Oleo e Gas Participacoes : OGX and OGPAR propose settlement to the holders of OSX-3 Senior Secured Callable Bond Issue 2012/2015 issued by OSX 3 Leasing BV and to the lenders of the Incremental Facility

Due to the current oil prices and taking into account the Companies' financial condition, the Companies are not in a position to either repay or refinance the Incremental Facility nor to meet their obligations for unpaid charter hire to OSX-3.

Given such delicate scenario, the Companies have proposed to convert any and all outstanding amounts under the Incremental Facility and all unpaid charter liabilities (including charter hire for the future period until redelivery of the FPSO OSX-3 to OSX-3) ("Unpaid Charter") into OGX equity.

As part of the settlement proposal, prior to or immediately after the conversion of the Incremental Facility and the Unpaid Charter into equity, the OGX 3rd issuance of secured debentures, convertible into shares,

with additional fiduciary collateral, in three series (the "DIP Facility") would also be converted into equity as per the terms and conditions of the Judicial Reorganization Plan.

As of June 30, 2016, the outstanding amounts under the DIP Facility, the Incremental Facility and unpaid charter until such date amounts to R$1,85 billion.

According to the proposal made by the Companies, OGX capital stock, upon full implementation of the settlement, will be distributed as follows:

Also as part of the settlement proposal made to their creditors, the Companies have proposed that, upon full implementation of the settlement, 33.33% of the Eneva shares owned by the Companies will be transferred to OSX-3 for partial payment of the Unpaid Charter and placed in an escrow account to secure the Companies' obligations for the abandonment of the Tubarão Martelo field; 8.31% of the Eneva shares owned by the Companies will be transferred to the IF Lenders, for partial payment of the Incremental Facility; and 25.02% of the Eneva shares owned by the Companies will be transferred to those lenders under the DIP Facility who decide to participate in the settlement, as exchange for their agreement to waive the conditions precedent for the conversion of the debentures.

Further details for the conversion of debt into equity and the transfer of Eneva shares to the Companies' creditors will be announced by the Companies, if the settlement proposal is accepted by the creditors and, in any event, prior to any implementation. The implementation of the conversion of debt into equity will observe all applicable requirements of Brazilian Corporations Law, including preemptive rights to all existing shareholders.

The Companies have also offered to, upon future request by the holders of the OSX-3 Bonds or OSX-3, take the necessary steps to redeliver the FPSO OSX-3 within 240 days from such request. OGX will also have the right to terminate the charter contract and redeliver the FPSO OSX-3 to OSX-3 upon 240 days written notice. Upon service of a redelivery notice, OGX will have to take the necessary steps to stop oil production in the Tubarão Martelo field, including agreeing a Disconnection Plan and a Decommissioning Guarantee both in form and content acceptable to the ANP.

OSX-3 has also been offered an option to acquire OGX's rights and interest in the Tubarão Martelo field for the higher of (i) US$1.00 or (ii) the aggregate amount of capital expenditure incurred by OGX solely in relation to physical disconnection of the FPSO OSX-3 following service of a redelivery notice. Such option will be exercisable until the FPSO OSX-3 is actually redelivered and its implementation is subject to the approval of ANP.

OGX has also offered to contribute 10% of all revenue after the payment of royalties derived from the Tubarão Martelo field into an escrow account as security for the costs of abandonment of the Tubarão Martelo field and redelivery of the FPSO OSX-3. Further, OGX has offered to contribute 33.33% of monthly revenue in excess of US$8 million after the payment of royalties and the 10% contribution into the escrow account and an additional 33.33% of monthly revenue in excess to OSX-3 as payment of charter hire under the Charter Contract.

Also as part of the settlement, all existing disputes among the parties would be initially suspended and later terminated, upon closing of the transaction, with a complete reciprocal release among the parties thereto.

The settlement proposal reflects the results of the analysis performed by the Companies in conjunction with their financial advisors as well as the current standing of negotiations with the creditors.

The settlement proposal is subject to several conditions and approvals including acceptance by OSX-3, the OSX-3 Bond Trustee and the OSX-3 bondholders, the IF Lenders and the holders of the DIP Facility, agreement from ANP to a Disconnection Plan and a Decommissioning Guarantee in respect of the Tubarão Martelo field and all the necessary statutory, regulatory and judicial approvals.

The Companies will keep the shareholders and the market informed of the developments of the proposal subject to this announcement.

This document contains Company-related statements and information that reflect the current vision and/or expectations the Company and its management have regarding its business plan. These include, among others, all forward-looking statements that involve forecasts and projections, indicate or imply results, performance or future achievements, and may contain words such as "believe," "foresee," "expect," "consider," "is likely to result in" or other words or expressions of similar meaning. Such statements are subject to a series of expressive risks, uncertainty and premises. Please be advised that several important factors can cause the actual results to diverge materially from the plans, objectives, expectations, estimations, and intentions expressed in this document. In no event shall the Company or the members of its board, directors, assigns or employees be liable to any third party (including investors) for investment decisions or acts or business carried out based on the information and statements that appear in this presentation, or for indirect damage, lost profit or related issues. The Company does not intend to provide to

potential shareholders with a revision of the statements or an analysis of the differences between the statements and the actual results. Each investor must conduct and rely on its own evaluation, including of the associated risks, in making an investment decision.

Márcia Mainenti Victor Rosenzvaig ri@ogpar.com.br

+55 21 3916-4545

Cibele Flores cibele.flores@ogpar.com.br

+55 21 3916-4505