ANNEX I TO THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING HELD ON DECEMBER 18, 2014 AT 10:00AM

Chapter I - Name, Registered Office, Corporate Purpose and Duration

Article 1 Sete Brasil Participações S.A. ("Company") is a corporation governed by these Bylaws and the applicable legal provisions, especially Law No. 6,404, of December 15, 1976 and subsequent amendments thereto ("Brazilian Corporations Law").

Article 2 The Company has its registered office and legal venue in the city of Rio de Janeiro, State of Rio de Janeiro, at Rua Humaitá, nº 275, rooms 802, 902 and 1302, Lagoa Corporate Building, Humaitá, CEP 22261-005.

Sole Paragraph By resolution of the Board of Directors, the Company can open, change, close or change the addresses of branches, agencies, offices or representations of the Company anywhere in the country or abroad, subject to legal formalities.

Article 3 The Company is engaged in (i) participation in other national or foreign companies as a shareholder or partner, joint ventures, partnerships and / or consortia aiming to acquire, sell, build, operate and / or charter: (i.a) of drilling rigs and other assets and vessels for exploration and production of oil and gas; (i.b) offshore support vessels and other equipment used in support of the exploration and production of oil and gas activities; and (i.c) shipyards and industrial facilities and other assets related to the shipping industry and; (ii) the provision of engineering services to companies directly or indirectly controlled by the Company.

Sole Paragraph The implementation of the corporate purpose of the Company shall comply with the provisions of the Business Plan.

Article 4 The term of the Company is indefinite.

Chapter II - Capital Stock and Shares

Article 5 The subscribed capital of the Company is R$ 8,251,500,000.00 (eight billion, two hundred fifty-one million, five hundred thousand reais), divided into 8,251,500,000 (eight billion, two hundred fifty-one million, five hundred thousand) shares, all registered common shares with no par value.

Paragraph 1 The Company is authorized to increase the capital stock up to the limit of R$ 9,115,784,188.42 (nine billion, nine hundred and fifteen million seven hundred eighty-four thousand, one hundred eighty-eight reais and forty-two cents) regardless of statutory amendment, by means of a resolution of the Board of Directors, who shall also establish the terms of the shares issuance, including price, term and payment, as set forth in the Business Plan.

Paragraph 2 The capital stock of the Company shall consist solely of common shares.

Paragraph 3 Each registered common share entitles to one vote at General Meetings of the Company.

Paragraph 4 The Company shall not issue participation certificates.

Paragraph 5 The ownership of the shares shall be evidenced by the inscription of the name of the shareholder in the book for "Registered Shares".

Paragraph 6 The shares are indivisible with respect to the Company. When the share belongs to more than one person, the rights shall be exercised by the representative of the condominium.

Paragraph 7 The Company may, by resolution of the Board of Directors grant options to purchase or subscribe for shares without preemptive rights to the shareholders, to the executives, directors and other officers of the Company.

Article 6 The subscribed and not paid up capital stock shall be paid up by means of capital calls sent by the Board of Directors, subject to the provisions set forth in the shareholders agreement filed at the Company headquarters and to the provisions of the Business Plan.

Chapter III - General Meeting

Article 7 Except as otherwise provided by law, the Annual General Meetings shall take place once a year, within four (4) months following the end of each fiscal year in order to decide on the matters that are prescribed by law.

Article 8 The Extraordinary General Meetings shall be held whenever necessary, when corporate interests so require, or the provisions of these Bylaws or applicable law require shareholder resolution.

Sole Paragraph General Meetings of shareholders shall be held at the Company's headquarters in Business Days.

Article 9 The Annual or the Extraordinary General Meetings, except as otherwise provided by law, shall be called (i) by the Chairman of the Board of Directors, on behalf of the Board of Directors; (ii) by two (2) members of the Board of Directors, together, on behalf of the Board of Directors; or (iii) by any shareholder holding 5% (five percent) of the capital stock of the Company, subject to all the formalities prescribed by law and these Bylaws, not less than fifteen (15) days prior to the meeting on first call, and 8 (eight) days prior to the meeting on second call.

Article 10 General Meetings shall be chaired by the Chairman of the Board of Directors or, in his absence, the Vice-President, and in the absence of both, by a replacement appointed by the Chairman of the Board and, in the absence of such an indication by a member of the Board of Directors or a shareholder appointed by shareholders holding the majority of the capital stock of the Company present at the General Meeting.

Paragraph 1 The President of the General Meeting shall choose the secretary among those present at the Meeting.

Paragraph 2 The President of the General Meeting shall not compute the votes cast in violation of the provisions of the shareholders agreement, filed at the Company's headquarters.

Article 11 A shareholder may attend and be represented at the General Meetings as provided for in Article 126 of the Brazilian Corporations Law , displaying documents that prove identity and, if applicable, upon presentation of power of attorney, duly registered under the law and with special powers.

Article 12 The General Meeting shall be convened with the presence of shareholders representing at least the majority of the shares of the Company entitled to vote, as provided by law.

Article 13 The resolutions of the General Meetings of the Company, except in special cases provided by law, these Bylaws and the Company's shareholders agreement filed at its headquarters, shall be taken by the absolute majority of votes of the shareholders of the Company, always subject to the provisions of Articles 14 and 15 hereunder.

