SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
Petróleo Brasileiro S.A.Petrobras
(Name of Issuer)
Common Shares, without par value
Preferred Shares, without par value
(Title of Class of Securities)
71654V408(1)
71654V101(2)
(CUSIP Number)
Leonardo Mendes Cabral
Av. República do Chile, 100 Centro
Rio de Janeiro, R.J.
Brazil - CEP: 20.031-917
+5521 3747-8590
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(1) The CUSIP number is for the American Depositary Shares relating to the Common Shares.
(2) The CUSIP number is for the American Depositary Shares relating to the Preferred Shares.
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1 |
NAMES OF REPORTING PERSONS | |||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
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(a) |
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(b) |
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3 |
SEC USE ONLY | |||
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4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) | |||
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) o | |||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
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NUMBER OF |
7 |
SOLE VOTING POWER | |||
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8a |
SHARED VOTING POWER (Common Shares) | ||||
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8b |
SHARED VOTING POWER (Preferred Shares) | ||||
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9 |
SOLE DISPOSITIVE POWER | ||||
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10a |
SHARED DISPOSITIVE POWER (Common Shares) | ||||
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10b |
SHARED DISPOSITIVE POWER (Preferred Shares) | ||||
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11a |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Common Shares) | |||
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11b |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Preferred Shares) | |||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | |||
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13a |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11a) (Common Shares) | |||
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13b |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11b) (Preferred Shares) | |||
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
(1) Includes the aggregate amount of 11,700,392 common shares without par value (the Common Shares) of Petróleo Brasileiro S.A.Petrobras (Petrobras) directly beneficially owned by the Reporting Person and over which the Reporting Person shares voting and dispositive power with Banco Nacional de Desenvolvimento Econômico e Social BNDES (BNDES), its sole shareholder.
(2) Includes the aggregate amount of 900,210,496 preferred shares without par value (the Preferred Shares) of Petrobras directly beneficially owned by the Reporting Person and over which the Reporting Person shares voting and dispositive power with BNDES, its sole shareholder (where such voting power arises based on the limited appointment rights of holders of Preferred Shares). The Preferred Shares are a separate class of equity securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). As discussed in Item 6, although the Preferred Shares do not confer a right to vote on matters generally voted on by holders of Common Shares (other than certain corporate actions adversely affecting the Preferred Shares), holders of Preferred Shares holding at least 10.0% of Petrobrass total capital stock have the right to appoint and/or dismiss one member to or from Petrobrass board of directors, and holders of Preferred Shares have the right to separately appoint one member to Petrobrass fiscal council (and such members respective alternate). The Preferred Shares are not convertible into Common Shares.
(3) Percentages are calculated based on 7,442,454,142 Common Shares and 5,602,042,788 Preferred Shares issued and 7,442,231,382 Common Shares and 5,601,969,879 Preferred Shares outstanding as of September 30, 2019, as reported in Petrobrass report of foreign private issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission on October 28, 2019 (the Form 6-K), containing Petrobrass financial statements in U.S. dollars as of September 30, 2019, and for the three and nine-month periods ended September 30, 2019 and 2018.
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1 |
NAMES OF REPORTING PERSONS | |||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
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(a) |
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(b) |
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3 |
SEC USE ONLY | |||
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4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) | |||
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) o | |||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
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NUMBER OF |
7a |
SOLE VOTING POWER (Common Shares) | |||
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7b |
SOLE VOTING POWER (Preferred Shares) | ||||
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8a |
SHARED VOTING POWER (Common Shares) | ||||
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8b |
SHARED VOTING POWER (Preferred Shares) | ||||
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9a |
SOLE DISPOSITIVE POWER (Common Shares) | ||||
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9b |
SOLE DISPOSITIVE POWER (Preferred Shares) | ||||
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10a |
SHARED DISPOSITIVE POWER (Common Shares) | ||||
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10b |
SHARED DISPOSITIVE POWER (Preferred Shares) | ||||
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11a |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Common Shares) | |||
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11b |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Preferred Shares) | |||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | |||
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13a |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11a) | |||
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13b |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11b) | |||
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
(1) Includes the aggregate amount of 11,700,392 Common Shares directly beneficially owned by BNDES Participações S.A. (BNDESPAR) and indirectly beneficially owned by the Reporting Person, and over which the Reporting Person shares voting and dispositive power with BNDESPAR, its direct, wholly-owned subsidiary.
(2) Includes the aggregate amount of 900,210,496 Preferred Shares directly beneficially owned by BNDESPAR and over which the Reporting Person shares voting and dispositive power with BNDESPAR, its direct, wholly-owned subsidiary (where such voting power arises based on the limited appointment rights of holders of Preferred Shares).
(3) The Preferred Shares are a separate class of equity securities registered under Section 12(b) of the Exchange Act. As discussed in Item 6, although the Preferred Shares do not confer a right to vote on matters generally voted on by holders of Common Shares (other than certain corporate actions adversely affecting the Preferred Shares), holders of Preferred Shares holding, individually or as a group, at least 10.0% of Petrobrass total capital stock have the right to appoint and/or dismiss one member to or from Petrobrass board of directors, and holders of Preferred Shares have the right to separately appoint one member to Petrobrass fiscal council (and such members respective alternate). The Preferred Shares are not convertible into Common Shares.
