The Annual General Meeting of Petrobras $PETR3 (-1,14%)
$PETR4 (-0,38%) approved the distribution of R$9.1 billion as an ordinary dividend for the 2024 financial year. The distribution had previously been approved by the Board of Directors in February. The meeting also confirmed an earlier report that the federal government - the oil company's main shareholder - would only fill six of the eight available seats on the board of directors.
The newly approved R$9.1 billion adds to the compensation already distributed to shareholders last year. Petrobras distributed a total of R$ 75.8 billion for the 2024 financial year - R$ 73.9 billion in the form of dividends and interest on equity and R$ 1.9 billion for share buybacks.
In the elections to the Board of Directors, which were held according to the unbundled voting system, the government won six seats - five incumbents and one newcomer: José Fernando Coura, former President of the Brazilian Mining Institute (IBRAM). The five reappointed members are CEO Magda Chambriard, Pietro Mendes, Renato Galuppo, Rafael Dubeux and Bruno Moretti.
The system of unbundled voting, which is increasingly used in Petrobras elections, tends to favor minority shareholders as it allows them to concentrate their votes on certain candidates. To trigger this voting system, investors must collectively hold at least 5% of the company's capital. On April 14, Petrobras announced that shareholders reaching this threshold had requested the unbundled voting system.
Two candidates supported by the government - Ivanyra Maura Correia and Benjamin Alves Rabello - were not elected. Their seats were instead filled by the candidates nominated by the minority shareholders, Aloisio Macário and José João (Juca) Abdalla Filho. Mr. Abdalla controls about 2% of Petrobras' capital and, according to sources, took the floor during the meeting to thank Chairman Francisco Costa e Silva. Another minority candidate, Thales Kroth, was not elected despite running for the second time in a row.
The elected members of the Board of Directors will remain in office until 2026, completing the term of office that began in April 2023. Following the departure of former CEO Jean Paul Prates in May 2024, a new election became necessary. As Mr. Prates had been elected by uncommitted election, the company was obliged to call a new election for his seat. Petrobras' governance model stipulates that the CEO also holds a position on the Board of Directors.
The shareholders also re-elected Pietro Mendes as Chairman. However, Mendes could soon step down as he has been nominated for a leadership position in Brazil's National Agency for Petroleum, Natural Gas and Biofuels (ANP), which still needs to be confirmed by the Senate.
Petrobras also held an extraordinary general meeting at which shareholders approved several amendments to the company's articles of association. These included provisions that allow compensation for members of board committees during the mandatory cooling-off period after leaving office.
A further amendment formally included carbon capture and storage in Petrobras' scope of activities.