Article 14 The approval of the matters hereunder by the General Meeting shall require the affirmative vote of shareholders representing at least 65% (sixty-five percent) of the voting capital of the Company

  • (i) any changes to the Bylaws;
  • (ii) reduction of the capital stock of the Company;
  • (iii) any transformation, consolidation, merger, spin-off or other form of corporate reorganization, including organization and / or acquisition of new Affiliates, involving the Company and / or its Subsidiaries, directly or indirectly, in accordance with applicable law;
  • (iv) dismissal at any time, of the members of the Company’s Board of Directors and of the Fiscal Council;
  • (v) authorization to the Board of Directors to file request for bankruptcy or for judicial or extrajudicial recovery of the Company and / or its Subsidiaries, in accordance with applicable law;
  • (vi) the liquidation and dissolution of the Company and / or its Subsidiaries, as well as the appointment of the liquidator;
  • (vii) approval of the extinction of subsidiaries, direct or indirect, in the country or abroad or termination of partnerships or joint ventures or consortia;
  • (viii) decide upon proposal of the Board of Directors on the assignment, transfer, disposal and / or encumbrance, in any way or form of the Company’s and / or its Subsidiaries’ equity interests and securities issued by other companies in the country or abroad, or participation of the Company and / or its Subsidiaries, in any consortium, partnership or joint ventures;
  • (ix) execution, amendment and / or termination of operations and business of any kind between the Company and any Related Party or between the Company’s Subsidiaries and between a Related Party of the Company, unless this transaction or deal with such Related Party is specifically envisaged in the Business Plan;
  • (x) execution, change and / or termination of operations and business of any kind by the Company and / or its subsidiaries not covered in its business plan that individually or jointly performed in the same fiscal year, have values higher than (a) 2% (two percent) of the total amount of SG & A of the annual budget ("Annual Budget") of the Company, or (b) 5% (five percent) for specific item of the Annual Budget of the Company;
  • (xi) decide on any offer to purchase Class A shares of any company in which the Company holds a direct or indirect interest, except as otherwise provided in shareholders agreement of those companies;
  • (xii) approval of the entry of new shareholder other than a shareholder of Fundo de Investimentos em Participações Sondas in the stock capital of the Company by means of subscription of new shares in capital increase, subject to the provisions of the shareholders’ agreement of the Company filed in its headquarters;
  • (xiii) decide on any amendments to the EPC Agreement, Charter Agreements, Services Agreements and Asset Maintenance Agreement, involving change of price, terms, guarantees, penalties, as well as conditions that may adversely affect the acceptance of any drilling rig by Petrobras, as well as the termination of such contracts
  • (xiv) execution, amendment and / or termination of the shareholders agreements of the Subsidiaries, directly or indirectly, by the Company;
  • (xv) the approval of the sale of Class B shares issued by the SPEs indirectly held by the Company, except to the companies listed in the shareholders agreement filed at the Company's headquarters;
  • (xvi) IPO and / or public offerings of shares of the Subsidiaries;
  • (xvii) the approval of the issuance of any bonds or securities convertible into shares by the Company and / or its Subsidiaries;
  • (xviii) the approval and amendment of the Business Plan of the Company and / or its attachments;
  • (xix) the approval of the execution of any loan and / or financing agreement, or any other indebtedness by the Company or its Subsidiaries not included in the Business Plan, or under different conditions therefrom;
  • (xx) resolution on the IPO and / or public offering of shares of the Company, pursuant to the Company's shareholders agreement filed at its headquarters;
  • (xxi) approval of the sale, purchase, lease, assignment and transfer of assets of the Company or any Subsidiary, that exceeds in a single operation or in the sum of several operations the amount US$ 15,000,000.00 (fifteen million U.S. dollars) in the same fiscal year.

Article 15 The approval of the matters listed below by the General Meeting shall require the affirmative vote of shareholders representing at least the majority of the voting capital of the Company:

  • (i) approval of the Annual Budget of the Company and its Subsidiaries;
  • (ii) resolution on the financial statements presented by the Board of Directors and the financial statements of its subsidiaries;
  • (iii) allocation of net income and the distribution of dividends;
  • (iv) granting of sureties, guarantees or warranties of any kind by the Company and / or its subsidiaries in disagreement with the Business Plan that individually or jointly, executed in the same fiscal year, exceeds R$ 10.000.000,00 (ten million reais);
  • (v) decide on stock split, reverse stock split, redemption or purchase of shares for cancellation or to be held in treasury;
  • (vi) approval, amendment and / or termination of the stock option plan for senior executives, directors and other officers of the Company and / or its Subsidiaries, provided that options to purchase shares to be granted by the Company and / or its Subsidiaries shall comply with the maximum limit of 5% (five percent) of the total shares issued by the Company, as approved by the General Meeting;
  • (vii) resolution on the annual remuneration of directors and officers;
  • (viii) resolution on the voting instruction concerning the exercise of preemptive rights, assignment, transfer or disposition of Class B shares in any company in which the Company holds a direct or indirect interest, except as otherwise provided in the shareholders agreements of those companies or the Business Plan; and
  • (ix) the election of members of the Board of Directors and the Fiscal Council of the Company, subject to the terms hereof and shareholder agreement at the Company headquarters.

Article 16 Resolutions of the General Meeting relating to the capital increase of the Company shall observe the provisions of the law and the Company's shareholders agreement filed at its headquarters, as well as the provisions of the Business Plan.

Paragraph 1 The General Meeting which approves any new investments to be made by the Company ("New Investment"), shall also approve the signing of all contracts and other documents necessary for the implementation of such new investment.

Paragraph 2 Regarding the approval of New Investments the Company's management shall disclosure to the Shareholders all contracts and other documents necessary to the implementation of such new investment. If the Company is unable to submit the final version of the documents at least the main terms and conditions of the New Investment must be submitted.

Paragraph 3 Once the approvals mentioned in this article are obtained, the Board of Officers is authorized to perform and execute all documents necessary to implement the New Investment, including without limitation the corporate and operational related documents.