(4) The Reporting Person may be deemed an indirect beneficial owner of the Common Shares and Preferred Shares directly beneficially owned by BNDESPAR, as the sole shareholder of BNDESPAR, along with the Common Shares and Preferred Shares directly owned by the Reporting Person.
(5) Percentages are calculated based on 7,442,454,142 Common Shares and 5,602,042,788 Preferred Shares issued and 7,442,231,382 Common Shares and 5,601,969,879 Preferred Shares outstanding as of September 30, 2019, as reported in Petrobrass Form 6-K.
BNDES Participações S.A. BNDESPAR (BNDESPAR) and Banco Nacional de Desenvolvimento Econômico e Social BNDES (BNDES) hereby file this Amendment No.1 (the Amendment No.1) to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the SEC) on April 15, 2019 (the Original 13D) with respect to the common shares without par value (the Common Shares) and the preferred shares without par value (the Preferred Shares) of Petróleo Brasileiro S.A.Petrobras (Petrobras).
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as set forth below:
This statement is filed by the persons listed below (the Reporting Persons):
BNDESPAR, a company duly organized and existing in the Federative Republic of Brazil. The address of BNDESPARs principal executive office is Av. República do Chile, 100 - Centro, Rio de Janeiro, R.J., Brazil - CEP: 20.031-917.
BNDES, a Brazilian state-owned development bank and the sole shareholder of BNDESPAR. The address of BNDESs principal executive office is Av. República do Chile, 100 - Centro, Rio de Janeiro, R.J., Brazil - CEP: 20.031-917. BNDESPAR is a direct, wholly-owned subsidiary of BNDES.
Each of the Reporting Persons disclaims beneficial ownership in all Common Shares and Preferred Shares reported herein, except to the extent of the Reporting Persons respective pecuniary interest therein. This filing shall not be deemed an admission that any of the Reporting Persons constitute a group for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act).
The name, residence or business address and present principal occupation of each director and executive officer of each Reporting Person as of the date of this filing (the Covered Individuals) is set forth below. All of the Covered Individuals are citizens of the Federative Republic of Brazil.
Name |
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Residence or Business |
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Present principal occupation or |
BNDESPAR |
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Fernando Antônio Ribeiro Soares |
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Av. República do Chile, 100 - Centro, Rio de Janeiro, R.J. - CEP: 20.031-917 |
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Director |
Antônio Carlos de Paiva Futuro |
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Same as above |
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Director |
Ary Joel de Abreu Lanzarim |
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Same as above |
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Director |
Luciana Pires Dias |
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Same as above |
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Director |
Claudio Corrêa Vasques |
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Same as above |
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Director |
Miguel Ragone de Mattos |
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Same as above |
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Director |
Ricardo Moura de Araújo Faria |
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Same as above |
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Director |
Ricardo Wiering de Barros |
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Same as above |
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Executive Officer |
Angela Brandão Estellita Lins |
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Same as above |
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Executive Officer |
Bianca Nasser Patrocínio |
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Same as above |
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Executive Officer |
Leonardo Mendes Cabral |
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Same as above |
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Executive Officer |
Fábio Almeida Abrahão |
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Same as above |
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Executive Officer |
Saulo Benigno Puttini |
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Same as above |
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Executive Officer |
Claudenir Brito Pereira |
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Same as above |
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Executive Officer |
Petrônio Duarte Cançado |
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Same as above |
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Executive Officer |
Gustavo Henrique Moreira Montezano |
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Same as above |
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President |
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BNDES |
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Carlos Thadeu de Freitas Gomes |
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Av. República do Chile, 100 - Centro, Rio de Janeiro, R.J. - CEP: 20.031-917 |
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Director |
Daniel Sigelmann |
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Same as above |
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Director |
Mansueto Facundo de Almeida Júnior |
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Same as above |
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Director |
Marcelo Sampaio |
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Same as above |
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Director |
William George Lopes Saab |
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Same as above |
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Director |
Juan Pedro Jensen Perdomo |
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Same as above |
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Director |
Walter Baere de Araújo Filho |
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Same as above |
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Director |
Waldery Rodrigues Junior |
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Same as above |
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Director |
Marcelo Serfaty |
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Same as above |
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Director |
Ricardo Wiering de Barros |
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Same as above |
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Executive Officer |
Angela Brandão Estellita Lins |
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Same as above |
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Executive Officer |
Bianca Nasser Patrocínio |
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Same as above |
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Executive Officer |
Leonardo Mendes Cabral |
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Same as above |
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Executive Officer |
Fábio Almeida Abrahão |
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Same as above |
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Executive Officer |
Saulo Benigno Puttini |
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Same as above |
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Executive Officer |
Claudenir Brito Pereira |
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Same as above |
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Executive Officer |
Petrônio Duarte Cançado |
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Same as above |
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Executive Officer |
Gustavo Henrique Moreira Montezano |
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Same as above |
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President |
None of the Reporting Persons nor, to the respective Reporting Persons best knowledge, any of the Covered Individuals as of the date of this Schedule 13D, has, during the five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting Persons nor, to the respective Reporting Persons best knowledge, any of the Covered Individuals as of the date of this Schedule 13D, has, during the five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety as set forth below:
The purpose of this Amendment No.1 is to update the beneficial ownership percentage information for the Reporting Persons as a result of the sale by BNDES of all of its Common Shares, as described above in Item 1. As set forth in the Prospectus Supplement of Petrobras, filed pursuant to Rule 424(b)(3) on February 5, 2020 (the Prospectus Supplement), BNDES sold 734,202,699 Common Shares of Petrobras in a global offering (the Equity Offering) on the closing date of February 10, 2020. The Equity Offering consisted of an international offering to investors located in the United States and other countries outside Brazil and a concurrent public offering of Common Shares in Brazil. As a result of the Equity Offering, as of February 10, 2020, BNDES does not beneficially own directly any Common Shares of Petrobras.
