Óleo e Gás Participações S.A. Under court- supervised ...

KPDS 159593

Óleo e Gás Participações S.A. – Under court-supervised reorganization Interim Financial

Information (ITR) on June

30, 2016 and Independent

Auditors’ Report on review

of the Interim Financial

Information (ITR)

Óleo e Gás Participações S.A. – Under court-supervised reorganization

Interim Financial Information (ITR) on

June 30, 2016 and Independent Auditors’ Report

on review of the Interim Financial Information (ITR)

2

Contents Management Report 3

Independent Auditors’ Report on review of the Interim financial information 8

Statements of financial position 11

Statements of income (Operations) 12

Statements of comprehensive income 13

Statements of changes in equity (unsecured liabilities) 14

Statements of cash flows 15

Statements of value added 16

Notes to the interim financial information 17

3

Management Report

Dear Shareholders,

Pursuant to legal and statutory requirements, the Management of Óleo e Gás Participações S.A.

(“OGpar” or “Company”) – Under Court-Supervised Reorganization herewith submits for your

appreciation, the Management Report, the financial statements and the corresponding

Independent Auditor’s Report for the quarter ended June 30, 2016, as well as events after the

reporting period that are relevant to the market.

1. Message from Management

In the second quarter, OGpar and OGX P&G made substantial progress in the negotiation with

OSX-3 Leasing B.V. creditors, and signed an agreement (“Partial Agreement”) on July 15th,

2016, suspending the litigation between the parties for a period of 30 business days as of the

date of approval by the competent Court. The Partial Agreement guarantees the continuity of the

Company’s activities and creates an opportunity for the execution of a definitive agreement in

order to reduce operating costs and end all existing disputes between the parties.

In the same period, OGpar has successfully concluded the reverse stock split of its issued shares

in order to comply with the Issuer Regulation, Admission to the Securities and Exchange

Negotiations and BMF&Bovespa Issuer Manual. The inplit was approved in the ratio of 100

shares for 1 share after it was proposed by minority shareholders during the Extraordinary

Shareholder’s Meeting on April 29th, 2016.

Given the recovery in oil prices in international markets on the last few months, production was

resumed in the Tubarão Martelo Field on July, averaging 9.8 thousand barrels of oil per day,

allowing the return of cash generation and new growth prospects.

Also during the second quarter of 2016, OGX P&G, OGpar subsidiary, received the payment

related to PIS and COFINS tax credits, in the amount of R$ 193.2 million, which contributed to

reduce the pressure on its cash position and comply with short-term obligations until the resume

and stabilization of production at the Tubarão Martelo Field.

2. Assets under development

2.1 Development of the Atlanta and Oliva fields (“BS-4”)

Atlanta is a post-salt field located in BS-4 Block, in the Santos Basin. OGX P&G, OGpar

subsidiary, has a 40% interest in the consortium, in partnership with Barra Energia do Brasil

Petróleo e Gás Ltda., with a 30% interest, and Queiroz Galvão Exploração e Produção S.A.

(“QGEP”), the block’s operator, also with a 30% interest.

On August 10th, 2016, the field’s operator disclosed to the market that, due to challenges found

in the process of customizing the FPSO Petrojarl I, the vessel expectancy to arrive was

postponed to the first quarter of 2017. In this sense, the first oil of the Early Production System

(“SPA”) in the Atlanta Field which was scheduled for the last quarter of 2016, should only

occur on the first semester of 2017. In this first phase, potential production is estimated at

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20,000 bbl/d, with two producing wells that were already drilled and equipped with submersible

pumps and wet Christmas trees. The projection has a margin variation of +/-10%. Production

in the SPA may reach around 30,000 bbl/d with three producing wells, however, the operator

will disclose the production curve in Atlanta Field once the third well drilling schedule is

defined.

FPSO Petrojarl I will be chartered for five years, with a termination clause valid after the third

year, and the consortium has also contracted the necessary equipment and underwater solutions.

OGX Austria GmbH, a wholly owned subsidiary of OGX P&G, signed an agreement for the

sale of oil (COSA - Crude Oil Sales Agreement) corresponding to OGX’s share of production

for the Atlanta Field SPA. The agreement has a term of three years and may be extended for

another year. The sale of oil to Shell Western Supplyand Trading Ltd. (“Shell”) will be Free on

Board (“FOB”) in the FPSO with a netback pricing mechanism.

The estimated CAPEX of the consortium is US$ 100 million for 2016 and US$ 150 million for

2017, and OGX P&G is responsible for 40% of the estimated CAPEX. The total estimated

operating cost for the charter and maintenance serves for the SPA is US$ 480 thousand per day,

including leasing, services, logistics, insurance and abandonment fund costs, among others.

3. Mature Assets

3.1 Campos Basin

3.1.1 Tubarão Azul Field

In January 2016, OGX concluded the decommissioning of FPSO OSX-1 platform, fulfilling all

of the commitments with OSX 1 Leasing B.V., its respective creditors and OSX Serviços

Operacionais Ltda. – under Judicial Reorganization. The success of the decommissioning is a

result from OGX’s capacity to negotiate with its creditors and regulatory agents.

As part of the agreement, OSX-1 Leasing B.V. deposited US$32 million in an escrow account

with the sole purpose of guaranteeing the fulfillment of the obligations associated with the

abandonment of the Tubarão Azul Field wells.

The amount deposited by OSX-1 Leasing B.V. was contributed on OGX P&G through the

capital increase approved at the Board of Directors’ Meeting of June 3rd, 2016 and the private

issuance of new shares.

3.1.2 Tubarão Martelo Field

A – Production

On March 5th, 2016, the Company temporarily suspended production in the Tubarão Martelo

Field, due to the persistent fall in oil prices in the international market, which made the

operation on the field economically unfeasible at the time.

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However, due to the recovery in oil prices in the international market, OGX P&G reviewed its

decision and, on April 26th, 2016, filed with ANP a request to resume production in the four

wells connected on the Tubarão Martelo Field, aiming to generate cash in a more favorable

market scenario. After receiving approval by ANP, on July 1st, 2016, production was resumed

on the field. The activities in the four wells are stable and operating normally.

The chart below shows the evolution in Brent oil prices in the first six months of 2016.

Brent Oil Prices (in US$)

4. Assets in the Exploration Phase

4.1 Equatorial Margin Exploration Portfolio

ExxonMobil Exploração Brasil Ltda. requested the return of the POT-M-762 block, which is

under review by the ANP.

As for the PAMA-M-591 and PAMA-M-624 blocks, on June 15, 2016, OGX P&G was notified

by the ANP of the waiver from Minimum Exploratory Program compliance, due to the absence

of the environmental permit.

OGX P&G, OGpar subsidiary, is also awaiting review and final approval by the ANP regarding

the sale of its stake in CE-M-603 and POT-M-475 blocks, operated by ExxonMobil Exploração

Brasil Ltda., signed in a farm out agreement in September 2015. OGX will keep its shareholders

and the market informed about the developments of this matter.

6

5. Assets available for sale

5.1 Ações da Parnaíba Gás Natural

On March 24th, 2016, the Company, together with OGX, signed an agreement with Eneva

pledging to subscribe part of the new common shares to be issued under Eneva’s private capital

increase, by means of the contribution of all of its interest held in PGN at the time of

subscription.

Cambuhy also signed the agreement with Eneva, whereby it would contribute all of its interest

in PGN and also PGN's third and fourth issuance of convertible debentures.

As a result of the implementation of the aforementioned capital increase, Eneva may hold 100%

of PGN’s capital stock and OGX will hold an interest on Eneva.

Additionally, as part of the agreement, OGX signed an agreement with Cambuhy, to sell the 5%

interest it holds in PGN’s capital stock for R$10 million, which is also subject to suspensive

conditions, including the authorization of the Judicial Reorganization.

5.2 Royalties Rights abroad

In April 2016, OGX P&G sold its rights to royalties of 3% of the revenue generated from the

sale of hydrocarbons in the VIM-5 and VIM-19 blocks for approximately R$10.4 million,

allowing the generation of cash in the short term and concluding the sale of all assets located in

Colombia, pursuant to OGX P&G Judicial Reorganization Plan.

6. Financial Performance

6.1 Consolidated Statement of Income/Operations (R$ thousand)

R$ (´000)

PROFIT & LOSS 2016 2015 ∆ ($) Q2/16 Q1/15 ∆ ($)

G&A (2,150) (306) (1,844) (906) 2,684 (3,590)

Operational EBITDA (2,150) (306) (1,844) (906) 2,684 (3,590)

Gain on change of interest 18,228 - 18,228 - - -

Realization of accumulated translation adjustments (14,031) - (14,031) - - -

Realization of negative goodwill - 3,628 (3,628) - - -

Equity results 15,973 (91,358) 107,331 32,960 (71,807) 104,767

EBIT 18,020 (88,036) 106,056 32,054 (69,123) 101,177

Net financial results 6,793 (8,642) 15,435 3,442 1,584 1,858

EBT 24,813 (96,678) 121,491 35,496 (67,539) 103,035

(+/-) Income tax and social contribution - - - - - -

Valuation allowance - - - - - -

Net income (loss) - Total 24,813 (96,678) 121,491 35,496 (67,539) 103,035

7

a) Equity in the earnings of subsidiaries:

R$

thousand

- Results of OGX P&G as of June 30, 2016 62,015

- Interest held by OGPar in OGX P&G 25.89%

Equity in the earnings of OGX P&G: 16,056

Equity in the earnings of other companies: (83)

Total 15,973

b) Financial result:

The Company registered a net revenue of R$ 6,8 million on the 2Q16, of which approximately

R$ 9,3 million are from the impact of the unrealized exchange variation on loans.

7. Declaration by the Board of Executive Officers

Pursuant to Article 25 of CVM Instruction 480/2009, the Company’s Board of Executive

Officers hereby declares that it has discussed, reviewed and agreed with the conclusion

expressed in the Independent Auditor’s Report dated August 12, 2016, and with the interim

financial information for the period ended June 30, 2016.

8. Adherence to Arbitration Chamber

The Company, its shareholders, managers and members of the Board of Directors, undertake to

settle by means of arbitration proceedings any and all doubts and disputes that may occur

between them, related to or arising from, mainly, the application, validity, effectiveness,

interpretation, violation and its effects, of the provisions set forth in the Novo Mercado Listing

Agreement, the Novo Mercado Listing Rules, the Company’s Bylaws, the shareholders’

agreements filed at the Company’s headquarters, the Brazilian Corporation Law, in the

regulations enacted by the National Monetary Council, the Central Bank of Brazil or the

Brazilian Securities and Exchange Commission and the regulations of the Brazilian Stock

Exchange (Bovespa), as well as other rules applicable to the capital market in general, the

Arbitration Clauses and the Market Arbitration Panel Rules.

KPMG Auditores Independentes, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça.

KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

8

KPMG Auditores Independentes

Av. Almirante Barroso, 52 - 4º andar

20031-000 - Rio de Janeiro/RJ - Brasil

Caixa Postal 2888 - CEP 20001-970 - Rio de Janeiro/RJ - Brasil

Telefone +55 (21) 3515-9400, Fax +55 (21) 3515-9000

www.kpmg.com.br

Independent Auditor’s Review Report on Interim

Financial Information - ITR

(A free translation of the original report in Portuguese, as filed with the Brazilian Securities

and Exchange Commission (CVM), prepared in accordance with the accounting practices

adopted in Brazil, rules of the CVM and the International Financial Reporting Standards -

IFRS)

To

The Board of Directors

Óleo e Gás Participações S.A. – Judicial Recovery

Rio de Janeiro - RJ

Introduction

We have reviewed the interim financial information of Óleo e Gás Participações S.A. -

Judicial Recovery (“Company”), contained in the quarterly information form - ITR for the

quarter ended June 30, 2016, which comprises the balance sheet as of June 30, 2016 and

the respective statements of income and comprehensive income for the three and six

month period ended on that date, and changes in shareholders’ equity and cash flows for

the six month period ended on that date, including the explanatory notes.

Management is responsible for the preparation of the interim financial information in

accordance with CPC 21(R1) and the international accounting rule IAS 34 - Interim Financial

Reporting, issued by the International Accounting Standards Board - IASB, as well as the

presentation of this information in accordance with the standards issued by the Brazilian

Securities and Exchange Commission (CVM), applicable to the preparation of quarterly

information - ITR. Our responsibility is to express our conclusion on this interim accounting

information based on our review.