Chapter IV - Company Management

Article 17 The Company shall be managed by a Board of Directors and the Board of Officers, which shall act according to the powers conferred by law and by these Bylaws, subject to the provisions set under the shareholders agreement filed at the Company’s headquarters.

Paragraph 1 The members of the Board of Directors and Board of Officers shall take office by signing the respective terms in the relevant minute book, remaining in office until the election and investiture of their successors, except as otherwise specified herein.

Paragraph 2 The total remuneration of the Board of Directors and the Board of Officers shall be established annually by the General Meeting and the Board of Directors to resolve its distribution.

Board of Directors

COMPOSITION

Article 18 The Board of Directors shall consist of at least eleven (11) and a maximum of seventeen (17) members and an equal number of alternate members, of whom one shall be the Chairman and another as Vice-President, elected by the General Meeting and be dismissed at any time, a unified term of one (1) year, reelection.

Paragraph 1 In the event of an initial public offering of shares of the Company, the Board of Directors shall be composed of at least 20% (twenty percent) of independent directors, which must be explicitly declared as such in the General Meeting that elect. Is considered independent adviser that (i) has no relationship with the Company, except for equity capital; (ii) is not a controlling shareholder, spouse or close relative of the controlling shareholder; (iii) is not and has not in the last 03 (three) years been related to a company or entity related to the controlling shareholder (excluding from this restriction people to public education and / or research); (iv) has not been in the last 03 (three) years an employee or director of the Company, the controlling shareholder or Subsidiary of the Company; (v) is not a supplier or buyer, direct or indirect, of the Company's products or services to an extent that implies loss of independence; (vi) is not an employee or officer of a company or entity offering or demanding services and / or products to the Company; (vii) is not a spouse or close relative of any director of the Company; (viii) does not receive any remuneration from the Company other than as director (excluding from this restriction financial proceeds of any equity interest).

Paragraph 2 When applying the percentage set out in paragraph 1 above results in a fractional number of directors, a rounding shall be made to the nearest whole number: (i) immediately above, if the fraction is equal to or more than 0.5 (five tenths); or (ii) immediately below if the fraction is less than 0.5 (five tenths).

Paragraph 3 Shall be considered independent directors those elected pursuant to the provisions of Article 141, paragraphs 4 and 5 of the Brazilian Corporations Law

Paragraph 4 The General Meeting will nominate one of the elect, the Chairman and the Vice-President of the Board.

Paragraph 5 May not be elected to the Board of Directors, unless waived by the General Meeting, the person who:

  • (i) is employed or holds a position in a company which may be considered a competitor of the Company; or
  • (ii) has or represents conflicting interests with the Company.

Paragraph 6 The Chairman of the Board of Directors, in addition to his own work scope and other duties set forth herein, is responsible for the following assignments:

  • (i) coordinate the activities of the two management bodies of the Company; and
  • (ii) call on behalf of the Board of Directors, the General Meeting and chair such meetings.

Paragraph 7 The Vice-President of the Board of Directors, in addition to the duties of his work scope, shall:

  • (i) replace the Chairman in the Board of Directors meetings in case of impediment, absence or vacancy, as provided in these Bylaws; and
  • (ii) monitor the management of the officers, to examine at any time the books and documents of the Company, request information about businesses, contracts and any other acts before or after concluded to this end to submit these matters to the Board of Directors.

Paragraph 8 Members of the Board of Directors shall take office by signing the respective entered in the Book of Minutes of the Board of Directors Meetings, upon presentation of statement prepared and signed in accordance with art. 147, § 4 of the Brazilian Corporations Law and other regulations issued by the CVM, remaining subject to the requirements, impediments, duties, obligations and responsibilities provided for in Articles 145 to 158 of the Brazilian Corporations Law

Paragraph 9 In case of permanent vacancy of any member of the Board of Directors, its alternate take office until new replacement is appointed by the General Meeting to complete the term of the member replaced.

Functioning of the Board of Directors

Article 19 The Board of Directors shall meet regularly until the last Business Day following the end of each quarter, and, extraordinarily, whenever necessary.

Paragraph 1 The meetings of the Board of Directors shall be convened by its Chairman with at least five (5) days prior to the meeting, with an agenda of issues to be addressed and all documents related to the decisions to be made, by notification writing, containing date, time, place and agenda of the day, delivered to all members, as follows: (i) personally by protocol; (ii) by posting the letter with acknowledgment of receipt; (iii) by facsimile transmission, with concomitant sending letter with acknowledgment of receipt; or (iv) by e-mail with confirmation of receipt. Any change in the agenda to be addressed, either by changing the matters already presented, either by the inclusion of new issues, the period of minimum notice provided herein shall be observed.

Paragraph 2 The meetings of the Board of Directors shall be held preferably at the Company headquarters. Meetings will be admitted via teleconference or video-conference, admitted their recording. Such participation shall be deemed as a personal attendance at that meeting. In this case, members of the Board of Directors who participate remotely in the meeting may vote on the date of the meeting, by letter or facsimile or electronic mail digitally certified.

Article 20 Meetings of the Board of Directors shall only be held with the presence of an absolute majority of its members.

Paragraph 1 Meetings of the Board of Directors shall be chaired by the Chairman of the Board of Directors, who shall appoint the secretary.

Paragraph 2 In case of temporary absence of the Chairman of the Board, the meetings shall be chaired by the Vice President or in his absence by a Board member chosen by the majority vote of the remaining members of the Board of Directors, and the Chairman of the meeting shall indicate Secretary.

Paragraph 3 In case of temporary absence of any member of the Board of Directors, the absent member, based on the agenda to be discussed, may vote in writing, by letter or facsimile delivered to Chairman of the Board of Directors at least one (1) Business Day prior to the date of the meeting, or by digitally certified mail, with proof of receipt by the Chairman of the Board, or such absent member shall be replaced by the respective alternate.

