new item to
approve the relocation of the total annual compensation of HRT 2013 with a new limit , and ( ii ) to
remove the agenda items ( iv ) and (v ) related to the Option Plan . Additionally, the
Board of Directors decided to amend the Management Proposal and documents
Canadians to reflect the decisions taken .
( f ) Mr. Ricardo Bottas presented to the Board of Directors to approve the proposal
capital increase in the Company's subsidiaries . Members of the Board of Directors
present unanimously approved the capital increase of the subsidiary HRT Africa, amounting to
R $ 165,000,000.00 (one hundred sixty -five million reais) by its direct subsidiary HRT O & G and
subsequently , its indirect subsidiaries .
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7 . Conclusion: With no further business to discuss, the meeting was adjourned , the minutes of which this
was drawn up by the Secretary of the table. Signatures: John Anderson Willott , Chairman of the
Directors and Chair of the Meeting ; Sarandy Priscila Domingues , Secretary , Thomas W. Ebbern ,
Peter L. O'Brien , Elia Ndevanjema Shikongo , Joseph P. Ash , Elias Wagner Peres , François Moreau ,
Marcio Rocha Mello and Charles Laganá Putz .
______________________________________
John Anderson Willott
Chairman and
Chair of the Meeting
______________________________________
Priscila Domingues Sarandy
desk
______________________________________
Thomas W. Ebbern
counselor
______________________________________
Peter L. O'Brien
counselor
______________________________________
Charles Putz Laganá
counselor
______________________________________
François Moreau
counselor
______________________________________
Elia Shikongo Ndevanjema
counselor
______________________________________
Elias Wagner Peres
counselor
______________________________________
Marcio Rocha Mello
counselor
______________________________________
Joseph P. Ash
counselor