OGX Petróleo e Gás Participações

S.A., Subsidiaries and Affiliates

MANAGEMENT PROCEDURE PG.OG.GRH.001
Title: Issue: 09/05/11
Version 02
Organizational Structure Revision: 04//05/12

SUMMARY

This procedure presents OGX organizational structure and describes Top Management
activities and responsibilities.

TABLE OF CONTENTS

1 – Objective: 3

2 – Application and Scope: 3

3 – References: 3

4 – Definitions and Abbreviations: 3

5 – Responsibilities: 3

6 – Process Development: 4

7 – Suitability to the Business: 9

8 – Annex: 9

The content of this procedure will be disclosed to all employees

Requests for clarification should be sent to HR by e-mail and addressed to

renata.mello@ogx.com.br .

Prepared by: Revised by: Approved by:

Renata Mello Rafaella Barbosa Paulo Mendonça Page 1 / 9
Analista de RH Gerente de RH Diretor Geral
 OGX Petróleo e Gás Participações
S.A., Subsidiaries and Affiliates
MANAGEMENT PROCEDURE PG.OG.GRH.001
Title: Issue: 09/05/11
Version 02
Organizational Structure Revision: 04//05/12

REVISION/ISSUE CONTROL

Type
Issue Version Date Topics Summary of changes
(I / E / A / N)
2009 00 23/03/09 NA N Establishment of the procedure
2011 01 09/05/11 NA A Procedure revision
2012 02 04/05/12 5 – Responsibilities A Detailing of Responsibilities

REVISION RECORD CODE – TYPE OF CHANGE

Acronym Description
I Inclusion: New information was added.
E Exclusion: Information excluded from prior version.
A Change or adjustment to information existing in the previous version.
st
N New: Shows procedure establishment date, corresponding to document 1 version.

Additional Information: (Field for comments or guidance for next revision or specific issues related to procedure subject
matter).

Prepared by: Revised by: Approved by:

Renata Mello Rafaella Barbosa Paulo Mendonça Page 2 / 9
Analista de RH Gerente de RH Diretor Geral
 OGX Petróleo e Gás Participações
S.A., Subsidiaries and Affiliates
MANAGEMENT PROCEDURE PG.OG.GRH.001
Title: Structure: 09/05/11
Version 02
Organizational Structure Revision: 04//05/12

1 – Objective:
The objective of this procedure is to present the operational structure of OGX, listing Top
Management functions, responsibilities and authority.

2 – Application and Scope:

This document applies to OGX as a whole.

3 – References:
Not applicable

4 – Definitions and Abbreviations:

4.1 Top Management: OGX General Director, Departments and Executive Management areas;
4.2 SMS: Safety, Environment and Health.

5 – Responsibilities:
5.1 Employee: Act on the process, complying with standards, procedures and provisions of the
law in force, answering for his/her assigned duties with regard to safety, environmental
protection and health in order to ensure correct business operation and target achievement.
5.2 Top Management: Responsible for safety, environmental protection and workforce health,
disseminating the SMS culture, seeing to conformity with standards and procedures and acting
in compliance with the law in force, making available all the resources needed to set up and
maintain the safety, environmental and health system.

Prepared by: Revised by: Approved by:

Renata Mello Rafaella Barbosa Paulo Mendonça Page 3 / 9
Analista de RH Gerente de RH Diretor Geral
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6 – Process Development:
6.1 – Organzational Chart
The Organizational Structure of OGX is presented below.

6.2 – Details of Responsibilities by Department

The leadership functions, responsibilities and authority are described below and those assigned
to the other functions are detailed in the procedures and instructions of the SMS System.