Article 21 Resolutions of the Board of Directors in relation to the Company and / or its Subsidiaries, except in special cases provided by law, these Bylaws, the Articles 22 and 23 below, and the Company's shareholders agreement filed at its headquarters will be taken by the affirmative vote of an absolute majority of the members of the Board of Directors, including the votes cast in accordance with Article 20, Paragraph 3 hereof.

Paragraph 1 After the meeting, the minutes must be signed by all directors present at the meeting, and later transcribed to the Book of Minutes of the Board of Directors Meetings. The votes cast by directors who participate remotely in the meeting of the Board or that have manifested themselves in the form of Article 20, Paragraph 3 hereof, shall also be included in the Book of Minutes of the Board of Directors Meetings, and a copy of the letter, facsimile or electronic mail, as the case may be, containing such member’s vote shall be attached to the respective book after the transcription of the minutes.

Paragraph 2 Shall be published and filed before the commercial registry the minutes of the Board of Directors meetings containing resolutions destined to affect third parties.

Paragraph 3 The Board of Directors may invite other participants to its meetings, in order to provide information of any kind, provided that such participants are not allowed to vote.

Competence

Article 22 The Board of Directors shall decide on the matters below, which depend upon the affirmative vote of at least 75% (seventy five percent) of the members of the Board present at the meeting, subject to the provisions of the sole paragraph below:

  • (i) approve the issuance of shares, within the limit of the authorized capital, and capital calls, according to the Business Plan of the Company
  • (ii) approve of the execution, change and / or termination of operations and business of any nature, not provided in the Business Plan that, individually or jointly performed in the same fiscal year are below 2% (two percent) of the overall value of SG & A of the Annual Budget of the Company or that could lead to breach of any obligation undertaken by the Company;
  • (iii) establishment of the general criteria for compensation and benefits policies (indirect benefits, variable pay, profit sharing and / or sales) of the officers, the senior employees (managers or those occupying management positions in the Company) and employees; and
  • (iv) decide on the exercise of voting rights by the Company in General Meetings of Shareholders and / or membership meetings or amendments to the bylaws of any Subsidiary that require qualified quorum for deliberation in their bylaws and / or vote agreements, including with respect to decisions about changes in the rules, limits and fund management renewal, performance and reserve account for eventualities.

Sole Paragraph When applying the percentage set in the caput of Article 22 above result in a fractional number of members there shall always be rounded to the next higher integer.

Article 23 Without prejudice to Article 22 above, the Board shall also decide on the matters below, which depend on the affirmative vote of at least the majority of members of the Board of Directors:

  • (i) give opinion on the management report and the accounts presented by the Board of Officers as well as on the financial statements to be submitted to the General Meeting;
  • (ii) decide, upon proposal of the Board of Officers, the granting of sureties, guarantees or warranties of any kind by the Company and / or by its Subsidiaries not provided in the Business Plan, which individually or jointly performed in the same fiscal year have values equal to or less than R$ 10.000.000,00 (ten million reais);
  • (iii) propose to the General Meeting the destination to be given to the remaining profits of each fiscal year;
  • (iv) authorize any change in accounting policies or reporting of the Company, except as required by accounting principles generally accepted in the jurisdictions in which the Company or its Subsidiaries operate;
  • (v) approve the hiring and replacement by the Company, of independent auditors, subject to the provisions of Article 47 below;
  • (vi) approve the granting of options to purchase or subscribe for shares without shareholder’s preemptive rights, to the senior executives, directors and officers of the Company, subject to the limit of 5% (five percent) of the total shares issued by the Company, as approved by the General Meeting;
  • (vii) provide for the order of their work and establish rules for its operation, subject to the provisions hereof and the Company's shareholders agreement filed at its headquarters;
  • (viii) approval of the hiring of independent financial institutions responsible for managing fund performance, renewal fund, reserve account for eventualities observed in any case, that the contracted financial institution should be considered first-line by international rating agencies in prior to the contract year; and
  • (ix) review and submit the Annual Budget to the Annual General Meeting, as well as the general business guidance.
  • (x) change the category of registration as a public company of the Company before CVM.
Board of Officers

Composition

Article 24 The Board of Officers shall consist of four (4) Officers: (i) one (1) Chief Exucutive and Investor Relations Officer; (ii) one (1) Chief Financial Officer; (iii) one (1) Chief Engineering Officer; and (iv) one (1) Chief Operations and Partner Relations Officer, which shall be shareholders or not, resident in the country, elected and dismissed at any time by the Board of Directors, for a term of three (3) years, remaining in their office until their successors are elected and take office, reelection and overlapping of functions of one or more Officers by a single Officer is permitted.

Article 25 The Officers shall be freed from posting bond.

Article 26 The Board of Officers shall manage business in general and shall practice all the necessary acts for this, except for those matters subject by law or by these Bylaws to the General Meeting or to the Board of Directors.

Article 27 In case of vacancy of any Officer, any member of Board of Officers may notify the Chairman of the Board of Directors to convene the meeting of the Board of Directors to elect a new Officer to replace the vacant position. In case of vacancy of the Chief Executive and Investor Relations Officer, the Chief Financial Officer shall practice the urgent actions of such Officer, until the new Chief Executive and Investor Relations Officer is elected. In case of vacancy of any Officer, the Chief Executive and Investor Relations Officer may appoint another Office to practice the urgent actions of such Officer, until the meeting of the Board of Directors mentioned above takes place. The newly elected Officer shall complete the remainder of replaced Officer’s term of office.