Scope of the review

We conducted our review in accordance with Brazilian and International Interim Information

Review Standards (NBC TR 2410 - Revisão de Informações Intermediárias Executada pelo

Auditor da Entidade and ISRE 2410 - Review of Interim Financial Information Performed by

the Independent Auditor of the Entity, respectively). A review of interim information

consists of making inquiries primarily of the management responsible for financial and

accounting matters and applying analytical procedures and other review procedures. The

scope of a review is significantly less than an audit conducted in accordance with auditing

standards and, accordingly, it did not enable us to obtain assurance that we were aware of

all the significant matters that could have been identified in an audit. Therefore, we do not

express an audit opinion.



9

Conclusion on the interim financial information

Based on our review, we are not aware of any fact that might lead us to believe that the

interim financial information included in the aforementioned quarterly information were not

prepared, in all material respects, in accordance with CPC 21(R1) and IAS34, issued by the

IASB, applicable to the preparation of the quarterly review - ITR, and presented in

accordance with the standards issued by the Brazilian Securities and Exchange

Commission.

Emphasis

Judicial Recovery Plan

As mentioned in explanatory note 1, on October 30, 2013 Óleo e Gás Participações S.A. –

Judicial Recovery, filed, in the Judicial District of the capital of the State of Rio de Janeiro, a

request for a court-supervised reorganization (judicial recovery) of the Company and its

subsidiaries, that was granted on November 21, 2013. At the June 3, 2014 general

meeting, the plans were approved by the creditors, being approved afterwards, on June

13, 2014 by the 4th Business Court of the Judicial District in the capital of the State of Rio

de Janeiro. In April 2015, the Company’s subsidiary OGX Petróleo e Gás S.A. - Judicial

Recovery signed its first standstill agreement ( "Private Instrument of Non-execution

Commitment") with the holders of convertible debentures (DIP) and credits of "incremental

facility" provided in the original plan, where they abstained from voting or from taking any

action related to claim collection of the amounts or to execute guarantees from DIP or

incremental facility for the term of the contract, which was extended until October 30,

2015. General meetings of debenture holders subsequent to that date, being the last held

on August 12, 2016, have postponed the resolution of this matter. Actions for the

preservation of such guarantees, and other conditions to the conversion of these debts into

shares, are described in the same note. Our conclusion does not contain any modification

with respect to this matter.

Going Concern

As mentioned in explanatory note 1, we draw attention to the fact that the interim financial

information for the six month period ended June 30, 2016 indicate that the current

liabilities exceeded its current assets by R$ 76,266 thousand. Additionally, the interim

financial information present a deficit in shareholder equity at the period then ended of

R$217,278 thousand. Additionally, as approved in Judicial Recovery Plan, the

Management's is working to conclude the proposal the merger of Óleo e Gás

Participações S.A. – Judicial Recovery by subsidiary OGX Petróleo e Gás S.A. - Judicial

Recovery within the period comprised by Judicial Recovery plan. Such conditions indicate

the existence of significant uncertainty that could raise relevant doubt as to the Company's

ability to continue as a going concern. Our conclusion does not contain any modification

with respect to this matter.



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Other matters

Interim information of added value

We also reviewed the interim statement of added value for the six month period ended

June 30, 2016, prepared under Management responsibility, for which presentation is

required in the interim information in accordance with the standards issued by the Brazilian

Securities and Exchange Commission (CVM) applicable to the preparation of quarterly

information - ITR, and considered as supplementary information by IFRS, which does not

require the presentation of the statements of added value. These statements were

submitted to the same review procedures described previously and, based on our review,

we are not aware of any fact that might lead us to believe that they were not prepared, in

all material respects, in accordance with the interim accounting information, taken as a

whole.

Rio de Janeiro, August 12, 2016

KPMG Auditores Independentes

CRC SP-014428/O-6 F-RJ

Anderson C. V. Dutra

Accountant CRC RJ-093231/O-6

Óleo e Gás Participações S.A. – Under court-supervised

reorganization (Publicly-held Company)

Statements of financial position as of June 30, 2016 and December 31,

2015

(In thousands of reais)

11

Liabilities

Current Liabilities

Trade Accounts Payable 10 1,434 2,153

Income tax, social contribution and other taxes payable 8 5 9

Salaries and payroll charges 92 77

Loans with related parties 9 76,035 91,091

Other accounts payable 151 151

Total Current Liabilities 77,717 93,481

Noncurrent Liabilities

Provision for investment losses 7 152,575 302,683

Total Noncurrent Liabilities 152,575 302,683

Equity (Unsecured Liabilities)

Capital Stock 11 8,821,155 8,821,155

Capital reserves 12 30,362 -

Currency translation adjustments - CTA (54,973) (154,466)

Accumulated losses (9,013,822) (9,038,635)

Total Equity (Unsecured Liabilities) (217,278) (371,946)

Total Liabilities and Equity (Unsecured Liabilities) 13,014 24,218

The accompanying notes are an integral part of the interim financial information.

Note 6/30/2016 12.31.2015

Assets

Current Assets

Cash and cash equivalents 5 374 59

Other credits and prepaid expenses 6 1,077 503

Total Current Assets 1,451 562

Noncurrent Assets

Long-term assets

Income tax, social contribution and other taxes recoverable 8 10,757 22,767

Credits with related parties 9 633 633

Investments 7 173 256

Total Noncurrent Assets 11,563 23,656

Total Assets 13,014 24,218



Statements of Income (Operations)

Three and six-month periods ended June 30, 2016 and 2015

(In thousands of reais, except for basic and diluted loss per share)

12

04/01/2016 to

01/01/2016

to

04/01/2015 to

01/01/2015 to

Note 6/30/2016

06/30/2016 06/30/2015

06/30/2015

Operating revenues (expenses)

General and administrative expenses 13 (906) (2,150)

2,684

(306)

Gain from altering interest in affiliate 7 - 18,228 - -

Realization of currency translation adjustments 7 - (14,031) - -

Realization of negative goodwill 7 - -

-

3,628

Equity in the earnings of subsidiaries 7 32,960 15,973

(71,807)

(91,358)

Results before financial result and taxes 32,054 18,020

(69,123)

(88,036)

Financial Results

Financial Revenue 14 199 602

448

1,484

Financial expenses 14 (1,500) (3,134)

(291)

(1,686)

Net exchange variation 4,743 9,325 1,427 (8,440)

3,442 6,793

1,584

(8,642)

Results before taxes 35,496 24,813

(67,539)

(96,678)

Income tax and social contribution 8 - -

-

-

Profit (Loss) for the period 35,496 24,813

(67,539)

(96,678)

Basic and Diluted Earnings (Loss) per Share - (In

R$)

18

0.76678

(2.98756)




Statements of comprehensive income

Three and six-month periods ended June 30, 2016 and 2015


13

04/01/2016 to 01/01/2016 to 04/01/2015 to 01/01/2015 to

06/30/2016 06/30/2016 06/30/2015 06/30/2015

Profit (Loss) for the period 35,496 24,813 (67,539) (96,678)

Currency translation adjustments - CTA 33,457 99,493 11,849 (45.558)

Total Comprehensive Income 68,953 124,306 (55,690) (142,236)


Óleo e Gás Participações S.A. – Under court-supervised reorganization (Publicly-held

Company)

Statements of changes in equity (unsecured liabilities)

Periods ended June 30, 2016 and 2015


14

Note

Capital

Stock

Capital

reserve

Other

comprehensi

ve income

Accumulated

(losses)

Total

Balances as of January 1, 2015 8,821,155 96,552 (5,662) (8,893,511) 18,534

Pro rata recognition and cancelation/ forfeiture of stock options 13 - (6,322) - - (6,322)

Currency translation adjustments - CTA 7 - - (45,558) - (45,558)

Net loss for the period - - - (96,678) (96,678)

Balances as of June 30, 2015 8,821,155 90,230 (51,220) (8,990,189) (130,024)

Currency translation adjustments – CTA

- - (103,246) - (103,246)

Offsetting of accumulated losses - (90,230) - 90,230 -

Net loss for the period - - - (138,676) (138,676)

Balances as of December 31, 2015 8,821,155 - (154,466) (9,038,635) (371,946)

Premium on share issue 13 - 30,362 - - 30,622

Currency translation adjustments - CTA 7 - - 99,493 - 99,493

Profit for the period 7 - - - 24,813 24,813

Balances as of June 30, 2016 8,821,155 30,362 (54,973) (9,013,822) (217,278)




Statements of cash flows



15

Note 06/30/2016 6/30/2015

Cash flows from operating activities:

Profit (Loss) for the period 24,813 (96,678)

Adjustments to reconcile loss to cash flows from operating activities:

Equity in the earnings of subsidiaries (15,973) 91,358

Gain from altering interest in affiliate (18,228) -

Realization of currency translation adjustments 14,031 -

Unrealized exchange variation on loans and financings 9 (9,415) 9,255

Interest/charges on financing 2,589 974

Realization of negative goodwill 9 - (3,628)

Others 7 - (3,465)

Cash provided by (used in) operating activities (2,183) (2,184)

Changes in assets and liabilities

Other credits and related parties 9 (574) 525

Income tax, social contribution and other taxes recoverable 8 12,010 2,972

Trade Accounts Payable 10 (719) (1,286)

Salaries and payroll charges 15 (2,938)

Income tax, social contribution and other taxes payable (4) (12)

Other accounts payable 8 - (4,645)

10,728 (5,384)

Net cash provided by (used in) operating activities 8,545 (7,568)

Cash flows from financing activities:

Loans and financing 9 3,770 9,619

Amortization of principal 9 (12,000) (2,147)

Net cash provided by (used in) financing activities

(8,230) 7,472

Cash and cash equivalents variation 315 (96)

Statement of cash and cash equivalents variation

Opening balance of cash and cash equivalents 59 195

Closing balance of cash and cash equivalents 374 99

Cash and cash equivalents variation 315 (96)




Statements of value added



16

Note

6/30/2016

06/30/2015

Inputs acquired from third parties

Materials, energy, outsourced services and others (1,633) 1,962

Gross value added (1,633) 1,962

Net value added produced by the Company (1,633) 1,962

Value added received in transfer

Equity in the earnings of subsidiaries 7 15,973 (91,358)

Gain from altering interest in affiliate 7 18,228 -

Realization of negative goodwill 7 - 3,628

Realization of currency translation adjustment (14,031) -

Financial Revenue 14 9,927 1,484

30,097 (86,246)

Total value added to distribute 28,464 (84,284)

Distribution of value added

Employees

Direct compensation 395 1,538

Taxes

Taxes, fees and contributions 122 730

Financial expenses 14 3,134 10,126

Value distributed to shareholders

Profit (loss) for the period 24,813 (96,678)

Total value added distributed 28,464 (84,284)






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Notes to the interim financial information

(Amounts expressed in thousands of Brazilian Reais - except when indicated

otherwise)

1 Operations

1.1 Corporate structure Óleo e Gás Participações S.A. - Under court-supervised reorganization (“OGPar” or

“Company”) was founded on April 10, 2006, under the name Centennial Asset Participação

Corumbá S.A. After a spinoff of the net assets associated to businesses other than oil and gas,

on September 3, 2007 the name was changed to OGX Petróleo e Gás Participações S.A. and

subsequently, on December 6, 2013, to the current name. Headquartered in the city of Rio de

Janeiro, the Company’s purpose is to hold interests in other companies operating in the oil and

gas segment, both Brazilian and foreign and organized in any business format.

On September 30, 2014, in order to optimize the operating costs of the OGPar Group, the

interests that OGPar held in OGX International and OGX R-11 were transferred to OGX P&G.

Further on the latter date, all the conditions precedent required for extinction of the pre-petition

and post-petition debts of OGX P&G through the issue of equity instruments had already been

fulfilled. As a result, the conversion was already mandatory as prescribed by the court-

supervised reorganization Plan approved by the creditors and ratified by the Reorganization

Court. The conversion and resulting dilution of the interest of OGPar to 28.57% was formalized

on October 16, 2014. On March 30, 2016, the Board of Directors of the OGX P&G affiliate

voted to increase the capital stock by capitalizing credit within the limit of authorized capital

pursuant to article 6 of OGX P&G’s Bylaws. The capital increase was carried out by a private

issue of 12,531,821 registered non-par value common shares at an issue price of R$9.38 per

share, of which R$0.01 per share was allocated to the capital account due to the Company's

negative equity and the remaining R$9.37 per share was allocated to its capital reserve.

Although the procedure for the share issue is still ongoing, the Company believes that the equity

instruments were due to be converted by the first quarter of 2016. As a result of the latest issue

of the above-mentioned shares, OGpar's interest in OGX P&G was again diluted from 28.57%

to 25.89%. For more details, see Note 4 item (i).





