Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No___X____

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Publicly Traded Company

 CNPJ/MF 33.000.167/0001-01

 NIRE 33300032061

 

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING

 

The board of directors of Petróleo Brasileiro S.A. – PETROBRAS (“Company”), in accordance with the article 40 of the bylaws of the Company, hereby gives notice of a special shareholders’ meeting of the Company to be held on June 22, 2010 at 3:00pm at its head offices at Avenida República do Chile 65, 1st floor, in the City of Rio de Janeiro, State of Rio de Janeiro, for the purposes of approving amendments to the bylaws of the Company to:

 

a.         increase the limit of preferred shares to two billion four hundred thousand (2,400,000,000) shares of the Company without changing the corresponding current amount of R$60,000,000,000 (sixty billion reais), in accordance with article 40, I of the bylaws of the Company; and

 

b.         include a provision to set a limit for authorized capital for common shares of the Company in the amount of R$90,000,000,000 (ninety billion reais) by the issuance of a number of common shares not exceeding three billion two hundred thousand (3,200,000,000) shares, in accordance with article 40 of the bylaws of the Company, subject to the transitory provision set forth in item (c) below and make the necessary adjustments in the cross-references throughout the Company's bylaws, in accordance with the new provisions;

 

c.         include a transitory provision to clarify that the authorized capital limit included in the bylaws of the Company in connection with item (b) above will be only valid for common shares issues specifically under an offering for public subscription of shares that contemplates a priority allocation in accordance with article 21 of CVM Instruction No. 400 (Instrução CVM nº 400), of December 29, 2003, and / or to grant preemptive rights to shareholders, under article 171 and 172 of Law No. 6,404, of December 15, 1976, as amended (“Brazilian Corporation Law”), without prejudice to item (d) below relating to the exclusion of preemptive rights or reduction of the period of exercise, provided that the offering occurs by December 31, 2010; and

 

d.         change the wording of the first and second paragraphs of article 4 of the bylaws of the Company due to the change of Company authorized capital limit, as set forth above, and, therefore, allow the board of directors of the Company to approve the capital increase by common and/or preferred shares issue, excluding the existing shareholders’ priority rights or reducing the period set forth in article 171, paragraph 4 of the Brazilian Corporation Law.

 

Shareholders may choose to be represented by a representative at such special shareholders’ meeting, provided that such representative must be (1) appointed less than one year ago, and (2) a shareholder, board member, executive officer, lawyer or financial institution in accordance with article 126, first paragraph of Brazilian Corporation Law, and article 13 of the bylaws of the Company. Such representative should present the power of attorney he, she or it was granted at the special shareholders’ meeting or, preferably, beforehand, together with the documents that evidence that the power of attorney was duly granted, at room 2202-B (Assistance to Shareholders Department) at Company’s head office no later than 3pm of June 21, 2010.

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