FUNCTIONING OF THE BOARD OF OFFICERS

Article 28 The Board of Officers shall meet whenever required by the corporate business, being called by any of its members with a minimum notice of two (2) days prior to the meeting, with an agenda of issues to be addressed and all the documents related to the decisions to be made, by written notification containing the date, time, location and agenda, delivered to all members, as follows: (i) personally by protocol; (ii) by posting the letter with acknowledgment of receipt; (iii) by facsimile transmission, with concomitant sending letter with acknowledgment of receipt; or (iv) by e-mail with confirmation of receipt.

Article 29 The meetings of the Board of Officers shall be held with the presence of a majority of its members in office.

Paragraph 1 Decisions at meetings of the Board of Officers shall be taken by unanimous vote of those who attended the meeting, and those who have cast their votes pursuant to Paragraph 2 of this Article.

Paragraph 2 In the case of temporary absence of any Officer, the absent member may, based on the agenda of matters to be discussed, vote in writing, by letter or facsimile delivered to the Chief Executive and Investor Relations Officer with 1 (one) Business Day prior to the date of the meeting, or by digitally certified mail, with proof of receipt by the Chief Executive and Investor Relations Officer, or any other, if such Officer is absent.

Article 30 The meetings of the Board may be held by teleconference, videoconference or by other means of communication. Such participation shall be deemed as a personal attendance at that meeting. In this case, the Board of Officers members participating remotely in the meeting shall vote by letter, facsimile or electronic mail digitally certified.

Article 31 After the meeting minutes shall be drawn, which must be signed by all directors physically present at the meeting and subsequently transcribed in the Minutes Book of the Board of Officers Meetings. The votes cast by Officers participating remotely in the Board meeting or who have manifested themselves in the form of Paragraph 2 of Article 29, shall also be included in the Book of Minutes of the Board of Officers Meetings, and a copy of the letter, facsimile or email , as appropriate, with the vote of the Director shall be attached to the relevant book after transcription of the minutes.

COMPETENCE

Article 32 The Officers shall have the duties assigned to them in these Bylaws or in the internal bylaws approved by the Board of Directors and shall exercise the voting rights on behalf of the Company in its Subsidiaries and implement New Investments (subject to the provisions set forth in these Bylaws, in the shareholders agreement, filed at the Company’s headquarters and in the approvals required by these Bylaws, if necessary).

Article 33 In addition to the duties prescribed by law, the Bylaws and the Company's shareholders agreement filed at its headquarters, the Board of Officers shall, as a collective, observed the assignments and resolutions of the General Meeting and / or the Board of Directors:

  • (i) execute the Business Plan, as well as the work assigned to it by the Board of Directors;
  • (ii) prepare annually the management report as well as balance sheets, if requested by the Board of Directors, the financial statements required by law and the proposal for the allocation of profits;
  • (iii) prepare and approve every sixty (60) days, the follow up report for the annual budget ("Monitoring Report");
  • (iv) submit to the Board of Directors the annual budget of the Company, and to the General Meeting any amendments to the Business Plan;
  • (v) select and approve the hiring of services of financial advisors of the Company, except for those specified in clause (viii) of Article 23 above;
  • (vi) submit to the General Meeting any assignment, transfer or disposition of Class A shares;
  • (vii) all management acts necessary to achieve social goals, always observing the provisions of the Business Plan and the resolutions of the Board of Directors and the General Meeting, as the case may be, such as (a) grant sureties or warranties of any kind by the Company in accordance with the Business Plan; (b) enter into loan and financing contracts; (c) open and operate bank accounts, issue and endorse securities; and (d) hire and fire employees; and
  • (viii) approve any amendment to the EPC Agreements, except as provided in Section 14 (xiii) hereof.

Paragraph 1 When the General Meeting and / or the Board of Directors approve and instruct the vote exercise by the Company in the General Meetings and / or membership meetings of its Subsidiaries or the amendment to the bylaws of any of its Subsidiary (and the Subsidiaries in their respective subsidiaries), shall not be required resolution of the Board of Officers to instruct such voting right exercise.

Paragraph 2 The Chief Executive and Investor Relations Officer shall, besides coordinating the activities of the Officers, manage the execution of activities related to the general plan of the Company and perform other actions that may be established by the Board of Directors as of his election: (i) plan, coordinate, organize, supervise and manage the activities of the Company; (ii) chair the meetings of the Board of Officers; (iii) keep the members of the Board of Directors informed about the Company's activities and the progress of its operations; (iv) exercise general supervision of the powers and duties of the Board of Officers; (v) represent the Company before the controlling bodies and other institutions operating in the capital market where the securities issued by the Company are admitted to trading; (vi) to represent the Company before investors providing the necessary information; (vii) monitor the compliance with the obligations set forth in these Bylaws and report to the General Meeting and the Board of Directors, upon request, its findings, reports and investigations; (viii) provide the maintenance of the registration of public company before the CVM; and (ix) perform other actions that may be established by the Board of Directors.

Paragraph 3 The Chief Financial Officer, among other assignments that may be established by the Board of Directors upon his election, shall: (i) plan, coordinate, organize, supervise and direct the activities related to the financial operations of the Company; (ii) manage the Company's consolidated finances; (iii) propose goals for the performance and results of the various areas of the Company, its Subsidiaries and its Affiliates; (iv) propose the budget of the Company; (v) monitor the results of its Subsidiaries and its Affiliates; (vi) prepare the financial statements and the management report; (vii) coordinate the implementation and evaluation of investment opportunities and financial transactions in the interest of the Company, its Subsidiaries and its Affiliates; (viii) develop and monitor business and investment plans of the Company; and (ix) prepare and follow up the Company’s organization plan and issue the corresponding rules.