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In light of the above, as of June 30, 2016 the Company has the following corporate structure:

OGX Petróleo e Gás S.A. - Under court-supervised reorganization (“OGX P&G”):

Originally founded as a limited liability company (Ltda.) on June 27, 2007 and headquartered in

the city of Rio de Janeiro, the Company’s purpose is to engage in activities authorized or

granted by the Brazilian federal government involving research, extraction, refining, processing,

sale and transportation of oil, natural gas and other hydrocarbons, as well as any other correlated

activities. By acting either directly or through subsidiaries, OGX P&G may further carry out the

activities that make up its purpose in Brazil or outside of the nation’s territory and hold interests

in other companies. On July 2, 2012, it became a joint stock corporation (S.A.) and, on account

of this change, its reference name was changed from “OGX Ltda.” to “OGX P&G”.

Sucursal Colômbia (“OGX Colômbia”): The Colombian branch of OGX P&G was founded

on October 26, 2010 to manage operations involving the exploration blocks acquired in that

country.

OGMP Transporte Aéreo Ltda. (“OGMP”): The corporate purpose of this subsidiary, which

was founded on April 6, 2011, headquartered in the city of Rio de Janeiro, is the acquisition of

aircraft to provide air taxi services and lease of aircraft with crews, including for offshore

operations. It may also hold interests in other companies. It currently does not hold any fixed

assets. OGMP’s shareholders are OGPar (50%) and the related company Eneva S.A. (50%).

Parnaíba Gás Natural S.A. (“PGN”): Founded on September 25, 2009 under the legal name

OGX Maranhão Petróleo e Gas Ltda, and headquartered in the city of Rio de Janeiro, this

subsidiary has the same corporate purpose as OGX P&G. On December 29, 2011, it was

transformed from a limited liability company into a joint stock corporation and on September

10, 2013 OGPar transferred the shares it held in PGN to OGX P&G through a capital increase.

On October 30, 2013, its name was changed from OGX Maranhão Petróleo e Gás S.A. to the





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current name. On February 19, 2014, DD Brazil Holdings S.À.R.L. (“E.ON”) and an investment

fund managed by Cambuhy Investimentos Ltda. (“Cambuhy”) concluded their investment in

Parnaíba Gás Natural S.A. (“PGN”) by means of a capital increase, as prescribed in the

Subscription Agreement entered into on October 30, 2013 by the Company, E.ON, Cambuhy,

Eneva S.A., PGN and others. After the completion of the capital increase, OGX Petróleo e Gás

S.A., had an interest equivalent to 36.36% of PGN’s capital stock, while Eneva, E.ON and

Cambuhy had interests of 18.18%, 9.09% and 36.37%, respectively. On March 24, 2016, an

agreement was entered into between OGX P&G and Eneva S.A. ("OGX Subscription

Agreement"), as was an agreement between Eneva e Cambuhy I Fundo de Investimento em

Participações ("Cambuhy") ("Cambuhy Subscription Agreement" and, together with the OGX

Subscription Agreement, "Subscription Agreements"). Under the agreement, OGX P&G

promised to subscribe part of the new common shares to be issued for Eneva's private capital

increase, by contributing its entire interest in Parnaíba Gás Natural S.A. ("PGN") at the time of

the subscription ("OGX Interest"). In turn, pursuant to the Cambuhy Subscription Agreement,

subject to certain conditions precedent, Cambuhy promised to subscribe part of the new

common shares to be issued for Eneva's private capital increase, by contributing (i) all of its

interest in PGN ("Cambuhy Interest"); and (ii) all PGN convertible debentures from the 3rd and

4th issue ("Debentures" and, together with Cambuhy Interest, "Cambuhy Assets" and, together

with OGX Interest, "PGN Assets"). In turn, Eneva, subject to certain conditions precedent, will

hold a privately subscribed capital increase ("Private Capital Increase") that will enable

Cambuhy and OGX to contribute PGN Assets in an estimated amount of approximately R$1.15

billion, subject to approval of the respective valuation reports by Eneva's general meeting

pursuant to Article 8 of Brazil's Law of Business Corporations and subject to the rights of first

refusal of Eneva's shareholders pursuant to Article 171 of Brazilian Corporation Law. The

shares' agreed issue price of R$0.15 per share was determined pursuant to Article 170,

Paragraph 1, item III of Brazilian Corporation Law. As a result of carrying through the Private

Capital Increase by contributing Cambuhy Assets or all PGN Assets to Eneva's capital

(depending on the case, "Transaction"), Eneva may hold up to 100% of PGN's share capital and

be its sole shareholder, whereas Cambuhy and OGX P&G may become Eneva shareholders. On

July 15, 2016, OGX P&G announced to the market that Nordic had agreed to the immediate

sale, by OGX P&G, of shares corresponding to five percent (5%) of its interest in PGN. For

more details, see Note 19 item.

OGX R-11 Petróleo e Gás S.A. (“OGX R-11”): This subsidiary was founded on October 4,

2013, headquartered in the city of Rio de Janeiro, and it has the same corporate purpose as OGX

P&G.

OGX International GmbH - Under court-supervised reorganization (“OGX

International”): Founded on November 11, 2009, headquartered in the city of Vienna, Austria,

this subsidiary’s purpose is to hold interests in other companies and engage in any type of

business.

OGX Austria GmbH - Under court-supervised reorganization (“OGX Austria”): Likewise

founded on November 11, 2009 and headquartered in Vienna, Austria, this subsidiary’s purpose

is to engage in all activities related to the sale of oil, natural gas and all other hydrocarbons,

including import, export, processing, transportation and storage. It may further acquire, maintain

and dispose of interests in other companies and sign lease agreements.

OGX Netherlands Holding B.V. (“OGX Netherlands Holding”): Founded on July 23, 2012, headquartered in The Hague, in the Netherlands, this subsidiary’s purpose is to engage in the





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exploration, production and sale of oil and its by-products, natural gas and other hydrocarbons. It may further hold interests in other companies and provide technical services for the O&G industry, and also engage in other activities associated with this industry. At present, its main operating activities consist of holding interests in other Dutch companies. OGX Netherlands B.V. (“OGX Netherlands”): This subsidiary was founded on March 19, 2010, also headquartered in The Hague, in the Netherlands. Its corporate purpose is the exploration and production, as well as sale of oil and its by-products, natural gas and other hydrocarbons. It may further provide technical services for the O&G industry, as well as engage in other activities associated with this industry. Presently, its main operating activities consist of acquiring and leasing equipment to OGX P&G for use in the O&G industry.

Parnaíba B.V. (“Parnaíba B.V.”): Founded on November 15, 2012, this subsidiary is also headquartered in The Hague, in the Netherlands, and has the same purpose as OGX Netherlands. Currently, its main operations consist of acquiring and leasing to PGN equipment to be used in the O&G industry.

Atlanta Field B.V. (“Atlanta Field”): This subsidiary was founded on November 2, 2012, and is headquartered in Rotterdam, in the Netherlands. At present, its main operations consist of acquiring and leasing equipment to be used in O&G exploration and production by the consortium comprised of OGX P&G, Queiroz Galvão E&P and Barra Energia for operations in the Atlanta and Oliva fields.

1.2 Portfolio of the OGX P&G investee

Development and production fields

As of June 30, 2016, the Company’s associate OGX P&G held interests in the following fields:

No. Country Basin Blocks Field Operator

% held

by OGX

P&G Contractual production phase

1 Brazil Campos BMC 41 Tubarão Azul OGX P&G 100% May 9, 2012 to May 9, 2039 (v)

2 Brazil Campos BMC 39 / 40 Tubarão Martelo OGX P&G 100% April 19, 2012 to April 19, 2039 (vi)

3 Brazil Santos BS-4 Atlanta Queiroz Galvão E&P 40% Dec. 27, 2006 to Dec. 27, 2033

4 Brazil Santos BS-4 Oliva Queiroz Galvão E&P 40% Dec. 27, 2006 to Dec. 27, 2033

Exploratory concessions

As of June 30, 2016, the Company’s associate OGX P&G participated in the following

exploratory concessions:

No.

Country

Basin

Blocks

Operator

% held by OGX

P&G

Contractual exploration

phase

1 Brazil Espírito-Santo BM-ES-40 Perenco 50% (i) 2 Brazil Espírito-Santo BM-ES-41 Perenco 50% (i)

3 Brazil Potiguar POT-M-475 ExxonMobil 65% Sep 15, 2020 (ii)

4 Brazil Ceará CE-M-603 ExxonMobil 50% Aug 28, 2020 (ii) 5 Colômbia Cesar Rancheria CR-2 OGX P&G 30% (iii)

6 Colômbia Cesar Rancheria CR-3 OGX P&G 30% (iii)

7 Colômbia Cesar Rancheria CR-4 OGX P&G 30% (iii)

(i) The operator filed a revised proposal for the Discovery Appraisal Plan for BM-ES-40 and BM-ES-41. On April

19, 2016, the Company submitted to the ANP a request for authorization of the assignment of rights. After





21

approval by the ANP, the 50% interest held by the Company will be assigned as follows: (i) 40% to the current

operator Perenco and (ii) 10% to Sinochem.

(ii) Date of the end of the second exploratory period. On September 11, 2015, the Company signed an agreement for

assignment of those areas to Azibras Exploração de Petróleo e Gás Ltda, subject to conditions precedent,

including, but not limited to, approval by the ANP.

(iii) In December 2014, Colombia’s National Hydrocarbon Agency (“ANH”) approved the sale of 100% of the blocks

located in the Lower Magdalena Valley basins (“VIM-5” and “VIM-19”) and 100% of the economic rights to the

blocks located in the Cesar Rancheria basins (“CR-2”, “CR-3” and “CR-4”). The sale of blocks CR-2, CR-3 and

CR-4 calls for an initial transfer of 70% of the interest held by OGX in the blocks to the buyer, with OGX

remaining, on a provisional basis, as operator and holder of 30% of such assets, until the end of the exploratory

period.

(iv) In the process of abandonment. In accordance with the material fact of January 22, 2016, the decommissioning of

the production vessel FPSO OSX-1, operating in the field, was concluded.

(v) On January 19, 2016, the Company filed a request for the temporary suspension of production in the Tubarão

Martelo Field (”TBMT Field”) with the Brazilian National Agency of Petroleum, Natural Gas and Biofuels

("ANP"). The temporary suspension of production in the TBMT Field was requested mainly based on (a) the

current challenges faced by the O&G industry, including the downward trend of Brent prices in the international

market; (b) the initial high estimate of productivity of the wells, which later proved to be incompatible with the

field’s effective potential; and (c) high operating lease costs from FPSO OSX-3. On April 26, 2016, the Company

filed a request with the ANP to resume production at the TBMT field. On July 1, 2016, the Company received a

letter from the ANP authorizing the immediate resumption of production at the TBMT field, through FPSO OSX-

3. The TBMT field is currently operational.

1.3 Return of areas On February 3, 2015, OGX P&G sent an official letter to the ANP informing it of the return of

the Rêmora field in block BMC 40 of the Campos basin. The return of this field, whose CAPEX

was already provisioned for the loss, does not affect OGX P&G’s Business Plan, as approved

by the Board of Directors at the beginning of 2015, which already did not consider any

revenues, expenses and other expenditures relating to Rêmora. On October 19, 2015, ANP’s

Board of Directors approved the return of the Rêmora Field

On April 1, 2015, OGX P&G informed the ANP of the return of five exploratory blocks it was

operating in the Pará-Maranhão Basin, given that further exploratory activity in such blocks was

rendered unfeasible owing to lack of definition regarding the environmental licensing process

for such areas. On May 27, 2015, the ANP approved the return of the Pará Maranhão blocks -

PAMA–M-407, PAMA –M-408 PAMA –M-443 PAMA –M-591, PAMA –M-624.

1.4 Court-supervised reorganization

I. Court-supervised reorganization of the OGX Group On October 30, 2013, Óleo e Gás Participações S.A. - Under court-supervised reorganization

(“OGPar”), in view of the unfavorable financial situation facing it and the series of losses, as

well as the then recently and shortly due maturity of most of its indebtedness, filed for court-

supervised reorganization, under No. 0377620-56.2013.8.19.0001, in the Fourth Judicial

Corporate District of the Capital of the State of Rio de Janeiro. This petition was filed by

OGPar together with similar petitions for its subsidiaries OGX Petróleo e Gás S.A. - Under

court-supervised reorganization (OGX P&G), OGX International GmbH - Under court-

supervised reorganization and OGX Austria GmbH - Under court-supervised reorganization, as

provided by Article 51 and subsequent articles of Law 11101/05 (“LFR”), as an urgent

measure, as decided by its Board of Directors on October 30, 2013 (“Court-supervised

reorganization”).