The Reporting Persons may, from time to time, take such actions regarding their investment in the Common Shares and the Preferred Shares as they deem appropriate. These actions may include: (i) disposing of any or all of their Common Shares, Preferred Shares and/or other equity, debt, notes, other securities or derivative or other instruments of the Issuer that are based upon or relate to the value of Common Shares or Preferred Shares (collectively, Securities) in the open market or otherwise, including in connection with business development transactions or financing commitments in relation thereto; (ii) engaging in any hedging or similar transactions with respect to the Securities; (iii) exercising director appointment rights or cumulative voting rights to the extent permitted under Petrobrass bylaws and otherwise by law (as described further in Item 6 of this Schedule 13D); or (iv) proposing or considering one or more of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. In determining whether to carry out any of the above-mentioned actions, the Reporting Persons may consider factors such as Petrobrass financial position and strategic direction, actions taken by Petrobrass board of directors, price levels of the Common Shares and Preferred Shares, conditions in the securities market and general economic and
industry conditions. In particular, from time to time, BNDESPARs board of executive officers also authorizes plans for the disposal of up to a certain number of Common Shares for an established period of time.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as set forth below:
(a) - (b) BNDESPAR is the direct beneficial owner of 11,700,392 Common Shares, or approximately 0.2% of Petrobrass issued and outstanding Common Shares, and 900,210,496 Preferred Shares, or approximately 16.1% of Petrobrass issued and outstanding Preferred Shares. BNDESPAR, as the wholly-owned subsidiary of BNDES, may be deemed to share with BNDES voting and dispositive power with respect to the Common Shares and the Preferred Shares directly beneficially owned by BNDESPAR (in the case of the Preferred Shares, to the extent the limited appointment rights of the holders of Preferred Shares give rise to voting power).
BNDES is the direct beneficial owner of 135,248,258 Preferred Shares, with respect to which it has sole voting and dispositive power. BNDES, as the sole shareholder of BNDESPAR, may be deemed the indirect beneficial owner of the 11,700,392 Common Shares and the 900,210,496 Preferred Shares directly beneficially owned by BNDESPAR, with respect to which BNDES shares with BNDESPAR voting and dispositive power (in the case of the Preferred Shares, to the extent the limited appointment rights of the holders of Preferred Shares give rise to voting power). BNDES may be deemed to beneficially own in the aggregate 11,700,392 Common Shares, or 0.2%, of Petrobrass issued and outstanding Common Shares, and 1,035,458,754 Preferred Shares, or 18.5%, of the Petrobrass issued and outstanding Preferred Shares.
Each of the Reporting Persons disclaims beneficial ownership in all Common Shares and Preferred Shares of Petrobras reported herein, except to the extent of the Reporting Persons respective pecuniary interest therein. All share percentages in this Schedule 13D are based on 7,442,454,142 Common Shares and 5,602,042,788 Preferred Shares issued and 7,442,231,382 Common Shares and 5,601,969,879 Preferred Shares outstanding as of September 30, 2019, as reported in Petrobrass report of foreign private issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission on October 28, 2019 (the Form 6-K), containing Petrobrass financial statements in U.S. dollars as of September 30, 2019, and for the three and nine-month periods ended September 30, 2019 and 2018, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
(c) No transactions in the Common Shares or in the Preferred Shares, other than the ones described herein, were effected by any Reporting Person in the sixty days prior to the date of this statement.
(d) Not applicable.
(e) On February 10, 2020, BNDES each ceased to beneficially own at least 5% of the Common Shares. For more information, see Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby supplemented as set forth below:
In connection with the Equity Offering, BNDES entered into a lock-up agreement (the Lock-up Agreement) with Credit Suisse Securities (USA) LLC and BofA Securities, Inc. according to which for a period of 90 days after the date of the Equity Offering, BNDES will not, subject to certain conditions, (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Petrobrass Common Shares or Preferred Shares or any securities convertible into or exchangeable or exercisable for any of the Petrobrass Common Shares or Preferred Shares (Lock-Up Securities), (ii) enter into a transaction which would have the same effect, (iii) enter into any swap, hedge or any other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction described in (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise, (iv) publicly disclose the intention
to make any such offer, sale, pledge or disposition, or (v) make any demand for or exercise any right with respect to, the registration of any Lock-Up Securities or any security convertible into or exercisable or exchangeable for the Lock-Up Securities.
The foregoing summary of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a form of which is attached hereto as Exhibit 2 and incorporated by reference to this Amendment No. 1.
Item 7. Material to be Filed as Exhibits.
