Petro Rio S.A. HRTPF

NOTICE TO SHAREHOLDERS

[Debora]

1st ISSUE OF CONVERTIBLE DEBENTURES IN SHARES (1 LEFTOVERS apportionment) Rio de Janeiro, December 1, 2014 - HRT Participações em Petróleo SA (the "Company" or "HRT") (BM & FBOVESPA: HRTP3, TSX-V: HRP), in addition to the information disclosed in the Notice to Shareholders dated 24 October 2014 ("Notice to Shareholders"), in connection with the issue of debentures convertible into common shares, in a single series, subordinated, the first (1st) issued by the Company ("Debentures" and "Issue", respectively) which are private placement, totaling up to R $ 90,000,000.00 (ninety million reais), hereby announces to its shareholders and the market that, on November 26, 2014, ended the period exercise of preemptive rights to subscribe the Debentures. During the exercise period of the preemptive right, were subscribed 3,079,643 (three million, seventy-nine thousand, six hundred and forty-three) debentures with a face value of R $ 20.00 (twenty dollars), totaling R $ 61,592,860.00 (sixty-one million, five hundred ninety-two thousand, eight hundred and sixty reais). Considering the total amount of the issuance of up to 90,000,000 (ninety million) of debentures remained still, 1,420,357 (one million, four hundred twenty thousand, three hundred fifty-seven) unsubscribed Debentures, which shall be apportioned among those in the application form, expressed interest in the surplus reserve. The holders of preemptive rights that have expressed interest through subscription list, to subscribe remains of Debentures not subscribed within the exercise of preemptive rights ("Surplus"), may endorse the remains, in the period between day 03 December 2014 a December 5, 2014 (inclusive) ("First Allocation") at the rate of 0.4612 per Debenture Debentures subscribed during the Term of Preemptive Rights Exercise. The Company has, hereby inform that the right of subscription of Surplus under the First Allocation may be exercised only in the form of the following: 1. Subscription Price and Form of Payment: The Debentures shall be subscribed for R $ 20.00 (twenty dollars) and will be paid in cash, in Brazilian currency, upon subscription. 2. Subscription Right: The preemptive rights holders who are in custody at BM & FBOVESPA must exercise their preemptive rights to subscribe for Leftovers through their custodians. The preemptive rights of holders who are not in custody at BM & FBOVESPA who wish to exercise their preemptive rights to the Remains of subscription shall attend exclusively on Specialized Agencies of the depositary institution and Mandatory indicated in the Notice to Shareholders, where they shall sign the application form. If the subscriber is represented by an attorney, the attorney must bear documentation with evidence of powers of attorney for the subscription of remains, according to item 4 below. 3. Assignment of Preemptive Rights: The holders of preference for the Leftovers subscription may assign its respective preemptive rights to third parties during the term on the First Assessment. The preemptive rights of holders who are not in custody at BM & FBOVESPA wishing to give up their right of first refusal should appear exclusively in the specialized agencies of the depositary institution and Mandatory indicated in the Notice to Shareholders. The assignee of the right of first refusal should meet all of the terms and conditions applicable to the exercise of preemptive rights. 4. Documentation for subscription of the Debentures: Individuals: Identity Card, Individual Taxpayer Registry of the Ministry of Finance (CPF / MF) and proof of address. Corporation: Incorporation or Bylaws and the Assembly Act that elected the directors in office, duly filed with the competent commercial registry and proof of address. In the case of representation by proxy, the presentation of their mandate of public instrument or private instrument mandate notarized is required. 5. New Surplus: Given that we have reached the Minimum there will be no Second Sharing. Therefore, the Debentures which are not subscribed in the First Allocation will be canceled by the Issuer. 6. Requests for Clarification: For additional information, contact HRT's Investor Relations Department. Click here to access the Notice to Shareholders. For additional information, contact HRT's Investor Relations Department.