6.2.1 – Legal Department:

• Director: Responsible for the management of OGX legal activities (Contracts, Corporate,
Civil, Labor, Criminal, Environmental, Taxes and Legal Charges), communicating to
area top management and all other departments the issues related to conformity with
legal and mandatory compliance requirements, managing risks and threats and
providing support to decision making, interpreting information, providing guidance,
designing procedures to handle legal processes and issues, establishing targets and
their respective indicators, ensuring compliance with set terms, seeing to the quality of
information and providing support to client areas.
• Manager: Responsible for reviewing the work of legal specialists, control of the
destination of legal department budget, keeping the legal director updated on the
progress of the legal activities and for providing support to legal department director in
handling the issues directly dealt with by the director, being also required to analyze
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contracts and the development of corporate subject matters, evaluating the indicators,
requests and measurements needed for improvements, studies related to projects of
expansion and/or new businesses, by modeling and formatting contracts, corporate
actions, spin-offs, mergers, the interface with national and international investors,
among other duties, based on the premises and strategic operation tenets, the
guidance provided by his/her immediate superior and group culture and mission, paving
the way for the achievement of optimum results, being also required to provide all the
support needed for the progress of OGX businesses, without risks and losses to the
organization.

6.2.2 – Production Department Officers:

• Director: Responsible for the search for, analysis and identification of opportunities and
partnerships for OGX businesses, involving the direction of Oil and Gas Production
activities. Structure and develop a management group to head oil production, identifying
human resources with high technical qualification, mastering the involved technology
aiming at assuring the existence of exceptional know how for an improved assessment
of the risks that may be faced by the significant investments needed as a result of the
characteristics of the OGX business. Provides strategic information to corporate Board,
aiming at thorough management of the organization and requests clarification and the
details of the most relevant issues and of criticism, which could represent larger risks or
opportunities to corporate businesses.
• Production Executive Manager: Manage OGX oil and gas production, with the following
most relevant duties: coordinate the implementation of the Production projects; manage
the OGX/OSX project-related interface; control the physical production at the oil fields;
manage the control groups in the affected units; Implement and manage the technical
groups in charge of field production optimization.
• Production Development Executive Manager: Manage the development of the oil and
gas production with the following most relevant duties: design of the production
systems, including the technical-economic feasibility studies; development of basic and
executive design; coordination and follow-up of construction, installation, pre-operation
and operation of production systems and equipment (jackets, drilling rigs and FPSO);
enforcement of production programs and targets; provision of advice on contracting and
procurement of good and services related to production development activities.
• Goods and Services Procurement Executive Manager: Manage and plan the activities
involved in the procurement of goods and services; prepare contract drafts and requests
for quotations for tendering processes, working with the legal, finance, tax, risk
management and safety, environmental and occupational health areas; keep the
documentation related to executed contracts; propose updates of the Policy and
Guidelines for the Procurement of Goods and Services; provide guidance to contract
management and control; develop the market and maintain the register of suppliers
permanently updated.
• Logistics Executive Director: Provide the logistics required to support corporate
operations, consisting of: transportation of people to the Offshore or Onshore Units;
Offshore Unit mooring and displacement operations; movement of Onshore Units; port
operations; airport operations; storage of materials and sizing and management of
critical logistics resources (helicopter and vessel fleets) and logistics infrastructure
(airport, port, warehouse) required to meet the needs of OGX operations.
• Executive Director of Wells: Manage drilling activities, survey and completion of the
wells operated by OGX. In well-related activities, he/she represents OGX before

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company partners. Manage the integrated well services and all other related services.
Design training programs for the well engineering activity. Manage and optimize the
costs involved in well-related activities. Assist the other management areas in the
activities that fall under their responsibility .
• SMS Executive Director: Manage the implementation of SMS projects in OGX, with the
following most relevant activities: obtain the environmental licenses from the federal,
state and municipal agencies; comply with the environmental requirements of issued
licenses; make sure that the Individual Emergency plan of each OGX operation area
and activity is properly updated and enforced; make sure that the Safety, Environmental
and Health Policy is adequately disseminated among company employees and
contractors; make sure that control and disposal of the waste generated by OGX
operations are handled as required by law and in compliance with company policy; Make
the Personal Protection Equipment – PPEs available to OGX employees; make sure
that contractors appropriately enforce the SMS requirements issued by OGX; follow-up
and dissemination of the SMS indicators; make sure that the periodical medical exams
of OGX employees are actually performed.