Exhibit |
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Description |
1 |
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Joint Filing Agreement of the Reporting Persons (previously filed as exhibit 1 to the Schedule 13D filed with the Securities and Exchange Commission on April 15, 2019 (File No.005-90980 19749031)). |
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2 |
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Form of Selling Shareholder Lock-Up Agreement attached as Schedule C to the Underwriting and Agency Agreement (previously filed as exhibit 1.1 to Petrobrass report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on February 7, 2020 (File No.001-151106 20584301)). |
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3 |
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Power of Attorney, relating to BNDES Participações S.A. BNDESPAR. |
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4 |
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Power of Attorney, relating to Banco Nacional de Desenvolvimento Econômico e Social BNDES. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
March 18, 2020 |
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BNDES Participações S.A. BNDESPAR |
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/s/ Paulo Castor de Castro |
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By: Paulo Castor de Castro |
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Title: Chefe de Departamento AMC/DEMEC (Department Chief AMC/DEMEC) |
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/s/ Pablo Valente de Sousa |
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By: Pablo Valente de Sousa |
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Title: Superintendente AMC Area de Mercado de Capitais (Superintendent AMC Capital Markets Area) |
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EXHIBIT INDEX
Exhibit |
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Description |
1 |
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Joint Filing Agreement of the Reporting Persons (previously filed as exhibit 1 to the Schedule 13D filed with the Securities and Exchange Commission on April 15, 2019 (File No.005-90980 19749031)). |
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2 |
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Form of Selling Shareholder Lock-Up Agreement attached as Schedule C to the Underwriting and Agency Agreement (previously filed as exhibit 1.1 to Petrobrass report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on February 7, 2020 (File No.001-151106 20584301)). |
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3 |
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Power of Attorney, relating to BNDES Participações S.A. BNDESPAR. |
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4 |
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Power of Attorney, relating to Banco Nacional de Desenvolvimento Econômico e Social BNDES. |
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Classification: Ostensive Document Management Units: AJ2 / JUINV |
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P O W E R O F A T T O R N E Y
BNDES PARTICIPACÕES SA - BNDESPAR, joint-stock company incorporated as a wholly-owned subsidiary of the BRAZILIAN DEVELOPMENT BANK - BNDES, headquartered in Brasília, Federal District, in Setor Comercial Sul, Centro Empresarial Parque Cidade, Quadra 9, Torre C, 12th floor and services in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida República do Chile no. 100, centro, registered with CNPJ/ME under no. 00,383,281/0001-09, hereinafter Grantor or BNDESPAR, hereby represented by its President GUSTAVO HENRIQUE MOREIRA MONTEZANO, Brazilian, in a common-law marriage, graduated in Engineering, holder of the national drivers license no. 00486769050, issued by DETRAN/RJ, and registered with CPF/ME under no. 018.519.627-60, and by its Managing Director SAULO BENIGNO PUTTINI, Brazilian, married, lawyer, ID no. 191548-0, issued by DPT/DF, and registered with CPF/ME under no. 857.590.071-49, both with business address at the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida República do Chile, no. 100, Centro, under the terms of articles 653 to 691 of the Brazilian Civil Code (Law no. 10,406, of 01/10/2020) and article 20, I and sole paragraph, and article 22, §§ 1st and 2nd, of the BNDESPAR by-laws, approved at the BNDES Extraordinary Shareholders Meeting held on 06.29.2018 (5th AGE), published in the Federal Register on 07.11.2018, and subsequent amendments, appoint and constitutes its attorneys with sufficient authority, all with business addresses in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida República do Chile, no. 100, Centro, for a period of 1 (one) year from the present date, Messrs.: 1) LEONARDO MENDES CABRAL, Brazilian, married, Engineer, ID no. 12048654-3, issued by IFP-RJ, registered with CPF/ME under no. 086.464.857-06, BNDESPARs Managing Director; 2) RICARDO WIERNING DE BARROS, Brazilian, married, Data processing technician, ID no. 02127169664, issued by DETRAN/RJ, registered with CPF/ME under no. 806.663.027-15, BNDESPARs Managing Director; 3) ÂNGELA BRANDÃO ESTELLITA LINS, Brazilian, married, Psychologist, ID no. 03.224.895-7, issued by DETRAN/RJ, registered with CPF/ME under no. 898.354.337-09, BNDESPARs Managing director; 4) BIANCA NASSER PATROCÍNIO, Brazilian, in a common-law marriage, Economist, ID no. 10623882-7 issued by IFP/RJ, registered with CPF/ME under no. 071.233.797-05, BNDESPARs Managing director; 5) FÁBIO ALMEIDA ABRAHÃO, Brazilian, married, Engineer, ID no. 00268511380, issued by DETRAN/RJ, registered with CPF/ME under no. 082.343.597-03, BNDESPARs Managing director; 6) SAULO BENIGNO PUTTINI, Brazilian, married, Lawyer, ID no. 191548-0, issued by DPT/DF, registered with CPF/ME under no. 857.590.071-49, BNDESPARs Managing director; 7) PETRÔNIO DUARTE CANÇADO, Brazilian, married, Engineer, ID no. 67513901, issued by DETRAN-RJ, registered with CPF/ME under no. 024.934.747-40, BNDESPARs Managing director; 8) CLAUDENIR BRITO PEREIRA, Brazilian, divorced, Federal civil servant, ID no. 096708524, issued by SSP-RJ, registered with CPF/ME under no. 180.782.718-67, BNDESPARs Managing director; 9) PABLO VALENTE DE SOUZA, Brazilian, single, Engineer, ID no. 118.564.384,
