Oleo e Gas Participacoes : Presentation of the Settlement with OSX-3 Leasing B.V., DIP Financing and Incremental Facility

Settlement with OSX-3 Leasing B.V., DIP Financing and

Incremental Facility

1. Introduction

   • Shortly after the approval of the Companies' Judicial Recovery Plan, there was a significant drop on the oil international price, from US$ 104 to below US$ 30. The Company was once again in a situation of extreme financial difficulties and unable to fulfill its obligations with suppliers and partners.

   • The accumulated debt with OSX-3 Leasing BV ("OSX-3"), owner of the FPSO OSX-3 platform, totaling approximately R$ 700 million at the end of 2016, without considering contractual penalties, which led the creditor to start legal actions and seizure of OGX's stake on Parnaíba Gás Natural ("PGN") and its partial net revenue, threatening to bring the Company into bankruptcy.

   • In addition, the Company had financial debts related to the DIP financing (in the approximate amount of R$ 1.1 billion) and the Incremental Facility (in the approximate amount of R$ 320 million).

   • In order to obtain a solution for the described liabilities and ensuring the continuity of operations, the parties agreed on the set of conditions that, at the end of the approval and implementation process, will result in a Company with low financial leverage.

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2. Settlement Conditions - Debt Conversion

• All creditors involved in the Settlement will convert their debts into equity.

• OGX will be entitled to continue to use the FPSO OSX-3 vessel in the Tubarão Martelo Field and the future charter cost will also be converted into equity. OSX-3 is entitled to receive the platform upon request of 240 days in advance.

• After implementation of the agreement, the litigation hereby will be suspended and later closed.

• The shareholders distribution, after the implementation will be as follows:

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1. Settlement Conditions - Eneva

   • OGX interest stake on Eneva S.A. will be distributed as follows:

     • 25.02% destined to DIP Financing debenture holders.

     • 8.31% destined to the Incremental Facility creditors.

     • 33.33% to OSX-3 in a escrow account to guarantee regulatory obligations of the future abandonment process of Tubarão Martelo Field.

     • 33.33% destined to meet OGX operating costs of BS-4 Block.

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