CC: Mr. Fernando Soares Vieira, Superintendent of Corporate Relations, CVM Mr. Ivan de Souza Monteiro, Investor Relations Director, Petrobras SA

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1 AMEC/President Letter No. 10/2016 São Paulo, September 5th, To Mr. Leonardo Porciúncula Gomes Pereira Chairman Rua Sete de Setembro, 111, 23º andar, Centro. Rio de Janeiro - RJ CEP CC: Mr. Fernando Soares Vieira, Superintendent of Corporate Relations, CVM Mr. Ivan de Souza Monteiro, Investor Relations Director, Petrobras SA Subject: CVM Decision on 08/16/ Applicability of Article 253 to BR Distribuidora Dear Sirs, Once again, the Association of Capital Market Investors AMEC, submits to you important considerations for the development of our capital market, particularly regarding regulatory and self-regulatory interpretations and its impacts on minority investors. We refer to the case above, in which the CVM Board decided - by a majority and contrary to the reiterated position of the Superintendence of Corporate Relations on the inapplicability of the preemptive right under Article 253 in any private sale of shares of BR Distribuidora.

2 Our positioning is divided in 4 parts: (1) The Amec's Vision on Article 253; (2) Decision of the Board and cited precedents; (3) reflections on hermeneutics of Law 6,404 / 76 regarding the protection of minority shareholders; and (4) Suggestions for Petrobras. 1- The Amec s Vision on Article 253 It is well Known that Petrobras needs to dispose of assets to get through the crisis which hit the company. It is also undisputed that merger and acquisition transactions are healthy and necessary not only for the development of the capital market, but even for the health of our companies and the Brazilian economy. In this context, it is easy to conclude that the provision of Article 253 of Law 6,404 / 76 seems too heavy to protect shareholders of the parent companies, as it introduces an important obstacle to legitimate transactions that benefit all shareholders. It is obvious that the sale of shares of a wholly-owned subsidiary may be a strategy to "steal" value of a publicly held company. But this only occurs if the sale is made against the interests of society or in situations of conflict of interests (for example, the sale to a related party). Whatever the case, it should be seen in isolation, and not broadly as it happens on Article 253. In Amec s opinion, therefore, the rule needs further improvement. But, as it has been done, case by case, it generates far more damages to the capital market, as we shall see below. 2- Decision of the Board and the Mentioned Precedents. In the case in question, the CVM Board decided contrary to the opinion of the technical area (SEP), which, in Amec s opinion, reflects more adequately the interpretation to be given to the current legal text. Nevertheless, the Board, by a majority, understood that the preemptive right prescribed in the provision only applies if the wholly-owned subsidiary has been formed by the merger of shares. We respectfully ask for permission to say that such positioning seems to extrapolate the CVM's interpretative mandate in relation to corporate law, because the law does not permit limiting the right to the way the wholly-owned subsidiary is created. The law is clear, directed to any wholly-owned subsidiary: Article 253. In proportion to the shares held in the company's capital, shareholders will have preemptive rights to: I - buy shares of the wholly-owned subsidiary, if the company decides to sell them in whole or in part; and

3 II - subscribe the increase in capital of the wholly-owned subsidiary, if the company decides to admit other shareholders. Sole paragraph. The shares of the increase of wholly-owned subsidiary's capital will be offered to the company's shareholders at a shareholders' meeting called for this purpose, applying to the hypothesis, where applicable, the provisions of Article 171. The Board based its decision on the precedent set by the CVM Process RJ 2010/13425 (Lightger) and PAS CVM RJ 2010/9078 (Sadia). Preliminarily, we understand that SEP correctly points out that Lightger operation and BR Distribuidora operation are different for many reasons. Nevertheless, the Board seems to refer to its conclusion of , when the analysis of the case was concluded after requesting for examination, noting that: Therefore, the Board unanimously decided that Lightger is not a wholly-owned subsidiary, since the shares of its capital stock are not all owned by a single shareholder. Consequently, it does not affect the preemptive right established on article 253 of Law No. 6,404/76, in the sale of shares of Lightger to Cemig GT. Also according to the Board, to cases like this, where the company's capital is distributed between two or more shareholders, the regime of the wholly-owned subsidiaries, provided for in article 253, would only be applicable if it became evident that the shareholder structure was set up to defraud the law, which is not the case here. In addition, the Board, by majority, except for the statement of Director Otavio Yazbek, concluded that the provisions of article 253 applies only to companies converted into wholly owned subsidiaries due to merger of shares transaction. In other words, although the applicability of Article 253 in the Case Lightger had already been removed, the final paragraph went beyond and innovated in concluding that the provisions of article 253 applies only to companies converted into wholly owned subsidiaries due to merger of shares transactions. We understand that here the CVM may have "legislated", suspending for the vast majority of cases the rights provided by law. CVM s understanding, made clear on the vote of the Director Eli Loria, is fundamentally based on Supporting Memorandum to the Draft Bill which resulted in Law 6,404 / 76, as follows: The company whose sole shareholder is another Brazilian company is expressly recognized and regulated by Article 252, which gives legality to the daily fact, and that makes the companies uncomfortable, for using "straw men" to endorse some actions, in compliance with the formal requirement of minimum number of shareholders. But the project does not admit the Brazilian subsidiary company of a foreign company, making it clear that the law prohibits the subordination of the interests of the Brazilian company to the foreign: the directors of the Brazilian company controlled by foreign shareholders, as well as its controlling shareholder, always have the duties and responsibilities set out in Articles 116, 117 and 154 et seq.