issued by IFP/RJ, and registered with CPF/ME under no. 082.232.067-30, Deputy Managing Director; 10) BERNARDO DE SOUZA LEÃO JOPPERT, Brazilian, married, Economist, ID no. 10801337-6, issued by IFP-RJ and registered with CPF/ME under no. 078.741.007-19, Head of Department; 11) FILIPE BARRETO BAETAS, Brazilian, single, Economist, ID no. 10602488-8, issued by DETRAN/RJ, and registered with CPF/ME under no 116.040.927-77, Head of Department; 12) FILIPE BORSATO DA SILVA, Brazilian, married, Economist, ID no. 20209810-9, issued by DETRAN-RJ, and registered with CPF/ME under no. 103.366.417-02, Head of Department; 13) FABIO REGO RIBEIRO, Brazilian, married, Engineer, ID no. 10202679-6, issued by IFP/RJ, and registered with CPF/ME under no. 044.453.987-56, Head of Department; 14) PAULO CASTOR DE CASTRO, Brazilian, married, Engineer, ID no. 08703763-6, issued by IFP/RJ, and registered with CPF/ME under no. 865.957.417-68, Head of Department; 15) DANIEL ALONSO NEGRINI, Brazilian, divorced, Engineer, ID no. 4841476, issued by SSP/GO, and registered with CPF/ME under no. 018.178.131-02, Head of Department; 16) ALDO HENRIQUE TREU RAMOS, Brazilian, married, Economist, ID no. 10821511-2, issued by IFP/RJ, and registered with CPF/ME under no. 080.199.387-37, Manager; 17) RICARDO GONÇALVES DANIEL, Brazilian, single, Economist, ID no. 13.506.154-7, issued by DETRAN/RJ, and registered with CPF/ME under no. 104.944.197-41, Manager; 18) ELISA CAPISTRANO DE CASTRO, Brazilian, single, Engineer, ID no. 11660572-6, issued by IFP/RJ, and registered with CPF/ME under no. 094.335.267-32, Manager; 19) THIAGO CAMPOS GUIMARÃES RODRIGUES, Brazilian, married, Lawyer, ID no. 160.485, issued by OAB-RJ and registered with CPF/ME under no. 057.720.707-54, Manager; the attorneys mentioned in items 1 to 19 above are hereinafter referred to simply as Grantees, when referred as a group, or Grantee, when referred to individually, with special authority to represent the Grantor in practice of the following acts, reserving equal authorities: (i) the Grantee listed in item 1, singly: (i.1) in signing correspondence as the BNDESPAR Director of Investor Relations; (ii) the Grantee listed in item 1, always in conjunction with the Grantee listed in item 9: (ii.1) in signing shareholders agreements and amendments to such agreements, provided that the respective execution has been approved by BNDESPAR Board of Directors; (ii.2) in signing transaction instruments and amendments to such instruments, provided that the respective execution has been approved by the BNDESPAR Executive Board; (ii.3) in the execution, as a shareholder, of adhesion contracts, by public limited companies in which share capital BNDESPAR participates, to differentiated segments of corporate governance, such as the Bovespa Mais Participation Agreement, the Differentiated Practices Adoption Agreement of Corporate Governance Level 1, the Differentiated Corporate Governance Practices Adoption Agreement Level 2 and the Participation in the Novo Mercado Agreement, as well as in the execution of amendments to such contracts, in any case provided the execution of such agreements has been approved by the competent corporate body(ies) of the corporation in whose capital BNDESPAR participates and observing the respective listing regulations; (ii.4) in signing notifications, forms and requests for approval of acts of economic concentration to the Administrative Council for Economic
Defense - CADE; and (ii.5) in signing discharge declarations, release of guarantees, declarations of compliance with obligations, declarations of early settlement and declarations of extinction of rights and obligations; (iii) any of the Grantees listed in items 1, 9, 10, 11, 12, 13, 14 and 15, always in conjunction with 2 (two): (iii.1) in signing the Statement of Professional Investor Condition, as defined in article 9-A of CVM Instruction no. 539, of November 13, 2013, as amended, and in any other acts issued by the Securities and Exchange Commission of Brazil - CVM, as well as (iii.2) in signing fidelity agreements to investment fund regulations, registration forms and instrument of investiture in committees, councils or any other bodies of investment funds, provided that the subscription and payment of quotas of such investment funds have been approved by the BNDESPAR Board of Directors; (iv) the Grantees listed in items 1, 2, 3, 4, 5, 6, 7 and 8, always in conjunction with 2 (two), or the Grantee listed in item 9, always in conjunction with one of the grantees listed in items 10 to 15: (iv.1) in the performance of all acts necessary for the registration of auctions and public offers for the sale of shares and other securities owned by BNDESPAR before ANBIMA - Brazilian Association of Financial and Capital Market Entities and / or B3 SA - Brazil, Bolsa, Balcão and / or the CVM and, in the event of abroad sale efforts, before any other foreign or supranational regulatory bodies in the capital market, provided that the preliminary adherence to the offer dealings has been approved by the BNDESPAR Board of Directors; (iv.2) in signing notifications or communications necessary for the faithful fulfillment of contracts entered into by BNDESPAR or of decisions taken by the BNDES Board of Directors, by