Petro Rio S.A. HRTPF

AGM-management proposal 04/30/2015- Relevant parts

[Rzbern]

On the website of HRT-Petrorio

COMMON SHAREHOLDERS PARTICIPATION
BRIDGE TRUST 5.700.00 19.16%
JG PETROCHEM HOLDINGS LTD. 2,097,621 7.05%
STRATEGIC PARTNERS AVENTTI 1,906,190 6.41%
MORGAN STANLEY 1685820 5.67%
OTHER SHAREHOLDERS 18,748,449 61.71%
TOTAL 29,748,449 100.00%


In the available material for the AGM 30/04/2015 page 6 - where's the JG?

Shareholders Common Share
Bridge Trust 6,130,600 20.61%
Aventti Strategic Partners 2,159,690 7.26%
Morgan Stanley 1,714,453 5.76%
Goldman Sachs Swap 1,553,311 5.22%
Other Shareholders 18,190,395 61.15%
Total 29,748,449 100.00%

I am not remember seeing any input statement from Goldman Sachs and output JG PETROCHEM HOLDINGS LTD.

(Page 7) So recognize debts? They did not say that the company had no debts?

"For development of our projects, as the need arises investments or to increase our portfolio, we analyze the possibility of increasing the Company's leverage by issuing new debt if they present themselves in structure and cost efficient"

(Page 7 and 8) The risk of debentures remains mainly option (ii).

The debentures may be converted into shares at the sole discretion of the debenture holders, from 24 October 2015 until the date of maturity of the debentures. The number of shares to be delivered to the debenture holders on the date of conversion of the debentures will be the result of dividing the par value of the debentures and the lesser of: (i) the weighted average of the daily volume, closing price of the shares within ten (10) trading sessions on BM & FBOVESPA preceding the day October 27, 2014, applying a 25% discount; or. (ii) the weighted average of the daily volume, closing price of the shares in the last 10 trading sessions on the BM & FBOVESPA prior to receipt of the conversion request by applying a discount of 25%, thus giving a conversion price


(Page 8) - liabilities

On December 31, 2014, total current liabilities, including suppliers, labor obligations, taxes, among others, was R $ 168,321 thousand, representing about 15.9% compared to total liabilities, compared to 12, 4% on December 31, 2013, while our cash totaled R $ 448.946 million on the same date. On December 31, 2013, total current liabilities, including suppliers, labor obligations, taxes, among others, was R $ 223,804 thousand, representing about 12.4% compared to total liabilities, compared to 3, 9% at December 31, 2012, while cash equivalents totaled US $ 427.54 million at the same date.


(Page 9) - debt

On December 31, 2014, the Company had loan of US $ 87.568 million, all allocated in the long term, contracted through the issuance of convertible debentures. The net proceeds of the issuance of debentures are intended for: (i) the development of oil reserves, through investments in existing production field and those that may be acquired; and (ii) the acquisition of new assets related to the production of oil and gas, including the acquisition by HRT O & G, the participation of Maersk Energia Ltda. Octopus in the field, in the Campos Basin, as disclosed to shareholders and the market in general through the Fact of July 8, 2014.


(Page 21) - Non-current liabilities

The non-current liabilities in the fiscal year ended December 31, 2014 was R $ 271.084 million compared to R $ 126,877 thousand at December 31, 2013. The increase was primarily the provision for Octopus abandon the Field in the amount of £ 138.039 million and the issuance of debentures in the amount of R $ 87,568 thousand.


CONSOLIDATED CASH FLOW - 317 million!

2012 2013 2014
Net cash used in operating activities (234,356) (282,875) 88,168
Net cash used in investing activities 207 004 223 935 222 858
Net cash provided by financing activities 9,581 48,880 6,026
Exchange variation (1,622) 6,034 -
Net increase in cash and cash equivalents (19,394) (4,026) 317,052


(Page 53) Proposal for remuneration in HRT.

b. The proposed amount, R $ 1,440,000.00 (one million four hundred and forty reais) related to the remuneration of board members, US $ 576,000.00 (five hundred seventy-six thousand reais) of tax advisers and R $ 10,013,231 , 00 (ten million thirteen thousand two hundred thirty-one real) of the directors.

proposed management board 6 with the output of the Namibian

R $ 1,440,000.00 / 6 members of CA = 240,000.00 per year / 20,000.00 per month
R $ 576,000.00 / 3 members of the CF = 192,000.00 per year / 16,000.00 per month
R $ 10,013,231.00 / 3 directors = 3,337,743.66 per year / 278,145.30 per month,

The directors propose earn half of what the company says it earned in a year with oil sale !!!!!!!!!!!!!!!!!!

Unfortunately in continuous disregard for the GDS shareholders, the proposal is only in Portuguese, as below:
https://ri.hrt.com.br/petrorio/web/download_arquivos.asp?id_arquivo=035388F6-4AED-4F86-AD28-DFB1A2520D23