Paragraph 4 The Chief of Engineering Officer, among other assignments that may be established by the Board of Directors upon his election, shall: (i) ensure delivery of projects on time, according to the cost and quality agreed; (ii) ensure the contracted percentage of local content; (iii) manage and coordinate all activities related to the development of all the Company's projects; (iv) manage environmental issues provided for in the EPC Agreements and comply with the covenants of investment contracts; (v) provide the technical information required for maintenance and renewal of the Company's insurance; (vi) plan and implement management methodology and governance model of engineering projects; (vii) monitoring engineering projects; (viii) technically supervise projects and engineering works; (ix) provide technical support for internal and external customers with respect to engineering projects; (x) act as a catalyst for entities involved in engineering projects of the Company aiming to seek and disseminate lessons learned and best practices in the oil and gas industry technologies; (xi) technical support to the Company’s lenders and technical associations; and (xii) technically support Sete Brasil and the other entities involved in engineering projects, ensuring local content and meeting the other requirements and goals established for the portfolio.

Paragraph 5 The Chief of Operations and Partner Relations Officer, among other assignments that may be established by the Board of Directors upon his election, shall: (i) evaluate proposals and comment on the Company's interest regarding potential participation in any new business, in any form, whether through partnerships, equity, consortia, joint ventures, or other; (ii) provide feedback and discuss the cost and amount of new business that the Company and / or any of its Subsidiaries will participate; (iii) monitor and control the activities of subsidiaries and companies in which the Company participates or with which it is associated specifically with regard to corporate relations, participation and representation of the Company's management and supervisory bodies of companies or enterprises, aiming to achieve good corporate governance and the same objectives and strategic goals of Sete Brasil; (iv) manage and coordinate all activities related to Company’s participation in its Subsidiaries and / or in any other companies and projects of any nature; (v) monitor the relationship with the partner-operators, providing information and promoting / participating in committees / events relevant to the area; (vi) plan, implement and coordinate proposals, contracts and other actions before customers, cherishing for the long-term relationship and the interests of Sete Brasil; (vii) set the cost of operation of the Company and its Subsidiaries; (viii) evaluate and determine the technologies to be adopted by the Company in the operational phase; (ix) ensure the proper planning of operations, through the dissemination of good practices, the qualification of manpower and assistance to technical requirements; and (x) contribute to the efficiency of operations to oversee the proper planning and execution of maintenance.

Representation of the Company

Article 34 The Company shall be represented before others, in or out of court, by (i) two (2) Officers acting jointly; (ii) one (1) Officer acting jointly with one (1) agent with special powers, properly constituted; or (iii) by two (2) agents with special powers, duly appointed, acting jointly.

Article 35 The attorney shall be granted on behalf of the Company, upon the signature of two (2) Officers, and shall specify the powers granted and, except those for legal purposes, have limited validity period to a maximum of one (1) year.

Chapter V - the Fiscal Council

Article 36 The Company shall have a Fiscal Council that functions permanently and shall consist of up to five (5) members and an equal number of alternates, shareholders or not, elected annually by the General Meeting deciding on the accounts of the fiscal year. The Fiscal Council shall have the duties and powers conferred by law.

Paragraph 1 The remuneration of the members of the Fiscal Council shall be fixed by the General Meeting in which its members are elected, subject to legal limits.

Paragraph 2 In case of temporary absence of any member of the Fiscal Council, such member shall be replaced by the respective alternate.

Paragraph 3 In case of vacancy, the Fiscal Council shall convene a General Meeting, based on the prerogative set under item V, of Article 163 of the Brazilian Corporations Law, with the purpose of electing a replacement and an alternate to hold office until the expiration of mandate of the Fiscal Council.

Paragraph 4 Meetings of the Fiscal Council shall be convened by any of its members with a minimum of five (5) days prior to the meeting, with an agenda of issues to be addressed and all documents related to the decisions to be made by written notification containing date, time, place and agenda of the day, delivered to all members, as follows: (i) personally by protocol; (ii) by posting the letter with acknowledgment of receipt; (iii) by facsimile transmission, with concomitant sending letter with acknowledgment of receipt; or (iv) by e-mail with confirmation of receipt.

Paragraph 5 The meetings of the Fiscal Council shall be held with the presence of at least three (3) members, and the decisions shall be taken by majority vote of the members present.

Paragraph 6 Meetings of the Fiscal Council may be held by teleconference, videoconference or other means of communication. Such participation shall be deemed as a personal attendance at that meeting. In this case, the Fiscal Council members participating remotely in the meeting shall express and formalize their votes or opinions by letter, facsimile or electronic mail digitally certified.

Paragraph 7 After the meeting minutes, which must be signed by all the members of the Fiscal Council physically present at the meeting and subsequently transcribed in the Book of Minutes of the Fiscal Council Meetings shall be drawn. The votes or opinions expressed by the members of the Fiscal Council who participated remotely in the meeting or that have manifested themselves according with the Paragraph 6, in fine, of this Article, shall also sign the Book of Minutes of the Fiscal Council Meetings, and the copy of the letter, facsimile or email, as the case may be, containing the vote or opinion of such member, shall be attached to the relevant book after transcription of the minutes.

Chapter VI - Fiscal Year, Profits and Dividends

Article 37 The fiscal year shall begin on January 1st and shall end on December 31st each year, when the financial statements provided for in the applicable legislation shall be prepared.