22

OGPar’s Management and its associates at that time believed that, given the challenges arising

from the Group’s economic-financial situation, a court-supervised reorganizationwas the most

appropriate measure to preserve the continuity of its business as a going concern and to protect

the interests of OGPar and its stakeholders.

On November 21, 2013, the Reorganization Judge rendered a decision (i) granting the

processing of the court-supervised reorganization of OGPar and OGX P&G, as well as (ii) not

granting the processing of the court-supervised reorganization of OGX International and OGX

Austria, since the judge believed that his court had no jurisdiction over the latter two

companies. An interlocutory appeal (No. 0064658-77.2013.8.19.0000) was filed against the

latter decision, which was unanimously granted on February 19, 2014. On July 23, 2014, the

appeal for clarification of the cited decision filed by the prosecution office was denied. The

special appeal filed by the prosecution office against the decision in the appeal was not

admitted by the Court of Justice of Rio de Janeiro by decision published on July 2, 2015, and is

not yet unappealable.

On February 14, 2014, each company filed an individual Court-supervised Reorganization Plan

(“Plan”), detailing the reorganization means to be employed, demonstrating their economic

feasibility, and appraisal reports of their assets. The companies further submitted the list of

creditors that are being paid under the terms and conditions indicated in each Plan. The notice

containing the list of creditors was published on March 6, 2014 and the interested parties

submitted to the court-appointed administrator (“Deloitte”) their qualifications or

disagreements as regards the credits listed. The Plan was approved by the respective creditors

in each of the general meetings held on June 3, 2014 and ratified by the Reorganization Court,

according to the decision published in the Diário Oficial de Justiça of June 26, 2014

(“Confirmatory Decision”).

II. OGX Group Reorganization Plan In brief, the OGX Group Plan calls for the following means of reorganization: (i) obtaining new

financings; (ii) selling off assets; (iii) resizing operations; (iv) paying off part of the debts in

cash; (v) converting part of the debts into OGX P&G’s capital stock; and (vi) carrying out the

corporate reorganization of the OGX Group.

The OGX Group has obtained funding through the following financings, in the manner

prescribed by Articles 66 and 67 of the above-cited Law (LFR), in chronological order:

i. Bridge Loans Very short-term loans contracted by OGPar in the amounts of US$15 million and US$50

million, used to recover OGX’s working capital and settle obligations with the consortium

known as Consórcio BS-4;

ii. Debtor-In-Possession (DIP) Financing This type of financing has been granted by creditors and some new financing entities, by means

of subscription to debentures, in the total amount of US$215 million, which will be converted

into capital in the event certain conditions precedent are fulfilled, such that these creditors and

new financing entities become shareholders of OGX (“DIP Financing”); and

iii. Additional Loan The main portion of the additional loan, in the amount of approximately US$73 million, was

allocated to the settlement of cash calls outstanding with respect to Consórcio BS-4, in view of

the importance of this asset for OGX.





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a. Details on the DIP financing

Form: OGX P&G issued convertible debentures in the total amount of US$215 million

(“Debentures”). The Debentures have been issued in 3 series, as follows:

i. 1st Series Debentures: issued, subscribed and paid up in the total amount of US$125 million;

ii. 2nd Series Debentures: issued, subscribed and paid up in the total amount of US$82.5 million;

and

iii. 3rd Series Debentures: issued, subscribed and paid up in the total amount of US$7.5 million.

Destination: the funds obtained by means of the DIP Financing have been used to pay off post-

petition obligations, finance certain capital investments and operating expenses in order to

maintain the activities of OGX P&G, as well as paying expenses related to the court-supervised

reorganization.

Guarantees:

Chattel mortgage of the oil and gas owned by OGX P&G in any of the following production

fields, respecting OGX P&G’s interests in each one of these fields: (a) Block BS-4; (b) Tubarão

Martelo; and (c) Blocks POT-M-762, CE-M-661, POT-M-475 and CE-M-603;

Fiduciary assignment of: (a) all the credit rights arising from the sale of oil and gas owned by

OGX, (b) the credit rights held by OGX P&G with respect to PGN arising from the Shared

Costs Agreement Termination and Release entered into by OGX P&G, PGN and Eneva S.A. on

October 30, 2013, as well as the promissory notes issued by PGN in favor of OGX P&G related

to the Shared Costs Agreement Termination and Release; and (c) the restricted account into

which the funds derived from such credit rights will be deposited;

Fiduciary assignment of: (a) the credit rights held by OGX P&G against the Brazilian Federal

Government based on its right to reimbursement for overpayment of Corporate Income Tax,

and (b) the restricted account into which the funds derived from such credit rights will be

deposited;

Pledge of the rights emerging from the interest held by OGX P&G in the contracts related to

the BS-4 concession;

Fiduciary assignment of the following, among other rights: (a) the credit rights held by OGX

with respect to Cambuhy derived from the Purchase and Sale Agreement, (b) OGPar’s credit

rights from any subrogation with respect to the rights of the respective creditors of the Private

Indenture for the First Public Issue of Non-Convertible Unsecured Debentures, with Personal

Guarantee, in a Single Series, of Parnaíba; Credit Agreement entered into by PGN, OGPar,

MPX Energia S.A. and Morgan Stanley Bank, N.A.; and the Private Instrument for Chattel

Mortgage of Shares and Other Settlements entered into by OGPar, MPX Energia S.A., Planner

Trustee Distribuidora de Títulos e Valores Mobiliários Ltda. and PGN, (c) the restricted

accounts into which the funds derived from such credit rights will be deposited;

Fiduciary assignment of the credit rights held by OGX P&G and OGPar arising from:

(a) insurance contracts; (b) judicial and extrajudicial litigation (including in the case of

commencement of litigation against Brasil E&P Ltda.); (c) agreements and other instruments;

(d) any other credit rights that are not the object of another specific guarantee, and (e) fiduciary





24

assignment of the restricted accounts into which the funds derived from such credit rights will

be deposited;

Chattel mortgage of the assets owned by Parnaíba B.V.;

Fiduciary assignment of: (a) any and all credit rights held by OGX P&G arising from the

paying in of the 1st Series of Debentures under the Credit Instrument, which will be deposited

into an restricted account maintained by OGX and (b) the restricted account in question;

Pledge of all the shares issued by Parnaíba B.V.;

Pledge of the credit rights held by OGX Netherlands against MPX Energia GmbH derived from

the sale of the shares issued by Parnaíba B.V.;

Pledge of the credit rights held by OGX Netherlands against Parnaíba B.V.;

Pledge of receivables, right of sale and other rights related to the exportation agreement of

OGX P&G and the Guarantors;

Fiduciary assignment of OGX P&G and OGPar shares, to be constituted by the parties after

approval of the Reorganization Plan;

Pledge of the rights emerging from the interests held by OGX P&G in the concession

agreements relating to Tubarão Martelo’s BM-C-39 and BM-C-40, and the concession

agreements for the 11th Round to be constituted by the parties after approval of the

Reorganization Plan; and

Pledge of shares issued by OGX International, OGX Austria, OGX Netherlands B.V. and OGX

Netherlands Holding B.V., to be constituted after approval of the Reorganization Plan.

Conversion into capital: The Debentures will be automatically converted into shares after

fulfillment or express waiver of the conditions precedent indicated in the respective debenture

indenture and subscription agreement (“Capital Increase Through Conversion of Debentures”).

b. Restructuring of the pre-petition and post-petition debts held by debtors expressly

adhering to the Plan

Form The Court-supervised reorganization Plans call for the restructuring of pre-petition and post-

petition debts held by creditors adhering to the Plan through the conversion of such credits into

OGX P&G’s capital (“Capital Increase Through Capitalization of Credits”).

OGPar’s unsecured creditors are to be paid in 48 equal and consecutive monthly installments,

with the first payment occurring on January 30, 2015, and the remaining payments on the 30th

day of each month through December 30, 2018. Creditors that are suppliers of OGX P&G may

choose to receive a cash amount corresponding to as much as R$30,000, limited to the amount

of the respective credit. This amount was paid in three equal and consecutive monthly

installments on January 30, February 28 and March 30, 2015. Any remaining credit balance

was converted into OGX P&G’s capital stock.





25

Finally, the financial credits of OGPar and OGX P&G, including, but not limited to, the pre-

petition debts retained by the Bondholders relating to the 2018 Bonds and the 2022 Bonds, as

well as the credits held by the OSX Group, will be paid in full through the conversion of the

credits into OGX P&G’s capital, provided that certain conditions precedent, which are listed in

the Plans, are fulfilled.

Such conversion of the pre-petition and post-petition debts occurred on October 16, 2014. See

item G - Status of implementing the means for reorganization.

So far, the OGX Group does not have any labor credit subject to the court-supervised

reorganization. In the event any labor credits are recognized by court decision or agreement

between the parties, such labor credits will be paid in twelve (12) equal and consecutive

monthly installments.

So far the OGX Group does not have any creditor with personal guarantee. In the event any

credits with personal guarantee are recognized owing to a court decision, arbitration proceeding

or agreement between the parties, said creditors will be treated in the same manner as the

unsecured creditors.

The credits held by related parties that are direct or indirect subsidiaries of OGPar are novated

by the Plan and will be paid in a lump sum of the principal due in twenty (20) years counting

from the Plan approval date or on July 30, 2034, whichever occurs last. In addition, OGX

Austria has acknowledged that it is a debtor of OGX P&G by force of the subrogation in favor

of OGX P&G as a result of the delivery of shares for payment of the Bondholders’ pre-petition

debts, as per implementation of the Capital Increase Through Capitalization of Credits.

Amount of the capital increase, unit price of shares and first refusal rights

The amount of the capital increase corresponds to the total amount of the pre-petition debts in

the list of creditors, plus the total amount of the post-petition debts adhering to the Plan. In the

event of an increase in the amount of credits arising from a unappealable court decision, OGX

P&G is to issue as many common shares as are required to allow the capitalization of the new

credits. The unit price of the shares was calculated in such a manner as to grant the pre-petition

and post-petition debtors adhering to the Plan a joint interest equivalent to 71.43% of the

shares. After the conversion of the 1st, 2nd and 3rd series of Debentures into OGX’s capital and

merger of OGPar by OGX P&G (see the following section entitled “Merger and Restructured

OGX”), the final joint interest of the creditors will be 25% of the shares issued by Restructured

OGX. The Capital Increase Through Capitalization of Credits occurred in a private manner,

therefore granting first refusal rights to the shareholders of OGX. The shareholders of OGX

P&G waived this right, thus allowing the entire amount of the credits to be capitalized in

shares.

c. Corporate Restructuring (Merger and Restructured OGX) After carrying out and implementing (i) the Capital Increase Through Capitalization of Credits;

and (ii) the Capital Increase Through Conversion of Debentures, the Management of OGPar

and OGX P&G undertake to take such steps as required for the merger of OGPar by OGX

(“Merger”), including proposing such operation to the respective shareholders. The Merger will

result in a new publicly-held company with shares traded on the listing segment known as the

BM&FBOVESPA’s Novo Mercado (“Restructured OGX”).





26

The exchange ratio to be proposed to the shareholders of OGPar and OGX P&G for the Merger

will be that which results in the following final corporate structure of Restructured OGX

immediately after the Merger:

Shareholders Interest in

Restructured OGX

Eike Batista 1 share

EBX 5.02%

Other OGPar shareholders (as of the date of the calling of the Extraordinary Shareholders’

Meeting related to the Merger) 4.98%

New financing entities of the 1st Series of Debentures 41.98%

New financing entities of the 2nd and 3rd Series of Debentures 23.02%

Pre-petition and post-petition debtors (that adhered to the Plan) 25.00%

The purpose of the Merger, after the capitalization operations prescribed in the Plan are carried

out, is to level all the stakeholders in one company and to grant all the then shareholders access

to the capital markets, with the possibility of trading their shares and monetizing them as they

deem fit, as well as to participate in any appreciation in the value of the assets, if such is the

case.

