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TCU minister denies suspension of Petrobras dividend payments

Minister Augusto Nardes, of the Federal Court of Auditors (TCU), denied cautiously suspending the distribution of dividends approved by Petrobras on the 3rd, calculated at R$ 43.68 billion.

The minister had already anticipated on the 8th that he saw no reason to adopt such a measure, pointing out that the case would still be analyzed with the opportunity for the Court to hear the state-owned company.

In the order, signed this Thursday (17), Nardes determines that Petrobras and the Securities and Exchange Commission (CVM) provide a series of clarifications to the court, within a period of 15 days.

According to the minister, after a preliminary analysis, the TCU’s Secretariat for Inspection of Petroleum and Natural Gas Infrastructure concluded that there was no reason for the Court to suspend the distribution of dividends on a precautionary basis.

Nardes points out that, regarding the alleged irregularities that were presented to the Court, there was no evidence that the approved declaration of dividends was made without complying with the legislation in force or in a way that promoted the “emptying of cash” or jeopardized the financial sustainability of the state-owned company. .

These hypotheses were raised by the deputy attorney general Lucas Rocha Furtado, a member of the Public Prosecutor’s Office who works with the TCU, and who presented the defense to the Court of Auditors.

According to Nardes, an eventual precautionary measure could even give rise to judicial or administrative challenges, both in Brazil and abroad, with financial repercussions “potentially relevant and with unpredictable consequences”.

In order for a due diligence on the matter to be carried out, Petrobras and the CVM will have to present a series of information to the court within 15 days, which will be classified as confidential.

The state-owned company will, for example, have to inform whether there were questions about the payment of “interim” dividends in 2021 and 2022 (or previous years), by any interested parties, before the CVM and the Judiciary. If so, you will need to send detailed information about the processes.

The CVM will need to present to the court, among other points, if there were questions about the maximum amount of payment of “interim” dividends, formulated against Petrobras or any other publicly traded company, which has generated precedents regarding the use of the criterion of maximum amount as the “capital reserve” or the possibility of using any other possible parameter.

If this record exists, it will have to send the TCU detailed information on the stage of any processes, decisions, opinions or normative guidelines produced.

Check the list of requests for information made to Petrobras and the CVM:

To Petrobras:

1) If any, in relation to the limit imposed by art. 204, 1st, of Law 6,404/1976, for the payment of “interim” dividends, questions raised in 2021 and 2022 (or previous years), against Petrobras, by any interested parties, before the Securities and Exchange Commission – CVM and /or the Judiciary Power, presenting, if so, detailed information on the stage of any proceedings, decisions issued, opinions produced;

2) whether the matter was specifically analyzed and/or discussed with the independent auditing company that analyzed Petrobras’ consolidated financial statements for the years 2021 and 2022

3) Unequivocal demonstration that the payment of interim dividends declared in 2021 and 2022 does not imply non-compliance with the principle of intangibility of share capital

4) in relation to the class action filed by a former director of Petrobras regarding the payment of dividends, provide information specifying whether its object is related to any breach of art. 204, ? 1, of Law 6,404/1976

5) forward any internal rules that provide for verification of the preservation of short, medium and long-term financial sustainability

6) present studies that demonstrate that the dividend declaration of 11/3/2022 was carried out in order to preserve the company’s sustainability also in the medium and long term

To CVM:

1) inform if there was, in relation to the limit imposed by art. 204, ? 1, of Law 6,404/1976, for the maximum amount of payment of “interim” dividends, questions raised against Petrobras or any other publicly traded company, which has generated precedents regarding the use of the maximum amount criterion as being the “capital reserve” or the possibility of using any other possible parameter, presenting, if so, detailed information on the stage of any processes, decisions, opinions or normative guidelines produced;

2) inform if there is CVM jurisprudence or specific normative guidelines on how the limit imposed by art. 204, ? 1, of Law 6,404/1976, for the maximum amount of payment of “interim” dividends

3) inform whether it is a common practice adopted by the market and accepted by the regulatory body to pay interim or interim dividends above the limit provided for in art. 204, ? 1, of Law 6,404/1976 (Capital Reserve);

Source: CNN Brasil

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