Article 38 The accumulated losses, if any, shall be deducted from the year income, before any interest, as well as the provision for income tax and social contribution on net profit. The net profits shall be destined successively and in the following order:

  • (i) 5% (five percent) shall be applied, before any allocation in the legal reserve, which shall not exceed 20% (twenty percent) of the capital;
  • (ii) a portion, by proposal of the management bodies, may be allocated in the Contingencies Reserve, as provided for in Article 195 of the Brazilian Corporations Law;
  • (iii) a portion, by proposal of the management bodies, may be retained based on a capital budget previously approved pursuant to Article 196 of the Brazilian Corporations Law;
  • (iv) the amount corresponding to at least 25% (twenty five percent) of the net profit, after the deductions and additions provided for in Article 202, II and III of the Brazilian Corporations Law, shall be distributed to shareholders as mandatory dividends; and
  • (v) the fiscal year in which the amount of the mandatory dividend exceeds the realized portion of net profit, the General Meeting may, upon proposal of the management bodies, allocate such exceeding amounts to the Surplus Reserve, subject to the provisions of Article 197 of the Brazilian Corporations Law

Paragraph 1 The General Meeting may assign to the Company's management members profit sharing under § 1 of Article 152 of the Brazilian Corporations Law.

Paragraph 2 The Company may pay interest on shareholders' equity, which may be attributed to the mandatory dividend.

Article 39 The Company may rise biannual and / or quarterly financial statements, and based thereon may declare interim dividends or interest on shareholders’ equity by resolution of the Board of Directors. The interim dividends and interest on shareholders’ equity provided for in this Article may be attributed to the mandatory dividend.

Chapter VII - Settlement

Article 40 The Company shall be liquidated in the cases provided by law, the General Meeting is the competent body to determine the form of liquidation and to appoint a liquidator.

Chapter VIII - Arbitration

Article 41 Friendly Settlement. If there is any Conflict (as defined below), the Shareholders shall use their best efforts to resolve the Conflict amicably. For this purpose, any Shareholder may notify the other of its intention to initiate the procedure described in this Article, by which the Shareholders shall meet to attempt to resolve such Conflict through friendly discussions and good faith.

Paragraph 1 If the shareholders fail to reach consensus in accordance with the caput of this Article 41 within thirty (30) days from receipt of notice from any shareholder, then the Conflict shall be resolved by arbitration, as described in Article 42 hereunder.

Article 42 Any dispute, questions, conflictsor discrepancies of any nature arising out of or related to, or governed by this instrument ("Conflict") involving any of the shareholders (jointly, "Involved Parties" and individually, each one a “Involved Party”), shall be settled by arbitration to be conducted before and managed by the Center for Mediation and Arbitration of the Chamber of Commerce Brazil-Canada ("Chamber").

Paragraph 1 The arbitration shall be conducted in accordance with the procedural rules of the Chamber in force at the time of Arbitration ("Rules of the House").

Paragraph 2 The arbitration shall be held by a tribunal of three arbitrators, preferably registered with the Bar Association of Brazil ("Arbitration Court").

Paragraph 3 Each Involved Party shall appoint one arbitrator. If there is more than one applicant, they shall jointly indicate a sole arbitrator; if there is more than one defendant, they shall jointly indicate a sole arbitrator. The third arbitrator, who shall chair the Arbitration Court, shall be chosen by mutual agreement by the arbitrators appointed by the Involved Parties.

  • (a) Any omissions, denials, disputes, doubts and lack of agreement on the appointment of the arbitrators by the Involved Parties or on the choice of the third arbitrator shall be settled by the Chamber.
  • (b) The procedures of this Article shall also apply to cases of arbitrator replacement.

Paragraph 4 The arbitration shall be held in the municipality of Rio de Janeiro, State of Rio de Janeiro, the Arbitration Court may, with justification, choose to perform specific actions in other locations.

Paragraph 5 The arbitration shall be conducted in English.

Paragraph 6 The arbitration shall be substantiated on the law, by applying the rules and principles of the legal system of the Federative Republic of Brazil.

Paragraph 7 The arbitration shall be completed within six (6) months from the date of signing of the instrument of arbitration, and may be extended under justification by the Arbitration Court.

Paragraph 8 Arbitration shall be confidential.

Paragraph 9 The Arbitration Court shall allocate between the parties, according to the criteria of fees of suit, reasonably and proportionality, the payment and reimbursement of (i) the fees and other amounts due, paid or reimbursed to the Chamber, (ii) the fees and other amounts due paid or reimbursed to arbitrators, (iii) the fees and other amounts due, paid or reimbursed to the experts, translators, interpreters, typists and other auxiliary eventually appointed by the Arbitration Court, (iv) the legal fees of suit fixed by the Arbitration Court and (v) any indemnification for litigation in bad faith. The Arbitration Court shall not condemn any of the Involved Parties to pay or reimburse (i) contractual fees or any other due, paid or reimbursed amount by the other party to their lawyers, technical assistants, translators, interpreters and other auxiliary nor (ii) any other amount due, paid or reimbursed by the other party with respect to the arbitration, like copying expenses, endorsements, consularizations and travel expenses.

Paragraph 10 The decisions of the Arbitration Court shall be final and binding, and shall not require court approval nor be object of appeal, except for requests to the Arbitration Court for correction and clarification as provided for in art. 30 of Law No. 9,307 / 96 and for eventual annulment action based on art. 32 of Law No. 9,307 / 96.

Paragraph 11 Prior to the instatement of the Arbitration Court, any of Involved Parties may request the Judiciary emergency measures, given that any request for an urgent measure to the Judiciary does not affect the existence, validity and effectiveness of the arbitration agreement, nor represent a waiver with respect to the necessity of submission of the Conflict to arbitration. After instatement of the Arbitration Court, the requirements of urgency measure shall be directed to the Arbitration Court. The emergency measures granted by the Judiciary may be reviewed by the Arbitration Court after its instatement.