Warrants As an additional advantage to the subscription of the new shares of OGX P&G to be issued as a

result of the Merger, the shareholders of OGPar will receive a warrant of Restructured OGX

under the following terms and conditions: (i) exercise term of five years; (ii) a number of

common shares to be subscribed to that represents 15% of the total capital stock of

Restructured OGX, considering an issue price based on the appraisal value of the Restructured

Company in the amount of US$1.5 billion.

d. Resolutory terms and conditions of the Plan The following are resolutory terms and conditions that may result in the cancellation of the

approval already granted to the Plan and the immediate calling of a new meeting of creditors to

decide on an alternative to the Plan or the bankruptcy of OGPar: (i) the verification, up to the

time the Capital Increase Through Capitalization of Credits occurs, of any false or incorrect

statement in any representation or guarantee provided by OGPar in the Plan; (ii) non-

compliance by any of the direct and indirect shareholders of OGPar with any obligation

assumed under the Plan or the carrying out of any act or measure that is incompatible with the

Plan’s provisions; (iii) failure to meet the conditions precedent for the Capital Increase Through

Capitalization of Credits within 120 days of the ratification of the Plan or by September 30,

2014, whichever occurs first (a condition which was waived at the general creditors’ meeting

held on September 29, 2014); (iv) failure to hold an Extraordinary Shareholders’ Meeting and

perform other acts required to implement the Capital Increase Through Capitalization of Credits

within 140 days of the ratification of the Plan or by October 20, 2014, whichever occurs first;

(v) the non-adherence to the Plan by post-petition debtors that are related parties, especially the

companies of the OSX Group; and/or (vi) non-approval of the Plan by the General Creditors’

Meeting, in the manner provided by the Brazilian Bankruptcy Law.

e. Appeals pending judgment Although a special appeal to the Superior Court of Justice (STJ) was lodged against the

decision that admitted processing of the court-supervised reorganization in relation to OGX

International and OGX Austria, the Company’s Management, supported by its external legal





27

counsel, believes that the outcome of such appeal will not materially affect implementation of

the means for reorganization set out in the Plan. Moreover, four interlocutory appeals (no.

0032962-86.2014.8.19.0000, 0033122-14.2014.8.19.0000, 0033135-13.2014.8.19.0000 and

0039682-69.2014.8.19.0000) were filed against the Confirmatory Decision. On December 3,

2014, the Court of Justice of Rio de Janeiro partly granted the Interlocutory Appeals filed

against the Confirmatory Decision, solely and exclusively in order to: (i) declare null and void

the Plan clause which deems that the agent is not liable for any loss resulting from the sale of

shares granted to him/her by the pre-petition and/or post-petition debtors, and (ii) extend the

invalidity of the clause governing the Put Option also to those creditors that abstained from

voting or did not appear at the general creditors’ meetings that resolved on the Plans. These

four appeals are still being analyzed by the Court of Justice of Rio de Janeiro, owing to the fact

that special appeals have been lodged by the respective appellants, which were denied by the

Court of Justice of Rio de Janeiro. At the moment, the interested parties may still file new

appeals regarding the decisions related to unappealability with the STJ. Once again, the

Company’s Management, supported by its external legal counsel, believes that the results of

such appeals will not materially affect the implementation of the means for reorganization in

the Plan.

f. Status of implementation of the means for reorganization On September 1, 2014, the subscription and paying in of the 2nd Series of Debentures of the

DIP Financing were concluded. The deadline for subscribing to and paying in the 3rd Series of

Debentures of the DIP Financing, the conclusion of which, according to the terms and

conditions of the Court-supervised reorganization Plan, had been set for August 29, 2014, was

suspended by a decision of the Reorganization Court rendered on the cited date, owing to the

filing of a petition by certain creditors that, although expressing interest in participating in the

DIP Financing, did not qualify, in the Company’s view, to subscribe to the 3rd Series of

Debentures under the Plan’s requirements. Accordingly, such creditors pleaded their right to

participation, without, however, causing any loss or effect to the creditors that already

subscribed to and paid in the 3rd Series of Debentures of the DIP Financing.

On September 18, 2014 the Brazilian Securities Commission (CVM) granted OGX P&G

Registration as a Category A Issuer.

On October 16, 2014, unanimous approval was granted at an Extraordinary Shareholders'

Meeting held by OGX P&G to the Capital Increase Through Capitalization of Credits, in the

total amount of eight hundred and sixty-two thousand, five hundred and fifty-nine reais and

eighty-six centavos (R$862,559.86), with the amount of thirteen billion, eight hundred million,

one hundred and eight thousand, one hundred and eighty-nine reais and sixty-six centavos

(R$13,800,108,189.66) being attributed to the capital reserve, for a total capitalization of

thirteen billion, eight hundred million, nine hundred and seventy thousand, seven hundred and

forty-nine reais and fifty-two centavos (R$13,800,970,749.52), with eighty six million, two

hundred and fifty-five thousand, nine hundred and eighty-six (86,255,986) new OGX P&G

registered book-entry common shares with no par value, at one hundred and sixty

reais(R$160.00) per share. Such new shares were distributed to the creditors holding the

Credits, in proportion to the amount of their respective Credits held against OGX. The

capitalization of the pre-petition and post-petition debts was implemented on that same date in

October. Notwithstanding the fact that the Extraordinary Shareholders’ Meeting formalizing

extinction of the debts through the issue of equity instruments occurred on October 16, 2014, as

of September 30, 2014, all the conditions precedent for extinction of the debts in question had

already been fulfilled so that conversion was mandatory under the terms of the court-supervised





28

reorganization plans approved by the creditors and confirmed by the Court. Accordingly, as of

September 30, 2014, the Company was no longer obliged to settle said liabilities by turning

over cash or other assets and, on account of this, in the third quarter of 2014, it eliminated such

debts from its financial statements, with contra entries in the capital stock, capital reserve and

profit and loss for the period. See Note 35.

In April 2015, the Company entered into a Support and Standstill Agreement with certain

consenting creditors, who hold the majority of the convertible debentures (DIP) and the credits

resulting from the incremental facility of US$73 million. This agreement establishes that,

subject to the fulfillment of the conditions established therein, during the standstill period,

consenting creditors will refrain from voting or taking any action to collect amounts or perform

any guarantees of the DIP or incremental facility. The standstill period, except in the case of

early maturity, would remain in force until the conversion of the DIP or August 15, 2015,

whichever came first. On August 14, 2015, with no conditions having been established for the

conversion of the DIP and/or payment of the incremental facility through the First Amendment

to the Support and Standstill Agreement, such contract was extended to October 30, 2015.

Considering that the conditions and requirements were not met until October 30, 2015, a

Debenture Holders’ Meeting was called for November 13, 2015. The majority of the debenture

holders decided to suspend said Meeting and reopen it on November 25, 2015 in view of the

ongoing negotiations regarding the sale of Parnaíba Gas Natural’s shares held by the Company.

On August 12, 2016, the majority of the debenture holders attending the General Meeting of the

holders of convertible debentures did not object to the proposal to end said Meeting without

resolving on the extension of the term for the “Covenant Not to Do” signed on May 14, 2015

by and between OGX, OGPar and Oliveira Trust Distribuidora de Títulos e Valores Mobiliários

S.A., in the latter’s capacity as fiduciary agent. The Company does not have control over

execution of guarantees whereas these debenture holders do. The Company's management

believes that executing these guarantees will not affect the 'going concern' basis, since the

recoverable value of existing assets is sufficient to cover debenture holder debt. In order to

encourage the concurring creditors to sign the agreement, the OGX Group will take such

measures as are required to preserve the value of the guarantees, including the equity stake of

OGX P&G in BS-4 and its equity interest in Parnaíba Gás Natural S.A. As part of the support

and standstill agreement, the concurring creditors under the DIP financing agreed that, subject

to the fulfillment of certain conditions precedent, they will approve the agreement with OGX

P&G for conversion of the DIP financing into common shares of OGX P&G on the same terms

and conditions originally set under the DIP financing. Such conditions precedent include,

among others, the signing of acceptable agreements to terminate chartering, operation and

maintenance related to FPSO OSX-3 and FPSO OSX-1 and costs related to the abandonment of

the Tubarão Martelo and Tubarão Azul fields respectively; the payment or incremental facility

refinancing.

It is worth noting that Management periodically provides the information required by the

trustee.

1.5 Short-term financial situation

Despite the business plan of the investee OGX P&G using the best management expectations, it

is subject to many uncertainties, especially financial (estimated costs and expenses, estimated

oil price, exchange rate, etc.), operational (efficiency of equipment and production team),

regulatory (e.g. ANP, IBAMA, tax laws, etc.), negotiation (success on disposal of assets and

rollover, conversion or renegotiation of debts) and geological (volume and behavior of the

reservoirs). Given these significant uncertainties, the generation of results reflecting the





29

performance of the investee OGX P&G and the cash position may vary significantly from their

projected amounts.

The Company's financial restructuring depends on the success of the court-supervised

reorganization plan, as well as on Management's initiatives to manage operating cash flows in

the short-term. These conditions indicate the existence of significant uncertainty that could

raise relevant doubt as to the Company's ability to continue as a going concern. No adjustments

arising from these uncertainties have been included in this interim financial information.

The managements of OGpar and OGX P&G shall take the measures required for OGpar to be

absorbed by OGX (“Reverse Merger”), once capitalization transactions have been concluded as

stipulated in the court-supervised reorganization plan (note 1.4). The purpose of the Merger is

to level all the stakeholders in one company and to grant all the then shareholders access to the

capital markets, with the possibility of trading their shares and monetizing them as they deem

fit, as well as to participate in any appreciation in the value of the assets, if such is the case.

2 Presentation of the Interim Financial Information

Basis of preparation

a. Statement of compliance with international (IFRS) and the Accounting

Pronouncements Committee (CPC)

This interim financial information was prepared considering the continuity of the Company as a

going concern.

The Company submits individual financial statements as per CPC 21 - Interim Statement issued

by the Accounting Pronouncements Committee (CPC) and consolidated in accordance with

CPC 21 and IAS 34 - Interim Financial Reporting issued by the International Accounting

Standards Board (IASB) and with Brazilian Securities and Exchange Commission (CVM)

regulations.

b. Basis of measurement The ITR has been prepared based on historic cost, except for derivative financial instruments

and other financial instruments, which have been measured at fair value.

c. Functional and reporting currency The interim financial information is being presented in thousands of Brazilian Reais, which is

the Company’s functional currency. All financial information shown in Reais has been rounded

to the nearest thousand, except as indicated otherwise.

d. Use of estimates and judgments The preparation of the information in accordance with IFRS and CPC standards requires

Management to make judgments, estimates and assumptions that affect the application of

accounting policies and the reported amounts of assets, liabilities, revenues and expenses.

Actual results may differ from such estimates. Management’s estimates and assumptions are

reviewed on an ongoing basis. Revisions in relation to accounting estimates are recognized in

the period in which they are revised and in any future periods affected. Information on estimates

and assumptions that may result in adjustments in the next financial reporting period is included





30

in the following Notes:

Note 1 - Approval of the Court-supervised reorganization Plan;

Note 12 - Stock option plan - fair value calculation assumptions; and

Note 16 - Financial instruments - fair value calculation assumptions.

e. Financial statements of OGX P&G: Given the materiality of the Company’s associate OGX P&G in the results and financial position of OGPar, Management suggests the joint reading of the ITR’s of both companies.

f. Approval of the interimfinancial information The interim financial information as of June 30, 2016 was appraised and its publication was authorized by Management on August 12, 2016.

3 Summary of Significant Accounting Practices The accounting policies described below have been applied in a consistent manner to all periods

presented in this interim financial information.

a. Accrual of results The results of operations are recorded in compliance with the accrual basis of accounting.

b. Financial instruments

Types of financial instruments Financial assets can be classified as:

Loans and receivables.

Measured at fair value through profit and loss.

Held for sale.

Held to maturity.

Financial liabilities can be classified as:

Measured at fair value through profit and loss.

Other financial liabilities

Classification

Loans and receivables The Company initially recognizes loans and receivables as well as debt instruments on the date

they were originated. All other financial assets and liabilities are recognized on the date of the

negotiation when the entity becomes a party to the instrument’s contractual provisions.

Financial assets and liabilities measured at fair value through profit or loss Financial assets and liabilities that meet any one of the following conditions are included in this

category:

They are held for trading: financial instruments contracted for the purpose of short-term sale or





31

repurchase and derivatives, except in hedge accounting situations, which is not adopted by the

Company at the moment.

They are designated at initial recognition as being measured at fair value through profit or loss,

as the documented investment and risk management strategy for such instrument is based on fair

value.

The Company did not hold any financial assets or liabilities measured at fair value through

profit or loss at the end of the period.

Other financial liabilities Financial liabilities that are not classified as measured at fair value through profit or loss are

classified as other financial liabilities.