6.2.3 – Finance and IR Department :

• Director: Responsible for Finance Planning, Fund Raising, Treasury, Controllership,
Budget and Investor Relations activities, searching for solutions capable of adding value
to corporate businesses, setting up plans, policies, targets and guidelines. Comply with
and guide the enforcement of the general Sustainability and Social Responsibility
Guidelines, as well as the preventive and compensatory actions related to
Environmental protection and the actions related to the safety of Company human
capital, valuing these resources.
• General Treasury and Control Manager: Responsible for the management of the
following activities: (i) Treasury: cash, financial investment and loan; relationship with
banking establishments; investment control; hedge policy management; projected cash
flow. (ii) Controls: management of the action plans that target the issues assessed by
the Internal Audit (EBX); interface with the Internal Control area (EBX) aiming at the
implementation of corporate projects and management of the Service Level Agreements
(ANAs, in Portuguese)) agreed upon with EBX. (iii) Administrative: management of the
administrative services and their respective contracts; analysis of financial information
(actual vs budgeted, cost control, etc.); interface with the EBX Administrative Operations
area (CRC, in Portuguese). (iv) Insurance: management of the Oil Risk insurance
program; and interface with EBX Risk and Insurance Management area. (V)
Controllership OGX Colombia: management of OGX Controller in Colombia;
coordinate the implementation of financial and administrative activities; establish
processes and procedures; interface with MPX (shared services).
• Finance General Manager: Responsible for the management of the financial activities of
the organization, involving: Planning of Taxes and Charges, Cash Management, Fund
Raising and Financial Investment, Relationships with Banking Establishments,
Accounting, Investment Control, Budget and Financial Reports, sharing information and
interacting with managers, observing, evaluating, recording, approving and enforcing
policies, rules, procedures for area processes, making sure that adequate conditions
exist, managing the humans resources available, seeing to compliance with
requirements, terms, documentation, quality and content of the information needed to
the development of the activities under his/her responsibility, and compliance with audit
requirements and forwarding of the ITRs (Quarterly Information) and DFPs
(Standardized Financial Statements) to CVM (Securities Commission).

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• IR Manager: Responsible for daily corporate relations with investors, establishing the
interface between the company and its shareholders and potential investors (market in
general). Acts as a gateway for corporate information input and output. Manages
submission of relevant communicates to CVM (the Regulator).
• Corporate Finance Director: Responsible for OGX corporate finance area, with the
following most relevant activities: economic analysis of new opportunities; interaction of
the business plan with market analysts; follow-up of comparable organizations in the
sector; monitoring and analysis of the oil and gas market; structuring of financing for
production development projects; and support to the Investor Relations area.

6.2.4 – Exploration Department:

• Director: Responsible for the survey, analysis and identification of opportunities and
partnerships for the OGX businesses, involving the direction of the data activities of data
survey, interpretation and Exploration Surveys; Reservoir delimitation and study.
Observes and provides guidance to the enforcement of the general Sustainability and
Social Responsibility guidelines, as well as the preventive and compensatory
Environmental Protection and Safety actions, highlighting the value of company human
capital.
• Exploration Executive Director: Responsible for the survey, analysis and identification of
oil and gas exploration opportunities, by interpreting the information that comes from
regional remote sensing studies and/or studies carried out jointly with partners,
assessing risks and the probabilities of economic success and discovery, enforcing a
type of process management capable of imparting swiftness to business cycles and to
internal knowledge generation.
• Director of International Affairs: Responsible for the International area of the Company
with the following most relevant duties: Support to the New Business VP in the
geological assessment of the exploration blocks offered by ANP at the annual auctions
and the geological evaluation of “farm-in” opportunities in blocks operated by other
companies, as well as identification of “farm-out” areas, whose economic results fail to
reach the minimum results expected by OGX. Support to the Interpretation VP’s in the
geological studies of OGX concession areas and in the definition of exploration sites.
Perform the geological follow-up of the wells to be drilled by the Company and formation
assessment based on field coring, profiling and formation tests.
• Executive Manager of Geological Operations: Follow-up the design of the well drilling
and sampling program, supervise the conformity with the established program and
define possible oil and gas intervals.
• Executive Manager of Interpretation of New Areas: Responsible for the survey, analysis
and identification of oil and gas exploration opportunities, by interpreting geophysical
and geological data, aiming at selection and assessment of exploration opportunities in
blocks offered in the market by ANP, international organizations and other companies
by means of own project management and/or management of projects developed with
partners, assessing risks and economic success and discovery probabilities, enforcing a
type of process management capable of imparting swiftness to business cycles and to
internal knowledge generation.
• Reservoir Executive Manager: Responsible for the area engaged in the survey of oil
and gas reserves and for the area in charge of estimating Company oil and natural gas
reserves.