the BNDESPAR Board of Directors, or even by BNDESPAR Managing Director, as the case may be, such as notifications and communications from termination of shares of shareholders agreements entered into by BNDESPAR, notifications and communications of the exercise of the right to convert or exchange securities, notifications and communications of the exercise of the option to purchase or sell securities, notifications and communications of the exercise of the right to preference for the acquisition of securities, notifications and communications of acquisition or sale of relevant shareholding interest, as provided for in article 12 in CVM Instruction no. 358/2002, as amended, notifications and communications of the exercise of the right of joint sale or drag along, notifications and communications to request training or assembly of depositary receipts (UNITS), as well as notifications and communications of consent or disagreement in relation to matters subject to prior approval by the BNDESPAR Board of Directors pursuant to agreements of shareholders; (iv.3) in the conclusion or termination of contracts for intermediation of operations carried out on a stock exchange or on an organized over-the-counter market, with brokerage firms or distributors of bonds and securities, as well as in signing amendments to such contracts and other documents relevant to the execution of brokerage services; (iv.4) in the execution of all unilateral declarations, contracts, contractual amendments and other legal acts necessary to formalize public offers for the sale of shares and other securities owned by BNDESPAR, such as, but not limited to, Letter of Accreditation and Request for Proposal - RFP, as provided for in BNDESPAR Resolution no. 119/2018 or another that may replace it, the declaration provided for in
article 56 of CVM Instruction no. 400, of 12/29/2003, or another that may replace it, coordination contracts, firm guarantee of liquidation, acquisition and placement of shares, service contracts for the stabilization of share price, service contracts with B3, differentiated share loan contracts, placement facilitation agreements, lock-up agreements, service of process agent appointment letters and closing certificates, in any case provided preliminary membership of the offer negotiations have been approved by the BNDESPAR Board of Directors; and (iv.5) in signing documents intended to fulfill obligations with the Securities and Exchange Commission arising from the ownership of securities by BNDESPAR, under the terms of the Securities Exchange Act of 1934, such as, but not limited to, Schedule 13D forms and respective amendments, Schedule 13G forms and respective amendments; and (v) the Grantees listed in items 1, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19, always in conjunction with 2 (two), one being necessarily any of the Grantees listed in items 1, 9, 10, 11, 12, 13, 14 and 15: (v.1) in the performance of all acts necessary to forward proposals or orders to financial institutions coordinating public offers for the acquisition or subscription of securities distributed through such offers, under the terms and conditions approved by the BNDESPAR Board of Directors and, for this purpose, can sign any documents that are necessary for the referred referral, with the exception that acts related to the financial settlement of any acquisition or subscription of securities in a public offering are not included in the powers granted by the present item (v.1). The same powers granted to the Grantee listed in item 9 are conferred on their respective substitute in this capacity, among the Grantees listed in items 10 to 15. The same powers granted to the Grantee listed in item 1 are granted to their respective substitutes in this capacity designated in an Ordinance by the President of BNDESPAR. In any event, the substitution of the powers now granted is prohibited. The pages of this Instrument are initialed by Carlos Eduardo Fernandes de Oliveira, BNDESPAR lawyer, upon authorization of the legal representatives who sign it.
Rio de Janeiro, February 13, 2020
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/s/ Gustavo Henrique Moreira Montezano |
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/s/ Saulo Benigno Puttini |
Gustavo Henrique Moreira Montezano |
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Saulo Benigno Puttini |
President |
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Managing Director |
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Classification: Ostensive Document Management Unit: AJ2/JUINV |
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P O W E R O F A T T O R N E Y
The BRAZILIAN DEVELOPMENT BANK BNDES, a federal public company, governed by Law 5,662, of June 21, 1971, with the name given by Decree-Law no. 1,940, of May 25, 1982, with headquarters in Brasília, Federal District, and services in the city of Rio de Janeiro, at Avenida República do Chile, no. 100 part, registered with CNPJ under no. 33.657.248/0001-89, hereinafter simply referred to as Grantor or BNDES, in this act represented by its President GUSTAVO HENRIQUE MOREIRA MONTEZANO, Brazilian, living in a stable union, graduated in Engineering, holder of the national drivers license no. 00486769050, issued by DETRAN/RJ, and registered with CPF/ME under no. 018.519.627-60, and by its Director SAULO BENIGNO PUTTINI, Brazilian, married, bearer of ID 1915480, issued by DPT/DF, and registered with CPF/ME under no. 857.590.071-49, both with business address at the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida República do Chile, no. 100, Centro, under the terms of 653 to 691 of the Brazilian Civil Code (Law 10,406, of 01/10/2002), and of article 21, caput and §1 of the BNDES Articles of Incorporation, approved in