Paragraph 12 For (i) control measures prior to the instatement of the Arbitration Court; (ii) the enforcement of decisions of the Arbitration Court, including the final sentence and eventual partial sentence; (iii) eventual annulment action based on art. 32 of Law No. 9,307 / 96; and (iv) Conflicts that under Brazilian law cannot be submitted to arbitration, is elected the Courts of Rio de Janeiro, State of Rio de Janeiro, as the only competent, dismissed all others, regardless of how special or privileged they might be.

Chapter IX - General Provisions

Article 43 Any omissions in these Bylaws shall be resolved by the General Meeting and governed in accordance with the provisions of the Brazilian Corporations Law

Article 44 The Company shall observe and comply with the provisions set forth in the Shareholders Agreement, filed at the Company’s headquarters and duly annotated in the respective books, observing the provisions of Article 118 of the Brazilian Corporations Law

Article 45 Under the occurrence of the Company’s initial public offering , the Company's Bylaws shall be adjusted in order to be compatible with the rules applicable to the Novo Mercado or any other Listing Rules that eventually replace it.

Article 46 The Company shall at all times, have its accounts audited by independent auditors registered before the CVM, which shall be internationally renowned and chosen by the Board of Directors of the Company.

Article 47 The Company, through its Board of Officers, shall make available to shareholders copies of all contracts entered into with Related Parties, shareholder agreements and stock option to purchase shares or other securities issued by the Company, within 20 (twenty) days after the signing such documents.

Article 48 At any time, the Company shall indemnify and hold-harmless, including, without limitation, the payment of fines of any kind, to its administrators as well as to its national or international affiliate’s administrators, in which the Company holds a majority stake, and, still, to other representatives of the Company and its affiliates when acting in the exercise of their powers, besides maintaining a permanent insurance agreement in favor or those said administrators and representatives, to hold them harmless from any liability for lawful acts arising from the regular exercise of their position, function or power, covering the entire period of performance of their respective position, function or power. The Company shall ensure, at any time, the payment of costs with lawyer or defense costs of such administrators and representatives in court and in administrative litigation, which relates to legitimate acts arising from the regular exercise of their position, function or power in the Company or in its Subsidiaries.

    Paragraph 1 The guarantee predicted in this Article extends to members of the Fiscal Council as well as to     all employees and agents who legally act under delegation of the Company´s administrators.

    Paragraph 2  The guarantee predicted in this Article does not apply in the event of irregular acts or     oppressive or spurious administration, or in case of acts or omissions proven guilty or intentional, harmful to     the Company or its Subsidiaries, performed by these administrators, attorneys, tax advisors, employees and     or agents, in which case the Company may seek compensation for moral and/or material damage caused to     the Company or its Subsidiaries; and, in case of any claim formulated by third parties, obtain     compensation/reimbursement of all expenses incurred by the Company to ensure its defense; moral or     material damage caused to the Company or its Subsidiaries. Furthermore, the guarantee mentioned in this     Article shall also not be applicable in the event the Company and/or its national or international Subsidiaries     comes to question, in court or out of court, any act or omission practiced by such administrators, attorneys,     tax advisors, employees and or agents.

    Paragraph 3 The guarantee predicted in this Article in only effective in relation to the Company´s     managers, administrators of national or international affiliates in which the Company holds a majority stake,     other representatives and independent directors of the Company and affiliates already engaged in the     position, function or power during the period of 18/12/2014, as well as to those who comes to occupy or     develop, in the future, a position, function or power.

Article 49 For the purposes hereof:

  • "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlled by, or under common control of the controller of the first Person. For purposes hereof, the term "Control" shall have the meaning assigned to them by Article 116 of the Brazilian Corporations Law, also observed the definition of "Subsidiary" below.
  • "Charter Agreement" means any drilling rig charter contract executed by the Company's Subsidiaries.
  • "EPC Agreement" means any contract for construction of drilling rigs executed by the SPEs.
  • "Asset Maintenance Agreement" means any contract for maintenance of drilling rigs, its equipments and accessories executed by the Company's Subsidiaries.
  • "Service Agreement" means any contract for provision of operation services of drilling rigs to be executed between Petróleo Brasileiro S.A. - Petrobras and operator of each drilling rig.
  • "Subsidiary" means any partnership, joint venture, trust or other form of business organization in which the Company holds Control, direct or indirect, individual or shared with third parties, in Brazil or abroad.
  • "CVM" means the Brazilian Securities and Exchange Commission
  • "Business Day" means any day except Saturdays, Sundays and other days in which commercial banking institutions in the state of Rio de Janeiro, Brazil, are closed or authorized by law or ordinance determining to close.
  • "EFPCs" means any closed pension fund, which has as main objective to establish and implement pension benefit plans in the form of Supplementary Law 109/01.
  • "Related Party" (i) in relation to a Person (other than an individual), any of its Affiliates or their respective shareholders, employees, agents, representatives, commissioners, partners and / or managers, and (ii) in relation to an individual, (a) ascendants and descendants in direct line, spouse and / or relatives of 1st to 4th degrees, or (b) any of its Affiliates or Affiliates of the persons mentioned in the item "(a)" above and their shareholders, employees, agents, representatives, commissioners, partners and / or managers of all these Affiliates.
  • "Person" means any individual, legal entity or unincorporated organization, including, without limitation, any company of any kind, trust, partnership, association, joint venture, investment funds and universality of rights.
  • "Business Plan" means the Company's business plan and its annexes, as amended from time to time.
  • "SG & A" means that portion of the Annual Budget allocated to general and administrative expenses of the Company.
  • "SPEs" means the special purpose companies located in the Netherlands, consisting solely to contract construction, to own or freight drilling rigs for Petróleo Brasileiro S.A. - Petrobras, its Affiliates or other companies operating in the oil industry.
Last updated on 2017-03-27T14:19:23

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