The other financial liabilities of the Company and its subsidiaries are exemplified by:

Trade accounts payable

Accounts payable to related companies and third parties.

Loans and financing payable.

Recognition and measurement All financial instruments that have been recognized in the Company’s statements of financial

position, both under assets and liabilities, are initially measured at fair value. After initial

recognition and according to the respective classification:

Financial assets and liabilities measured at fair value through profit or loss are measured at fair

value and any changes are recognized in profit or loss.

Loans and receivables and other financial liabilities are measured at their amortized cost using

the effective interest rate method, excluding impairment losses.

c. Foreign currency The Company’s Management has defined that its functional currency is the Brazilian Real (R$).

Transactions in foreign currency are translated to the functional currency at the exchange rate in

effect on the date of each transaction. On the reporting dates, monetary assets and liabilities

in foreign currency are translated to the functional currency at the closing exchange rate and the

exchange variation gains and losses are recognized in the Statements of Income. Non-monetary

assets and liabilities acquired or contracted in foreign currency are translated on the reporting

dates based on the exchange rates in effect on the transaction dates and thus do not generate

exchange variations. The assets and liabilities of foreign associates operating in stable economic

environments with functional currencies other than that of the Company are translated into

Reais for equity accounting method purposes at the exchange rate in effect on the reporting

dates, while their equity is translated at the historical rate and results at the average monthly

exchange rate. The difference generated by translating currencies at such distinct rates is

recognized in Equity under Other comprehensive income, as Currency translation adjustments

(CTA) and recognized in the Statements of Income when such investments are disposed of

either in whole or in part. The foreign subsidiaries have defined their functional currency as the

United States Dollar US$). Brazilian subsidiaries use the Real as their functional currency.





32

d. Investments Investments in subsidiaries are recognized in accordance with the equity accounting method in

the financial statements. Jointly-owned subsidiaries are also recorded under the equity

accounting method. The associates’ accounting information is recorded in the financial

statements under the equity accounting method, when applicable.

In the case of investments in associates or jointly-owned subsidiaries, with equity (unsecured

liabilities), these are presented as non-current liabilities. The Company’s Management believes

there is no difference between the accounting practices adopted in Brazil and IFRS, given that

the Company has joint and several liability on the debt of its associates with unsecured

liabilities.

Loss of control If there is a capital increase in one of OGPar’s direct or indirect subsidiaries and said increase

does not involve the exercise of tag-along rights by all shareholders in order to maintain the

same percentage interests in the capital prior to the increase, an accounting gain or loss

associated with the variation in the other equity accounts is generated. If the capital increase

leads to loss of control, such gain or loss in recognized in results for the period. Moreover, the

interest maintained is measured at fair value. In subsequent periods, it is once again recorded

under the equity accounting method. There has been no loss of control in the current fiscal year.

e. Income tax and social contribution The corporate income tax (IRPJ) and social contribution on net income (CSLL) of the Company

and its subsidiaries are calculated based on the IRPJ rate of 15% plus a 10% surtax on taxable

income in excess of R$240 per year, and 9% for CSLL, and IRPJ tax loss and negative CSLL

base carryforwards are limited to 30% of taxable income.

f. Earnings (Loss) per Share The basic earnings per share are calculated by dividing the results for the period attributable to

the controlling shareholders by the weighted average number of common shares outstanding

during the period, since OGPar does not have preferred shares. The diluted earnings (loss) per

share are calculated using the abovementioned average number of shares outstanding adjusted

by the instruments potentially convertible into shares as a diluting effect in the periods reported.

g. Benefits for employees and Management

Short-term obligations Obligations relating to the Company’s short-term benefits for its employees are measured on a

non-discounted basis and are recorded as expenses or part of the cost of property, plant and

equipment as the related service is provided. Liabilities in this regard are recognized in the

amounts that are expected to be paid in the plans for cash bonuses or short-term profit sharing if

the Company and its associates have a formal obligation to pay such amounts based on past

service performed by the employee and if the obligation can be reliably estimated.

Share-based payments As described in Note 12, affiliate OGX P&G has two share-based payment plans.

All transactions involving share-based payments are classified as being equity settled. The

Company and its affiliates do not have stock options that can be settled in cash.





33

Fair value and appropriation The fair value of the stock options is calculated by using the Black & Scholes option pricing

model individually for each beneficiary on the grant date and is recognized on a pro rata basis

over the vesting period. The methodology for calculating the accrued amount to be recognized

under Equity can be expressed by the following formula:

Accrued balance to be recognized = ∑ (VJ unit x Q x n/t), where:

VJ unit = unit fair value of the stock option, as determined on the grant date under the Black &

Scholes option pricing model;

Q = number of stock options granted;

n = number of months incurred from the grant, and limited to t; and

t = vesting period, expressed in months.

Forfeiture of options Upon non-fulfillment of the vesting conditions, which in the case of both existing plans involves

the grantee remaining at the Company or its associates for a pre-defined vesting period, the

expense previously recognized associated with the future vesting period is cancelled through a

credit to profit or loss and charged to the capital reserve.

Cancellation of options When stock options are cancelled by the Company or its associates, the future pro rata is

immediately recognized in profit or loss for the period.

Exercise of options Upon exercise of the options by the beneficiaries, the respective fair values accrued in the

capital reserve are reclassified to the Earnings reserve.

Guaranteed minimum payment Some stock option plans feature guarantee clauses through which the Company’s associates

ensure the beneficiary of a minimum gain on the final anniversary of the contract. If the grantee

does not obtain this minimum gain through the options exercised, OGPar complements the

difference through a cash disbursement. In order to be entitled to the total guaranteed minimum

payment, grantees must remain with the OGPar Group until they fulfill the entire vesting period,

which is equivalent to the vesting period for the stock options. If they are dismissed prior to the

expiration of the vesting period, they will only be entitled to a portion of the total minimum

payment. This portion is established individually and increases progressively until it reaches

100% of the minimum payment at the end of the vesting period. Thus, when applicable,

recognition of such guarantees is made as the services are rendered during the vesting period

and occurs in a manner similar to a cash settled share-based payment transaction, being

recorded as follows in the:

Financial statements of the benefiting entities - the options are recognized at their fair value,

charged to the Statement of Income as G&A expenses and credited to Liabilities;

Financial statements of OGpar: the counter entry of the original entry in the financial statements

of the subsidiaries is charged to Equity in the earnings of subsidiaries and credited to

investments.

The fair value of the guarantees is re-measured at the end of each reporting period and on the

settlement date, with any changes in the fair value being recognized in profit or loss for the





34

period. The formula employed by the Company to calculate this fair value is detailed as follows:

GMCont = GM - (GR + GE), where:

GMCont = Minimum gain to be recorded as a liability;

GM = Minimum contractual gain already assured by fulfillment of part of the vesting period,

updated according to the IPCA through the reporting date;

GR = Gain already realized by the grantee, as calculated according to the following formula:

GR = ∑ [(PV - PE) * QV], where:

PE = contractually established exercise price,

PV = sale price obtained by the grantee upon partially exercising the options,

QV = quantity sold by the grantee upon partially exercising the options; and

GE = Estimated gain to be obtained by the grantee upon exercise of the options outstanding.

This minimum gain is calculated based on the Black & Scholes methodology and the formula

data is updated as of each reporting date.

h. Financial revenues and expenses These basically encompass interest on loans, financings, financial investments, changes in the

fair value of financial assets measured at FVTPL, gains and losses on derivative financial

instruments and amortization of funding costs. Exchange gains and losses are also recognized as

as financial revenues or expenses. Interest paid is presented as financial activities in the

statement of cash flows.

i. Reserves

Capital reserve This reserve records the appropriation of the amounts referring to the stock option plans, the

counter entry for which is in profit or loss for the year, as disclosed in Note 3 (g). In addition,

the balance of this account is also impacted by the exercise of the stock options. When a

beneficiary exercises their options, the fair value recorded in the capital reserve is reclassified to

the earnings reserve (statutory reserve). This reserve can also be used to offset any net losses for

the period remaining after offset against the earnings reserve.

j. Settlement of financial liabilities with equity instruments When the Company issues its own securities and turns them over to its creditors in order to

extinguish all or part of a financial liability, such equity instruments are initially recognized

under Equity and measured at fair value. If the fair value of such instruments cannot be

measured, OGPar’s own equity instruments are to be measured at the fair value of the

extinguished financial liability. The difference between the fair value recognized directly in

Equity and the carrying value of the financial liability is recorded in results for the period as a

gain or loss.

k. New accounting standards and interpretations not yet adopted

A series of new accounting standards, alterations to standards and interpretations were to have

taken effect for reporting periods beginning after January 1, 2016, but have not been adopted in





35

preparation of this ITR. Those that may be relevant for the Company are explained below.

OGPar does not plan to adopt such standards on an early basis.

IFRS 9 Financial Instruments IFRS 9, published in July 2014, replaces the guidelines existing in IAS 39 Financial

Instruments: Recognition and Measurement. Recognition and measurement IFRS 9 includes

revised guidelines regarding the classification and measurement of financial instruments,

including a new model for expected credit losses for calculation of the impairment of financial

assets, as well as new requirements for hedge accounting. The standard maintains the existing

guidelines regarding the recognition and de-recognition of financial instruments under IAS 39.

IFRS 9 is effective for reporting periods beginning on or after January 1, 2018, with early

adoption being permitted.

In addition, it is not expected that the following new standards or modifications will have a

significant impact on the interim financial information:

IFRS 15 Revenue from Contracts with Customers

IFRS 14 - Regulatory Deferral Accounts

Accounting for Acquisitions of Interests in Joint Operations (alteration of IFRS 11)

Clarification of Acceptable Methods of Depreciation and Amortization (alterations of IAS 16

and IAS 38)

Defined Benefit Plans: Employee Contributions (alteration of IAS 19);

IFRS 16 – Leases.

The Brazilian Accounting Pronouncements Committee (CPC) has not yet issued any accounting

pronouncements of alterations in currently effective pronouncements corresponding to such

standards. Early adoption is not permitted.

4 Preparation of Interim Financial Information Equity in the earnings of subsidiaries in the financial information includes the information on its

investees listed below:

% interest

06/30/2016 12/31/2015

Direct affiliates:

OGX P&G (i) 25.89 28.57

Indirect affiliates:

OGX R-11 (iv) 25.89 28.57

OGX International (iv) 25.89 28.57

OGX Austria (iv) 25.89 28.57

OGX Netherlands Holding (iv) 25.89 28.57

OGX Netherlands (iv) 25.89 28.57

Parnaíba B.V. (iv) 25.89 28.57

Atlanta Field (ii) 10.36 11.43

Jointly-owned subsidiaries (joint venture):

OGMP Transporte Aéreo (iii) 50.00 50.00

Asset held for sale (affiliate OGX P&G):

Parnaíba Gás Natural 9.41 10.38





36

(i) On September 30, 2014 all the conditions precedent required for settlement of the pre-petition and post-petition debts

of OGX P&G through the issue of equity instruments were already fulfilled, so that conversion was mandatory,

pursuant to the Court-supervised reorganization Plan approved by the creditors and ratified by the Court-supervised

reorganization Judge. The conversion and resulting dilution of the interest of OGPar to 28.57% was formalized on

October 16, 2014. Subsequently, on January 22, 2016, the OGX P&G affiliate informed the market that it had

concluded the decommissioning of FPSO OSX-1, thus fulfilling the commitments made to OSX 1 Leasing B.V. and

their respective creditors. In January 2016, as part of the agreement between the companies, OSX1 credited US$32

million (R$117 million) in a guarantee account in favor of OGX, to be used solely as guarantee for the obligations

associated with abandonment of wells in the Tubarão Azul field. On March 30, 2016, the OGX P&G's board of

directors voted a capital increase by capitalizing credit within the limit of authorized capital under Article 6 of OGX

P&G articles of association. The capital increase was carried out by a private issue of 12,531,821 registered non-par

value common shares at an issue price of R$9.38 per share, of which R$0.01 per share was allocated to the capital

account due to the Company's negative equity and the remaining R$9.37 per share was allocated to its capital reserve.

Although the procedure for the share issue is still ongoing, the Company believes that the equity instruments were

due to be converted by the first quarter of 2016. As a result of the latest issue of the above-mentioned shares, OGpar's

interest in OGX P&G was again diluted from 28.57% to 25.89%.

(ii) Jointly owned (“joint operation”) with Queiroz Galvão Exploração e Produção and Barra Energia.

(iii) Jointly owned (“joint operation”) with Eneva S.A.

(iv) As of December 31, 2015 OGX P&G has 100% interest, either directly or indirectly, in such companies.