4 The merger of shares, governed by Article 253 is a way of creating the wholly owned subsidiary company, and is equivalent to the incorporation of a company without extinction of the legal personality of the company. Following the law is necessary because it entails - such as in the incorporation of a company by another - in taking exception to the preemptive right of the company s shareholders to subscribe the capital increase required to put the merger into effect On the other hand, to prevent the whollyowned subsidiary to serve as a tool to harm minority shareholders of the parent company, Article 254 ensures preemptive right to the acquisition or subscription of stocks of the wholly-owned subsidiary. [our highlight] According to the Director, the section in red makes it possible to understand that the right guaranteed by the article mentioned would only apply in the case of companies that underwent merger of shares, as a form of compensation to any right that would arise from the preemptive rights that the shareholders of the controlling company do not have anymore. Amec does not agree with this interpretation. The sentence being discussed is undoubtedly related to ALL wholly owned subsidiaries. The term "in compensation", and it is important to mention that it appears solely on the law's supporting memorandum, does not lead to the understanding that the compensation applies only to cases where the company has previously undergone an operation that excludes the preemptive rights of the shareholders of the parent company. That in fact, in the present case, were excluded on account of redemption of shares of BR Distribuidora, as SEP correctly points out. But back to Lightger case, the explanatory memorandum describes two distinct operations: the merger of shares, which requires specific regulations for excluding a right, and the sale of its shares in wholly-owned subsidiary in opposition (perhaps this should be the term used) provides, through Article 253, a protective mechanism for shareholders against offset value. But the central argument from which it is concluded that neither the law nor the explanatory memorandum link or could link one to the other is that the excluded preemptive right, when the company incorporates the actions of another, is a protection to the shareholder of THAT MOMENT. It has no relation to the shareholder who holds shares 5, 10 or 15 years later (as in the case of BR Distribuidora). For this reason, protecting one could not be considered a compensation for not having protected the other. In Amec s opinion, therefore, the decision in Lightger Case - that leads the current decision in BR Distribuidora - deserves reform for removing a shareholder s right expressly provided by the law. We reiterate that the fact that the rule is bad and anachronistic does not justify its suppression by administrative decision that, in this context, has to be considered illegal.

5 3 - Reflections on the hermeneutics of Law 6,404 / 76 regarding the protection of minority shareholders. The CVM Board's position in the case in question preoccupies Amec especially on the systemic point of view. When analyzed in the historical context - and here we refer both to the administrative decisions of the regulator and the self-regulatory bodies - we see a trend to a greater "interpretive activism" to suppress the rights of investors than in order to protect them. To reach this conclusion just remember cases widely discussed by Amec in the past, such as the extension of the tag along right, prior impediment to vote, suspension of the period of calling for the meetings, the waivers of free float and the public offer rules (both under the IN 361 and the regulation of the Novo Mercado), and many other cases. It gives the impression that regulator and self-regulatory bodies are more flexible in claims of companies and controllers than in cases benefiting the silent minority. This minority should be the object of attention of these bodies, as established by the Law 6,385 / 76, in Article 4, section IV, item b: Article 4 The National Monetary Council and the Brazilian Securities Commission shall perform the duties prescribed by the law for the purpose of: (...) IV - protect securities holders and market investors against: (...) b) illegal acts of directors and controlling shareholders of publicly-held corporations, or managers of security portfolio. 4 - Suggestions for Petrobras. Even if it has been successful in its thesis before the CVM, it is Petrobras role to reflect on its course of action regarding the possible sale of shares in BR Distribuidora. It is not necessary to go further on the hardships imposed on the minority shareholders in recent years. If the company aims to regain its credibility before the investment community, withdrawing a right of shareholders based on the legal contortions - although it has convinced the CVM - does not seem to be the best option. In this sense, Amec suggests to Petrobras, in the person of its Investor Relations Director, that any private sale of BR Distribuidora's shares should be preceded by a Shareholders' Meeting, in which it will be submitted to the shareholders the proposal of sale and expressly the "resignation" to the Article 253 rights (pursuant to the Sole Paragraph of the provision). In order to establish even more credibility, we propose the controlling shareholder to be committed, in advance, to follow the vote of the majority of the minority - thus ensuring the fairness of the process. Very truly yours.

6 Sincerely, MAURO RODRIGUES DA CUNHA CEO