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Onshore Basin Executive Manager – Identify oil and gas exploration opportunities, by
interpreting the information provided by regional remote sensing studies, gravimetric,
magnetometric and seismic surveys, evaluating the economic and technical feasibility
studies, developing risk alternatives capable of minimizing risks and leading to technical
advantages by utilizing suitable equipment and technology.
Design and development of an information recording and opportunity and risk mapping
system, on order to further in-house knowledge of exploration, and to furnish data for Audits
and also to ANP. Interprets, analyzes and validates data in order to provide inputs to the
exploration of Basins or Basin Areas, and also targeting participation in ANP (National
Petroleum Agency) auctions for acquisition of Blocks, through risk assessment and
strategic positioning in the Market. Recommend the establishment of strategic
partnerships, analyzing the opportunity to add further value to each operation and/or
project.
• Executive Manager of Partnerships: Develop and ensure communication and
relationship channels aimed at prospecting opportunities for strategic alliances and
partnerships for OGX, by monitoring the companies doing business in the oil market,
covering the whole Oil and Gas exploration production chain. Represent the interests of
OGX before ANP (National Oil Agency), keeping abreast of Industry legal and
regulatory issues, and ensure compliance with the requirements arising out of the
surveillance, recording and qualification procedures needed to take part in tenders.
• Laboratory Manager – Responsible for Company E&P Laboratory.
• Applied Technology Manager – Responsible for Company Applied Technology area,
with the following most relevant duties: ensure technical support by means of technical
and technology resources aiming at assuring the certification of exploration projects
and, consequently, mitigating the risks associated to exploration projects; disseminate
and/or implement exploration-related technologies; maintain appropriate/updated
training standards aiming at qualification and specialization of technical staff in the
exploration segment of corporate businesses.

6.2.5 – General Executive Board

• Director – Responsible for assuring the economic-financial feasibility of OGX operations,
for the identification and development of models and businesses in a timely manner,
special projects for a market of opportunities in the local and international markets,
strategic planning, and other activities, providing innovative and high value added
solutions to the market for the purposes of achieving return on capital invested,
achieving the results expected by shareholders/investors and continuity and sustainable
growth in the market. Observe and guide the enforcement of the general Sustainability
and Social Responsibility guidelines as well as environmental protection and safety and
compensatory measures and value Company human capital.

• Executive Marketing Manager – Responsible for promoting oil and natural gas trade in
the international market, looking for the best alternatives for placement of production
and making the most of opportunities in the international market by means of continuous
monitoring and contacts with the market. Deal in the market of derivatives in order to
protect the production margins and oil and gas trading, always abiding by a pre-
established corporate risk policy.
• Planning and Performance Appraisal Manager – Encourage the planning process,
compile information, establish interrelations between the various areas of the company,
integrate ideas, discuss individually or with groups the objective, strategic guidelines and
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respective developments. He/she is in charge of coordination and design of the strategic

planning and short and long term tactical planning, evaluation of strategic and corporate
performance, and promote the optimization of corporate portfolio of projects, assuring
alignment to corporate values, strategies, policies and guidelines and contributing to the
achievement of the established objectives.
• HR Manager – Responsible for the establishment and maintenance of OGX HR
process and policies (recruiting & selection, compensation, career development,
training, benefits, etc.), aiming at the establishment of a people management culture
aligned to corporate business model.
• Communication Manager – Responsible for the management of all of OGX
Communication area processes.

6.3 – References
 OHSAS 18001 – Occupational Health and Safety Management System.
 NBR ISO 14001 – Environmental Management System – Specification and Guidelines
for Use.
 SGSO – Operational Safety Management System.
6.4 – Records:
Not applicable.

7 – Suitability to the Business

Not applicable.

8 – Annex:
Not applicable.

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