Press release from CNW Group
HRT Participações em Petróleo S.A - Announcement to the Shareholders
Friday, April 19, 2013
HRT Participações em Petróleo S.A - Announcement to the Shareholders11:18 EDT Friday, April 19, 2013
ANNUAL SHAREHOLDERS' MEETING
ADJUSTMENT IN THE VOTING PROCEDURE
RIO DE JANEIRO, April 19, 2013 /CNW/ - HRT Participações em Petróleo S.A. (the "Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V: HRP) informs its shareholders, in connection with the announcement released on April 16, 2013, that the voting procedure for the election of Board Members has been adjusted and will occur through the adoption of the cumulative voting procedure (voto múltiplo).
According to the cumulative voting procedure and considering that (i) there will be 11 vacant positions in the Company's Board of Directors; and (ii) each 2 Global Depositary Shares corresponds to 1 Common Share, each 1 Common Share or each 2 Global Depositary Shares shall grant to its owner 11 votes to be allocated among the candidates.
Therefore, due to the adoption of the cumulative voting procedure, the information and guidelines provided by the Company to the shareholders, namely those who do not participate in the meetings in person and cast their votes through voting instructions, are, at this time, outdated and inaccurate.
In this regard, the Company kindly suggests to the shareholders who have already casted their vote through HRT's electronic voting platform to revoke their previous votes and vote again on the revised matters already listed on that voting platform www.assembleiasonline.com.br, which can be accessed through HRT's investor relations homepage www.hrt.com.br/ir. Electronic proxies will be accepted by the platform up to 11:59 p.m. (Rio de Janeiro time) on April 26, 2013.
For the holders of HRT's Global Depositary Shares, Deutsche Bank Trust Company Americas, the Depositary of the Global Depositary Shares will send a new voting instruction form duly adjusted. The Depositary has fixed 12:00 p.m. (New York Time) on April 26, 2013, or no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned Annual Ordinary Meeting, as the time by which written voting instructions must be received from holders of Global Depositary Shares in order for such written voting instructions to be carried out by the Depositary pursuant to the terms of the deposit agreement.
In view of the above, as informed in the announcement released on April 16, 2013, the Shareholders can allocate their votes to elect the new members of the Board of Directors among the following candidates:
I. The Management of the Company proposes Messrs. Marcio Rocha Mello, Milton Romeu Franke, Wagner Elias Peres, John Anderson Willott, Elias Ndevanjema Shikongo, Carlos Thadeu de Freitas Gomes, William Lawrence Fisher, Joseph P. Ash, Peter L. O'Brien, Thomas W. Ebbern, and Charles Laganá Putz, as candidates for the Board of Directors of the Company, as previously presented in the Management Proposal.
II. Other shareholders propose Messrs. Stefan Alexander, François Moreau and Oscar Alfredo Prieto as candidates for the Board of Directors of the Company.
HRT encourages all shareholders to participate in the Company's annual and special meetings. In case any shareholder is not fully registered to vote electronically yet, HRT urges them to visit and register in the online meeting platform at www.assembleiasonline.com.br. The Company is committed on making the voting process at its Shareholders' Meetings as much transparent as possible, enabling all its shareholders to exercising their voting rights.
The updated supporting documents related to this Announcement were published through the Company's website at www.hrt.com.br, and on the websites of the CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br), through the IPE system, on the date hereof.
HRT Participações holds one of the largest independent oil and gas exploration and production companies in Brazil. The HRT Group comprises eight main subsidiaries: IPEX (Integrated Petroleum Expertise Company Serviços em Petróleo Ltda.), HRT O&G Exploração e Produção de Petróleo Ltda., HRT Netherlands B.V., HRT África Petróleo S.A., HRT América Inc., Air Amazonia Serviços Aéreos Ltda. and HRT Canada Inc.. The Company retains a 55% interest in 21 exploratory blocks in the Solimões Basin. HRT also operates ten exploratory blocks off the Namibian coast: eight blocks in the Orange Sub-basin and two blocks in the Walvis Sub-basin. HRT's team includes PHDs and masters in geochemistry, geophysics, biology and engineering, most of them former employees of Petrobras and ANP (Brazil petroleum agency). HRT is committed to minimizing any possible environmental impacts in the sites where it acts. Our commitment to the local communities is towards health conditions, safety and quality of life. For more information, please visit the Company's website: www.hrt.com.br/ir
This news release contains forward-looking statements. All statements other than statements of historical fact contained in this news release are forward-looking statements, including, without limitation, statements regarding our drilling and seismic plans, operating costs, acquisitions of equipment, expectations of finding oil, the quality of oil we expect to produce and our other plans and objectives. Readers can identify many of these statements by looking for words such as "expects", "believe", "hope" and "will" and similar words or the negative thereof. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. By their nature, forward-looking statements require us to make assumptions and, accordingly, forward-looking statements are subject to inherent risks and uncertainties. We caution readers of this news release not to place undue reliance on our forward-looking statements because a number of factors may cause actual future circumstances, results, conditions, actions or events to differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements and the assumptions underlying the forward-looking statements.
The following risk factors could affect our operations: the contingent resource and prospective resource evaluation reports involving a significant degree of uncertainty and being based on projections that may not prove to be accurate; inherent risks to the exploration and production of oil and natural gas; limited operating history as an oil and natural gas exploration and production company; drilling and other operational hazards; breakdown or failure of equipment or processes; contractor or operator errors; non-performance by third party contractors; labour disputes, disruptions or declines in productivity; increases in materials or labour costs; inability to attract sufficient labour; requirements for significant capital investment and maintenance expenses which HRT may not be able to finance; cost overruns and delays; exposure to fluctuations in currency and commodity prices; political and economic conditions in Namibia and Brazil; complex laws that can affect the cost, manner or feasibility of doing business; environmental, safety and health regulation which may become stricter in the future and lead to an increase in liabilities and capital expenditures, including indemnity and penalties for environmental damage; early termination, non-renewal and other similar provisions in concession contracts; and competition. We caution that this list of factors is not exhaustive and that, when relying on forward-looking statements to make decisions, investors and others should also carefully consider other uncertainties and potential events. The forward-looking statements herein are made based on the assumption that our plans and operations will not be affected by such risks, but that, if our plans and operations are affected by such risks, the forward-looking statements may become inaccurate.
The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release. Except as required by applicable securities laws, we do not undertake to update such forward-looking statements.
SOURCE: HRT Participações em Petróleo S.A.
For further information:
Please contact the HRT`s Investor Relations Department.
Carlos Tersandro Fonseca Adeodato - CFO and Investor Relations Officer
Sandra Calcado - Investor Relations Manager
Priscila Sarandy - Investor Relations Specialist
Tainah Costa - Investor Relations Senior Analyst
+55 21 2105-9700