Extraordinary General Meeting held on 02.20.2017 (1st EGM), published in the Diário Oficial da União (D.O.U.) on March 21, 2017, and subsequent amendments, constitutes its many attorneys-in-fact, all with business addresses in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida República do Chile, no. 100, Centro, for a period of 1 (one) year from the present date, Messrs.: 1) LEONARDO MENDES CABRAL, Brazilian, married, engineer, bearer of ID 12048654-3, issued by IFP-RJ, registered with CPF/ME under no. 086.464.857-06, Managing Director of BNDES; 2) RICARDO WIERING DE BARROS, Brazilian, married, technologist in data processing, bearer of ID 02127169664, issued by DETRAN/RJ, registered with CPF/ME under no. 806.663.027-15, Managing Director of BNDES; 3) ÂNGELA BRANDÃO ESTELLITA LINS, Brazilian, married, psychologist, bearer of ID 03.224.895-7, issued by DETRAN/RJ, registered with CPF/ME under no. 898.354.337-09, Managing Director of BNDES; 4) BIANCA NASSER PATROCÍNIO, Brazilian, living in a stable union, economist, bearer of ID 10623882-7 issued by IFP/RJ, registered with CPF/ME under no. 071.233.797-05, Managing Director of BNDES; 5) FÁBIO ALMEIDA ABRAHÃO, Brazilian, married, engineer, bearer of ID 00268511380, issued by DETRAN/RJ, registered with CPF/ME under no. 082.343.597-03, Managing Director of BNDES; 6) SAULO BENIGNO PUTTINI, Brazilian, married, lawyer, bearer of ID 191548-0, issued by DPT/DF, registered with CPF/ME under no. 857.590.071-49,
Managing Director of BNDES; 7) PETRÔNIO DUARTE CANÇADO, Brazilian, married, engineer, bearer of ID 67513901, issued by DETRAN-RJ, registered with CPF/ME under no. 024.934.747-40, Managing Director of BNDES; 8) CLAUDENIR BRITO PEREIRA, Brazilian, divorced, federal civil servant, bearer of ID 096708524, issued by SSP-RJ, registered with CPF/ME under no. 180.782.718-67, Managing Director of BNDES; 9) PABLO VALENTE DE SOUZA, Brazilian, single, engineer, bearer of ID 118.564.384, issued by IFP/RJ, and registered with CPF/ME under no. 082.232.067-30, BNDES Superintendent; 10) BERNARDO DE SOUZA LEÃO JOPPERT, Brazilian, married, economist, bearer of ID 10801337-6, issued by IFP-RJ and registered with CPF/ME under no. 078.741.007-19, Head of Department; 11) FILIPE BARRETO BAETAS, Brazilian, single, economist, bearer of ID 10602488-8, issued by DETRAN/RJ, and registered with CPF/ME under no. 116.040.927-77, Head of Department; 12) FILIPE BORSATO DA SILVA, Brazilian, married, economist, bearer of ID 20209810-9, issued by DETRAN-RJ, and registered with CPF/ME under no. 103.366.417-02, Head of Department; 13) FABIO REGO RIBEIRO, Brazilian, married, engineer, bearer of ID 10202679-6, issued by IFP/RJ, and registered with CPF/ME under no. 044.453.987-56, Head of Department; 14) PAULO CASTOR DE CASTRO, Brazilian, married, engineer, bearer of ID 08703763-6, issued by IFP/RJ, and registered with CPF/ME under no. 865.957.417-68, Head of Department; 15) DANIEL ALONSO NEGRINI, Brazilian, divorced, engineer, bearer of ID 4841476, issued by SSP/GO, and registered with CPF/ME under no. 018.178.131-02, Head of Department; 16) ALDO HENRIQUE TREU RAMOS, Brazilian, married, economist, bearer of ID 10821511-2, issued by IFP/RJ, and registered with CPF/ME under no. 080.199.387-37, Manager; 17) RICARDO GONÇALVES DANIEL, Brazilian, single, economist, bearer of ID 13.506.154-7, issued by DETRAN/RJ, and registered with CPF/ME under no. 104.944.197-41, Manager; 18) ELISA CAPISTRANO DE CASTRO, Brazilian, single, engineer, bearer of ID 11660572-6, issued by IFP/RJ, and registered with CPF/ME under no. 094.335.267-32, Manager; 19) THIAGO CAMPOS GUIMARÃES RODRIGUES, Brazilian, married, lawyer, bearer of ID 160.485, issued by OAB-RJ and registered with CPF/ME under 057.720.707-54, Manager; the attorneys-in-fact mentioned in items 1 to 19 above are hereinafter referred to simply as Grantees, when referred to together, or Grantee, when referred to individually, with special powers to represent the Grantor, including as Manager of the National Privatization Fund FND, under the terms of Law 9,491/97, of September 9, 1997, notably in its articles 17 and 18, of Law 13,334/16, of September 13, 2016, notably
in its article 1, §1, item III, as well as Decree no. 2,594/98, of May 15, 1998, notably in articles 23 and 57, in the practice of the following acts, reserving equal powers: (i) the Grantee listed in item 1, in isolation: when signing correspondence as the Managing Director of Investor Relations of BNDES; (ii) any of the Grantees listed in items 1, 9, 10, 11, 12, 13, 14 and 15, always in conjunction with 2 (two): (ii. 1) when signing the Statement of Professional Investor Condition, as defined in article 9-A of CVM Instruction no. 539, of November 13, 2013, as amended, and in any other acts issued by the Securities and Exchange Commission of Brazil CVM, as well as (ii.2) signing of instrument of acceptance to investment fund regulations, registration forms and instrument of investiture in committees, councils or any other bodies of investment funds, provided that the subscription and payment of quotas of such investment funds have been approved by the BNDES Board of Directors; (iii) the Grantees listed in items 1, 2, 3, 4, 5, 6, 7 and 8, always in conjunction with 2 (two), or the Grantee listed in item 9, always in conjunction with one of the grantees listed in items 10 to 15: (iii.1) in the performance of all acts necessary for the registration of auctions and public offers for the divestment of shares and other securities owned by BNDES, as well as the Manager of the National Privatization Fund FND, under the terms of Law no. 9,491/97, of September 9, 1997, notably in its articles 17 and 18, of Law 13,334/16, of September 13, 2016, notably in its article 1, §1, item III, as well as Decree no. 2,594/98, of May 15, 1998, notably