The accounting policies have been applied in a uniform manner between the companies and are

consistent with those used in the presentation of the figures as of the previous reporting date.

5 Cash and cash equivalents 06/30/2016 12/31/2015

Current

Cash and current bank accounts 374 59

374 59

Classification and measurement The fair values of the balances maintained in current bank accounts are equivalent to the

carrying values and are classified as loans and receivables.

The breakdown of the balance of cash and cash equivalents per financial institution is shown

below.

Financial institution 06/30/2016 12/31/2015

Cash and current bank accounts

Cash on hand 1 1

Bradesco 3 7

BTG Pactual 1 1

Itaú 369 50

Total cash and current accounts 374 59

6 Other credits

06/30/2016 12/31/2015

Insurance premiums 663 89

Advances to employees 414 414

1,077 503





37

7 Investments

Investment 06/30/2016 12/31/2015

OGX P&G

Carrying value of investment (% of equity) (43,865) (193,973)

Adjustment to fair value - loss of control - negative goodwill (i) (818,361) (818,361)

Subtotal (862,226) (1,012,334)

Realization of negative goodwill 709,651 709,651

Total (i) (152,575) (302,683)

OGMP Transporte Aéreo

Carrying value of investment (% of equity) 173 256

(152,402) (302,427)

(i) Presented in noncurrent liabilities under “provision for investment losses”.

a. Changes in Investments

a. Balance as of January 1, 2015 63,787

Currency translation adjustments - CTA

(45,558)

Equity in the earnings of subsidiaries

(91,358)

Others 786

Effect of stock options on equity (6,322)

Realization of negative goodwill - Note 7 (c) 3,628

Balance as of June 30, 2015

(75,037)

Currency translation adjustments - CTA (103,246)

Equity in the earnings of subsidiaries (124,144)

Balance as of December 31, 2015 (302,427)

Currency translation adjustments - CTA 85,462

Equity in the earnings of subsidiaries 15,973

Gain from altering interest in affiliate 18,228

Equity income on share issue premium

30,362

Balance as of June 30, 2016 (152,402)





38

b. Data on shareholding interests 06/30/2016

% interest Number Profit

in the capital of shares Equity Capital (loss) for

Data on investees stock (i) (i) stock (i) the period (i)

Direct subsidiaries

OGX P&G (iii) 25.89% 133,272,201 (169,430) 8,607,471 62,015

OGMP Transp. Aéreo 50% 8,863,334 346 8,864 (165)

Indirect subsidiaries

OGX R-11 100% 12,056,631 4,533 12,233 (2,446)

OGX International 100% 1 (1,227,195) 662,064 434,681

OGX Austria 100% 1 (1,445,362) 16,726 421,682

OGX Netherlands Holding 100% 18,000 266,243 702,832 14,222

OGX Netherlands 100% 18,000 112,155 525,931 15,043

Parnaíba B.V. 100% 4,667 8,901 6,646 (2)

Atlanta Field 40% 10,000 382,778 380,933 (650)

Noncurrent assets available for sale (*)

Parnaíba Gás Natural (ii) 36.33% 676,301,634 804,848 619,071 (17,680)

12/31/2015

% interest Number Profit

in the capital of shares Equity Capital (loss) for

Data on investees stock (i) (i) stock (i) the period (i)

Direct subsidiaries

OGX P&G (iii) 28.57 120,758,380 (678,938) 8,607,346 (754,286)

OGMP Transp. Aéreo 50.00 8,863,334 512 8,864 (5)

Indirect subsidiaries

OGX R-11 28.57 12,056,631 6,978 12,233 (5,445)

OGX International 28.57 1 (2,010,713) 643,321 (821,018)

OGX Austria 28.57 1 (2,227,265) 16,422 (861,118)

OGX Netherlands Holding 28.57 18,000 273,738 684,389 39,433

OGX Netherlands 28.57 18,000 120,631 525,931 41,019

Parnaíba B.V. 28.57 4,667 10,829 6,646 800

Atlanta Field 11.43 10,000 379,445 293,305 (3,203)

Noncurrent assets available for sale (*)

Parnaíba Gás Natural (ii) 10.38 676,301,634 731,673 619,071 5,977

(*) Refers to March 31, 2016.





39

The balances of the statement of financial position groups of the companies in which OGPar holds direct and indirect interests on June 30, 2016 and

December 31, 2015, are as follows:

In Brazil Abroad

OGX

P&G

Parnaíba Gás

Natural (ii)

(iii)

OGX

R-11

OGMP

Transp.

Aéreo

OGX

Áustria

OGX

International

OGX

Netherlands

OGX Netherlands

Holding

Parnaíba

B.V.

Atlanta

Field

(i) (i) (i)

June 30, 2016

Current Assets 243,479 268,003 19,517 413 123 25 82 39 34 6,661

Long-term assets 12,926,459 116,343 6,504 - 10,651,384 13 118,927 1,709 11,474 1,997

Investments 4,533 - - - - - - 274,168 - -

Fixed assets 535,539 1,361,880 - - - - 844 - 117,542 389,725

Intangible assets 570,515 33,414 - - - - - - - -

Total Assets 14,280,525 1,779,640 26,021 413 10,651,507 38 119,853 275,916 129,050 398,383

Current liabilities 2,131,510 392,499 16 67 401 1 3 204 - 12,220

Noncurrent Liabilities 12,318,445 582,293 21,472 - 12,096,468 1,227,232 7,695 9,469 120,149 3,385

Equity (169,430) 804,848 4,533 346 (1,445,362) (1,227,195) 112,155 266,243 8,901 382,778

Total Liabilities + Equity 14,280,525 1,779,640 26,021 413 10,651,507 38 119,853 275,916 129,050 398,383

December 31, 2015

Current Assets 299,183 357,440 109 413 403 168 968 149 194 65,040

Long-term assets 15,491,282 153,541 6,943 - 12,492,106 15 128,358 1,964 9,802 2,165

Investments 6,979 - - - - - - - 283,239 - -

Fixed assets 491,818 1,215,688 - 100 - - 1,027 - 147,071 356,335

Intangible assets 571,933 19,782 - - - - - - - -

Total Assets 16,861,195 1,746,451 7,052 513 12,492,509 183 130,353 285,352 157,067 423,540

Current liabilities 2,408,799 333,123 - - 4,126 1 32 93 74 38,128

Noncurrent Liabilities 15,131,334 681,655 74 1 14,715,648 2,010,895 9,690 11,521 146,164 5,967

Equity (678,938) 731,673 6,978 512 (2,227,265) (2,010,713) 120,631 273,738 10,829 379,445

Total Liabilities + Equity 16,861,195 1,746,451 7,052 513 12,492,509 183 130,353 285,352 157,067 423,540

(i) Refers to the balance sheet accounts relating to the total shares and not just to the Company’s indirect interest.

(ii) As of June 30, 2016 and December 31, 2015 PGN was classified as Noncurrent assets available for sale in the financial statements of OGX P&G.

(iii) Refers to the period ended March 31, 2016.





40

8 Income tax, social contribution and other taxes and contributions 06/30/2016 12/31/2015

Noncurrent assets

Withholding tax (IRRF) on financial investments 2,490 2,490

Income tax (IRPJ) offsettable 8,253 20,277

INSS recoverable 14 -

Total taxes and contributions recoverable 10,757 22,767

Current liabilities

IRRF 1 -

COFINS payable 3 7

PIS payable - 1

Others 1 1

Total taxes and contributions payable 5 9

Reconciliation of the IRPJ and CSLL is as follows:

06/30/2016

IRPJ CSLL

Profit for the period prior to IRPJ and CSLL 24,813 24,813

Permanent additions/exclusions:

Equity in the earnings of subsidiaries [See (Note 7 (a)] (15,973) (15,973)

Gain from altering interest in affiliate (18,228) (18,228)

Realization of currency translation adjustments 14,031 14,031

Taxable income for IRPJ and CSLL purposes 4,643 4,643

Tax rates (%) 15% + 10%

surtax 9%

IRPJ and CSLL - deferred (1,161) (418)

Reversal of current and deferred IRPJ and CSLL 1,161 418

Total IRPJ and CSLL - -

Effective tax rates - -





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9 Related Parties

The balances relating to the Company’s operations with its related parties are as follows:

Credits with related

parties Loans and financings

(liabilities)

06/30/2016 12/31/2015 06/30/2016 12/31/2015

OGX P&G - - (76,035) (91,091)

OGX International 633 633 - -

633 633 (76,035) (91,091)

The balances presented above refer to intercompany loans remunerated at the CDI rate or 6M

Libor + 2.5%. The companies have flexibility to roll over maturity of this intercompany loan.

Changes in loans and financing

Liabilities

Balance as of December 31, 2015 (91,091)

New funding (3,770)

Interest incurred (2,589)

Exchange variation 9,415

Amortization 12,000

Balance as of June 30, 2016 (76,035)

Management Compensation The compensation of OGPar’s Management is detailed in Note 15.

10 Trade Accounts Payable

06/30/2016 12/31/2015

Domestic suppliers 371 729

Foreign suppliers 1,063 1,424

1,434 2,153

Balance June 30, 2016 basically refers to costs to be paid in up to 48 monthly installments under

the court-supervised reorganization.

Classification and measurement These balances are classified as Other financial liabilities, which are not measured at fair value

but recognized at their amortized cost.





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11 Equity (Unsecured Liabilities)

a. Capital Stock During the six-month period ended June 30, 2016 and the year ended December 31, 2015, there

were no exercises of stock options, nor was there any paying in of Company capital.

Number of

common % equity

06/30/2016 - Shareholders shares interest

Centennial Asset Funds (i) 16,233,332 50.17

Other shareholders (with individual interest of less than 5%) 16,126,836 49.83

32,360,168 (ii) 100.00

Number of

common % equity

12/31/2015 - Shareholders shares interest

Centennial Asset Funds (i) 1,623,333,735 50.17

Other shareholders (with individual interest of less than 5%) 1,612,683,055 49.83

3,236,016,790 100.00

(i) Centennial Asset Mining Fund LLC and Centennial Asset Brazilian Equity Fund, both controlled by Eike Fuhrken

Batista.

(ii) On April 29, 2016 at the Extraordinary Shareholder´s Meeting has approved the reverse stock split of the Company´s

Shares

Cost of issuing shares The IPO distribution costs, in the amount of R$236,951, are recorded in a counter entry of the

capital stock. These costs refer to the commission and the services of registering and listing the

IPO, as well as attorneys, auditors, advertising and other such fees.

b. Dividends The Company’s Bylaws call for distribution of minimum mandatory dividends of 0.001% of

profit for the year, adjusted pursuant to Article 202 of Law No. 6,404/1976 (as amended by Law

No. 10,303/2001). At Management’s discretion, the Company may pay interest on equity, the

net amount of which is to be imputed to minimum mandatory dividends, in compliance with

Article 9 of Law No. 9,249/1995.

In the six-month period ended June 30, 2016, the Company recorded profit. However, the

Company’s Management decided not to pay interim dividends since it understood it was in fact

unrealized profit. In the year ended December 31, 2015 no earnings were accrued and no

dividends were distributed.

c. Currency translation adjustment Due to conversion of currency relating to indirect investments in companies using functional

currencies other than the group`s, cumulative translation adjustments have been recognized

under ‘comprehensive income’.





43

12 Stock Option Plan

Options granted by the Company (“Company Plan”) The Company and its affiliate OGX P&G implemented a stock option plan, under which they

granted participants the option to subscribe to a pre-defined number of shares in its capital stock

for a term that may vary from 3 to 7 years, depending on the agreement.

Given that the options granted by the Company are not expected to resume their “in the money”

status in the short-term, i.e. their market value is not higher than their exercise value, in the

fourth quarter of 2014, OGPar negotiated with all the beneficiaries holding Company Plan

options an agreement to compensate them for cancellation of these plans in exchange for

R$0.01 per option. Since said agreement involves cancellation of packages through the signing

of compensatory agreements, the remaining fair value of the stock option plans negotiated was

advanced and recognized in full as an expense for the year. At the end of 2014 there were no

longer any options granted by the Company to be exercised.

Options granted by the Controlling Shareholder (“Controlling Shareholder Plan”) Through this plan, the Controlling Shareholder granted participants the option to purchase a pre-

defined number of the shares he owned in OGPar for a term that may vary from 5 to 10 years,

depending on the agreement. In the first quarter of 2015 the last beneficiaries of the Controlling

Shareholder Plan left the Company, thus closing out the position of outstanding stock options.

