Chapter VIIIGeneral Provisions
Art.
52-
The activities of Petrobras shall obey the Basic Plan of Organization, approved by the Board of
Directors, which shall contain, among others, the organization model and define the nature and responsibilities of each unit of the general structure and the subordination relations necessary to the operation of Petrobras, pursuant to these Bylaws.
Art. 53
The fiscal year shall coincide with the calendar year, ending on December 31 of each year, when the balance sheet and other
financial statements shall be prepared and shall meet the applicable legal provisions.
§1
Subject to legal provisions The Company shall
prepare quarterly balance sheets, making interim dividend payments based on earnings or interest on own capital verified in such balance sheets, by resolution of the Board of Directors, subject to legal provisions.
§2
The Board of Directors may approve the payment of intermediate dividends to the profit reserve account existing in the last balance sheet
approved at the General Meeting.
§3
Intermediate and interim dividends and interest on equity shall be allocated to the minimum
mandatory dividend.
Art.
54-
On the funds transferred by the Federal Government or deposited by minority
shareholders, for the purpose of increasing the capital of the Company, financial charges equivalent to the SELIC rate from the day of transfer to the date of capitalization shall apply.
Art.
55-
Petrobras will shall allocate, from the net profit assessed on its annual Balance Sheet, the share of
0.5% (five tenths percent) of
paid-in
capital, for the constitution of a special reserve intended to the costing of research and technological development programs of the Company.
Sole paragraph.
The accrued balance of the reserve provided for in this article shall not exceed 5% (five percent) of
paid-in
capital.
Art.
56-
Once the distribution of the minimum
dividend referred to in art. 8 of these Bylaws is decided, the General Meeting, in compliance with the terms of corporate legislation and specific federal norms, may assign specific percentages or gratuity to the members of the Executive Office of
the Company, as variable remuneration.
Art.
57-
The Executive Board may authorize the practice of
reasonable gratuitous acts for the benefit of employees or the community in which the company participates, including the donation of
non-existent
goods, in view of their social responsibilities, as provided
in § 4 of art. 154 of the Corporate Law.
Art. 58 -
The Company, shareholders, administrators and members of the Fiscal Council undertake to
resolve, through arbitration, before the Market Arbitration Chamber, any dispute or controversies that may arise among them, related to or arising, in particular, from the application, validity, effectiveness, interpretation, violation and effects
of the provisions contained in the Brazilian Corporation Law, Law 13303, of June 30, 2016, in the Companys Bylaws, in the rules issued by the National Monetary Council, Banco Central do Brasil and the Securities and Exchange Commission,
as well as in other rules applicable to the operation of the general stock market, in addition to those contained in the Level 2 Regulation, Arbitration Regulation, Participation Agreement and Level 2 Sanctions Regulation.
Sole Paragraph.
The provisions of the main section do not apply to disputes or controversies relating to Petrobras activities based on article 1
of law No. 9,478, of August 6, 1997, and subject to the provisions of these Bylaws with respect to the public interest, which justified the creation of the company, as well as to disputes or controversies involving unavailable rights.
Art.
59-
Contracts entered into by Petrobras for the acquisition of goods and services shall be preceded by a
bidding procedure, in accordance with the applicable legislation
Art.
60-
To compose its proposals to
participate in bids prior to the concessions dealt with in Act 9,478 of August 6th, 1997, Petrobras may sign
pre-contracts,
by issuing letters of invitation, assuring prices and commitments for the supply of
goods and services.
Sole paragraph.
The
pre-contracts
shall contain a resolution clause in its own right,
to be exercised without penalty or indemnity of any kind in the event another bidder is declared the winner, and shall be later submitted to the appreciation of external control and monitoring bodies.
Art. 61-
The sale of the shareholding control of Petrobras, either through a single operation or through successive operations, may only be contracted
under the condition, suspensive or resolving, that the acquirer undertakes, observing the conditions and the terms established in current legislation and in the Level 2 Regulation, make a public offer for the acquisition of the shares of the
other shareholders, to assure them equal treatment to that given to the selling controlling shareholder.
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