in articles 23 and 57, before ANBIMA Brazilian Financial and Capital Markets Association and/or B3 S.A. Brasil, Bolsa, Balcão and/or CVM and, in hypothesis of sales efforts abroad, before any other foreign or supranational regulatory bodies in the capital market, provided that the preliminary acceptance to the offer dealings has been approved by the BNDES Board of Directors; (iii.2) in the signature of notifications or communications necessary for the faithful fulfillment of contracts signed by BNDES or of decisions taken by the BNDES Board of Directors, or even by the Managing Director of BNDES, as the case may be, such as notifications and communications of disengagement of actions of shareholders concluded by BNDES, although in the capacity of Manager of the National Privatization Fund FND, under the terms of Law no. 9,491/97, of September 9, 1997, notably in its articles 17 and 18, of Law 13,334/16, of September 13, 2016, notably in Article 1, §1, item III, as well as Decree no. 2,594/98, of May 15, 1998, notably in Articles 23 and 57, notifications and communications of the exercise of rights of conversion or exchange of securities, notifications and communications of the exercise of the option to purchase or sell securities, notifications
and communications of the exercise of the preemptive right to purchase securities, notifications and communications of acquisition or divestiture of relevant shareholding interest, as provided for in article 12 in CVM Instruction no. 358/2002, as amended, notifications and communications of the exercise of tag-along rights or drag-along rights, notifications and communications to request training or assembly of stock deposit certificates (units), as well as notifications and communications of consent or disagreement in relation to matters subject to prior approval by the BNDES Board of Directors by force of shareholder agreements; (iii.3) in the conclusion or termination of contracts for intermediation of operations carried out on a stock exchange or on an organized over-the-counter market, with brokerage firms or distributors of bonds and securities, as well as in the signing of amendments to such contracts and other documents relevant to the execution of brokerage services; (iii.4) in the execution of all unilateral declarations, contracts, contractual amendments and other legal acts necessary for the formalization of public offers for the divestiture of shares and other securities owned by BNDES, as well as the Manager of the National Privatization Fund FND, under the terms of Law 9,491/97, of September 9, 1997, notably in its articles 17 and 18, of Law 13,334/16, of September 13, 2016, notably in its article 1, §1, item III, as well as Decree no. 2,594/98, of May 15, 1998, notably in Articles 23 and 57, such as, but not limited to, Accreditation Letter, Request for Proposal RFP, the declaration provided for in Article 56 of CVM Instruction no. 400, of 12/29/2003, or another that may replace it, coordination contracts, firm guarantee of settlement, acquisition and placement of shares, contracts for the provision of services for stabilizing share prices, against provision of services with B3, differentiated share loan agreements, placement facilitation agreements, lock-up agreements, service of process agent appointment letters and closing certificates, in any case provided the preliminary acceptance of the offer dealings has been approved by the BNDES Board of Directors; and (iii.5) in the signing of documents destined to fulfill obligations with the Securities and Exchange Commission arising from the ownership of securities by BNDES, as well as the Manager of the National Privatization Fund FND, under the terms of Law no. 9,491/97, of September 9, 1997, notably in articles 17 and 18, of Law 13,334/16, of September 13, 2016, notably in article 1, paragraph 1, item III, as well as Decree no. 2,594/98, of 15 May, 1998, notably Articles 23 and 57, pursuant to the Securities Exchange Act of 1934, such as, but not limited to Schedule 13D forms and respective amendments, Schedule 13G forms and respective amendments; and (iv) the Grantees listed in items 1, 9, 10, 11, 12, 13, 14,
15, 16, 17, 18 and 19, always in conjunction with 2 (two), one being necessarily any of the Grantees listed in items 1, 9, 10, 11, 12, 13, 14 and 15: in the performance of all acts necessary to forward proposals or orders to financial institutions coordinating public offers for the acquisition or subscription of securities distributed through such offers, under the terms and conditions approved by the BNDES Board of Directors and may, for that purpose, sign any documents that are necessary for the said referral, provided that it is not included in the powers granted by means of this item (iv) the acts related to the cash settlement of any acquisition or subscription of securities in a public offering. The same powers granted to the Grantee listed in item 9 are conferred on their respective substitute in this capacity, among the Grantees listed in items 10 to 15. The same powers granted to the Grantee listed in item 1 are granted to their respective substitutes in this capacity designated in an Ordinance by the President of BNDES. In any event, the substitution of the powers now granted is prohibited. The pages of this instrument are initialed by Carlos Eduardo Fernandes de Oliveira, lawyer of BNDES, upon authorization of the legal representatives who sign it.
Rio de Janeiro, February 13, 2020
/s/ Gustavo Henrique Moreira Montezano |
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/s/ Saulo Benigno Puttini |
Gustavo Henrique Moreira Montezano |
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Saulo Benigno Puttini |
President |
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Managing Director |