13 General and administrative expenses

The main G&A expenditures incurred are shown in the following chart:

06/30/2016 06/30/2015

Personnel expenses 474 1,623

Outsourced services (*) 827 (1,841)

Insurance 561 523

Others 288 1

2,150 306

(*) In June 2015 the Company adjusted the amount of the provision payable to suppliers after renegotiations that

reduced the debts by R$2,679.





44

14 Financial Results 06/30/2016 06/30/2015

Financial expenses

Interest on inter-company loans (2,589) (1,537)

Sundry interest - (61)

Exchange losses - (8,440)

Others (545) (88)

(3,134) (10,126)

Financial Revenue

Tax credit update 600 919

Interest - 563

Yields from financial investments 2 2

Exchange gains 9,325 -

9,927 1,484

Net Financial Result 6,793 (8,642)

15 Management Compensation The members of management included in this Note are members of the Board of Directors. The

impact of the compensation paid to the Company’s Management on profit or loss for the period

ended June 30, 2016 is shown in the following table:

06/30/2016

06/30/2015

Board of Directors

394 489

Subtotal 394 489

Stock options cancelled and forfeited - (6,322)

Effect on profit or loss

394 (5,833)

16 Financial instruments and risk management OGPar is a holding company with a direct non-controlling interest in OGX P&G, joint control

of OGMP, and a non-controlling indirect interest in other entities (See Note 7). Individually

OGPar does not have financial instruments in material amounts, but its associate and jointly-

owned subsidiary do have operations with financial instruments. These instruments are managed

by means of operating strategies and internal controls aimed at ensuring liquidity, security and

profitability.

The control policy consists of permanently monitoring the contractual terms versus those

prevailing in the market and future expectations. The Company does not make any investments

of a speculative nature in derivatives. The results obtained from operations are in compliance

with the policies and strategies defined by the Company’s Management.

The estimated realizable amounts of the Company’s financial assets and liabilities have been

determined by means of information available on the market and appropriate appraisal

methodologies. However, considerable judgment has been required in interpreting market data

in order to produce the most appropriate estimate of realizable amounts. As a result,

the following estimates do not necessarily indicate the amounts that could be realized on the





45

current market. The use of different market methodologies can have a material effect on the

estimated realizable amounts.

a. Risk management objectives and strategies The Company has a formal risk management policy. Financial instruments for hedge purposes

are contracted by conducting a periodic analysis of the exposure to the risk that Management

wishes to hedge against, as approved by the Board of Directors. The hedge guidelines are

applied according to the type of exposure. Whenever risk factors related to foreign currencies,

interest rates and inflation arising from assets and liabilities acquired are deemed to be material,

they may be neutralized in accordance with Management’s appraisal of the economic and

operational context. The risk of oil price swings is subject to the limits of physical exposure and

volatility set forth in the Company’s Sales Policy.

b. Market risk Risk of swings in the prices of commodities, exchange rates and interest rates.

b.1 Risk of change in price: oil

Risk management The Company’s associate OGX P&G has a formal policy for sales and inventory management

that defines the levels of decision-making for oil sales and the criteria for management of oil

sale prices. The guidelines for hedging the price of this commodity call for the use of derivative

instruments to set the sale price in order to assure enhanced stability and predictability for the

Company’s flow of revenues.

Operations hedged by derivative instruments against changes in prices Pursuant to its Sales Policy, the Company’s associate OGX P&G can use derivative instruments

to establish the sale price of the oil produced, and may also set the price for up to three months

of production or occasionally any other horizon that is approved by the Board of Directors. The

derivative instruments used in such hedge operations could involve oil futures, swaps, collars

and options. The operations may be carried out on the following exchanges: the NYMEX - New

York Mercantile Exchange and the ICE - Intercontinental Exchange, as well as on the over-the-

counter (OTC) market. There were no operations with derivative instruments in 2015.

Sensitivity analysis - stress testing As of June 30, 2016 and December 31, 2015 there were no outstanding oil derivatives at either

OGpar or OGX P&G.

b.2 Exchange risk

Risk of fluctuations in exchange rates associated with the Company’s assets and liabilities.

Risk management OGPar manages exchange risk at the consolidated level in order to identify and mitigate the

risks associated with fluctuations in the value of currencies to which assets and liabilities are

pegged. The objective is to identify or create natural hedges, taking advantage of the synergy

between the operations of the Company’s subsidiaries. The idea is to minimize the use of hedge

derivatives by managing exchange risk over net exposure. Derivative instruments may be used

in cases in which it is not possible to use the natural hedge strategy. The Company may contract

derivative operations within the following limits:





46

For amounts effectively committed or contracted, in which there are agreements signed with

suppliers, a coverage position of up to 100% may be adopted, irrespective of the period of

exposure.

For estimated amounts, a position with coverage period limited to 12 months may be adopted

and the coverage position may be under 100%, weighted based on conservative prospects for

realization.

Sensitivity analysis for exchange risk On June 30, 2016, the Company individually did not have material assets or liabilities exposed

to exchange risks. Its associate OGX P&G had net exchange exposure of R$(1,669,277) in

liabilities, chiefly represented by DIP (debtor-in-possession) financing and the 2nd Export Pre-

Payment (PPE) / incremental facility (US$73 million).

The scenarios defined in this analysis are based on the exchange rate in effect on June 30, 2016:

Scenario I: Depreciation of the R$ against the US$ - by 25%.

Scenario II: Depreciation of the R$ against the US$ - by 50%.

Notional

amount

Scenario I

Scenario II

(US$

thousand)

(R$

thousand) (R$ thousand)

Net foreign currency liabilities (520,056) (*) (417,319) (834,638)

% interest of OGpar 25.89% 25.89% 25.89%

OGpar’s exposure to OGX P&G’s exchange exposure (134,642) (108,044) (216,088)

(*) Corresponds to the net exchange exposure to which OGX P&G is subject, the amount of which, R$1,669,277, is

translated into US$ at the closing rate for June 2016 (US$1.00 = R$3.2098).

The balance of net assets and liabilities is negative (net debt), mainly due to Current Liabilities

that correspond to the DIP and 2nd PPE financings (US$73 million). OGX P&G chose not to

contract financial instruments to hedge against this exchange exposure, since in the court-

supervised reorganization process OGX P&G does not expect to have to disburse funds to settle

DIP financing (a total of US$312,872 on June 30, 2016). The proposal of the Court-supervised

reorganization plan is to convert this debt into capital.

b.3 Interest rate risk This represents the risk of displacement of interest rate structures with which flows for payment

of principal and interest on the debt may be associated. The Company does not consider the

interest rate risk material given its current status, since it does not expect to have to settle its

principal liability (DIP financing) with interest. Expectations are that this liability will be

converted into capital.

c. Credit risk The credit risk derives from the possibility that the Company may incur losses due to the default

of its counterparts or the financial institutions with which its funds are deposited or where it has

financial investments. This risk factor may arise from commercial and cash management

operations. To mitigate such risks, OGPar has adopted a practice of analyzing the financial and





47

equity situation of their counterparts, and also conducting ongoing tracking of outstanding

positions. To appraise the financial institutions through which they conduct operations, the

Company employs the Risk Bank Index put out by the consulting firm Lopes Filho e

Associados and the rating of the risk rating agency Standard & Poor’s (S&P). In order to

appraise its commercial counterparts, the Company has a norm whereby a set of criteria and

guidelines are established that represent the basis for granting credit to its domestic and foreign

customers. The basic fundamentals that guide this instrument are providing enhanced security

for realization of the credits granted and minimizing any risks in commercial relations.

Maximum exposure to credit risk

The Company’s maximum exposure to credit risk corresponds to the total set out below:

Credit risk 06/30/2016 12/31/2015

Assets

Cash and cash equivalents 374 59

Other credits (excluding insurance premiums) 414 414

Credits with related parties 633 633

1,421 1,106

d. Liquidity risk The Company and its associates monitor their level of liquidity considering the expected cash

flows, in comparison with the amount of cash and cash equivalents available. Management of

liquidity risk entails keeping on hand sufficient cash and marketable securities and having

capacity to settle short-term market positions. The following chart sets out OGPar’s financial

liabilities per due date (aging list).

06/30/2016

Overdue

Overdue

up to 6

months

Overdue

from 6

months to

1 year

Overdue

from 1 to 2

years

Overdue

for more

than 2

years

Others Total financial

liabilities

Trade accounts payable (ii) - 314 307 858 - - 1,479 Loans with related parties (i) - - - - - 76,035 76,035

Other accounts payable - - - - - 151 151

Total - 314 307 858 - 76,186 77,665

(i) Intercompany loan with renewable maturity as a means of consolidated cash management for the OGPar Group. This

loan will be settled on demand.

(ii) Trade accounts payable with a term longer than six months related to the court-supervised reorganization plan.

17 Information per segment The Management of OGPar does not segregate the Company’s results by segment. After loss of

control over OGX P&G, OGPar’s results have basically become equity in the earnings of

subsidiaries and other effects associated with non-controlling interests. The results of our main

investee, OGX P&G, segmented by basin (geological segment), appear in the interim financial

information of OGX P&G.





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18 Earnings (Loss) per Share

The table below reconciles the income (loss) for the periods ended June 30, 2016 and 2015 to

the amounts used to calculate the basic and diluted earnings (loss) per share.

Basic and diluted earnings (loss) per share 06/30/2016 06/30/2015

Basic and diluted numerator

Loss attributable to controlling shareholders 24,813 (96,678)

Basic and diluted denominator

Weighted average number of shares 32,360,168 32,360,168

Basic and Diluted Earnings (Loss) per Share 0.76678 (2.98756)

Retrospective adjustment

As required by CPC 41, we have adjusted retrospectively the calculation of basic and diluted

earnings (loss) per share taking into consideration the new shareholding structure resulting from

the reverse share split described in note 11.

19 Events after the reporting period

Resumption of production in the Tubarão Martelo Field

On July 1, 2016, OGX P&G received an official letter issued by the Brazilian National Agency

of Petroleum, Natural Gas and Biofuels ("ANP") authorizing the immediate resumption of

production at the Tubarão Martelo field ("TBMT field"), through FPSO OSX-3. As a result of

said authorization, OGX P&G resumed operation at the TBMT Field and continues monitoring

the process and awaiting production stabilization.

Signature of an Agreement with OSX-3 Bondholders

On July 15, 2016, OGpar and OGX P&G (jointly referred to as "Companies"), informed the

market that the Companies and Nordic Trustee ASA ("Nordic") – representing the holders of

bonds issued by OSX 3 Leasing B.V. (the Companies and Nordic, jointly referred to as

"Parties"), through an agreement to suspend certain litigation between the Parties for thirty (30)

business days ("Suspension Period") as of the date of the ratification decision of said agreement

("Partial Agreement"), which establishes interim conditions for the negotiation of the definitive

agreement in order to end the conflicts between the Parties and to allow the Companies to

prosper ("Definitive Agreement ").

Also within the scope of the Partial Agreement, Nordic agrees to the immediate sale, by OGX

P&G, of shares corresponding to five percent (5%) of its interest in Parnaíba Gás Natural S.A.

("PGN") to Cambuhy I Fundo de Investimento em Participações ("Cambuhy") for ten million

reais (R$10,000,000), in the Suspension Period, and also agrees with the use of the other shares

held by OGX P&G in the capital of PGN ("PGN Shares") that have not been sold to Cambuhy

for the subscription and payment of new common shares to be issued by Eneva S.A. ("Eneva"),

pursuant to a Material Fact disclosed by the Companies on March 28, 2016 ("Payment of Eneva

Capital").

On the other hand and as a result of the abovementioned Partial Agreement, all PGN Shares

(until the "Payment of Eneva Capital") and, after the Payment of Eneva Capital, all the shares

issued by Eneva paid by OGX P&G with PGN Shares will be fully blocked and unavailable for





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a maximum term of eighteen (18) months as of the ratification of the Partial Agreement, and

this term may be anticipated in specific cases, including execution and ratification of the

Definitive Agreement.





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Board of Directors Executive Committee

Pedro de Moraes Borba Paulo Narcélio Simões Amaral

Chairman CEO

Márcia Lemos Mainenti

Julio Alfredo Klein Junior CFO and Investor Relations Officer

Gunnar Gonzalez Pimentel

Francisco Aurélio Sampaio Santiago

Chief Operating Officer

Independent Members Controller and Accountant-in-charge

Adriano Salviato Salvi Dennis Hochman

CRC-RJ 122702/O-4

Jorge Rojas Carro

Renato Paulino de Carvalho Filho

Óleo e Gás Participações S.A. Under court- supervised ...

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