OGX PETRLEO E GS PARTICIPAES S.A. Corporate Taxpaper Register (CNPJ/MF): 07.957.093/0001-96 Business Register Identification Number (NIRE): 33.3.

0027845-1 (Public Company)

SUMMARY MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON SEPTEMBER 23, 2009.

I.

PLACE, DATE AND TIME: On September 23rd, 2009, at 3h:00 p.m., at the OGX

Petrleo e Gs Participaes S.A. (Company) Headoffice, located at Praia do Flamengo, nr. 154, 5th floor, Flamengo, ZIP CODE 22.210-030.

II.

CALL: Call notices published at Dirio Oficial do Estado do Rio de Janeiro, on August 8

(page 05), 9 (page 05) and 10 (page 03) and Dirio Mercantil Newspaper, on August 8 (page 05), 9 (page 07) and 10 (page 05), according to whats established in article 124, Paragraph II, of Act no. 6.404/76.

III.

ATTENDANCE: Signatory Shareholders of the Book of Presence of Shareholders and

indicated at the end of this minutes, representing the necessary majority of the capital stock of the Company in order to fill the legal quorum for the installation and resolution of the matters being proposed.

IV.

CHAIR: Pursuant to Article 25 of the Companys Article of Incorporation and, also, upon

Article 128, of Act no. 6.404/76, the attending shareholders unanimously and without exceptions chose Mr. Paulo Manuel Mendes Mendona to perform the role of Chairman of the Meeting, who invited Ms. Lucia Regina Guimares Motta Zaln to be the Secretary of the Meeting.

V.

AGENDA: Deliberate on (i) the election, for the vacant position of member of the Board

of Directors, of Mr. Raphael Hermeto de Almeida Magalhes; (ii) the approval of granting of option of subscription of the Companys shares to the benefit of Mr. Raphael Hermeto de Almeida Magalhes, upon the same terms and conditions of the option granted to the other members of the Board of Directors; and (iii) the amendment to the article 5 and the consolidation of the Companys bylaws, taking into account (a) the increase of capital approved in the Board of Directors Meeting, held on June 16th, 2008; and (b) the exercise of the right of

subscription of shares resulting from the Program for Granting Purchase Option for Shares of Companys issue, approved in the Special Shareholders Meeting, held on April 30, 2008.

VI.

DECISIONS: Shareholders decided to:

(i) Unanimously approve, with the abstentions contained in Attachment II being registered, the election of Mr. RAPHAEL HERMETO DE ALMEIDA MAGALHES, Brazilian, married, holder of identity card no. 9.012 (OAB/RJ), enrolled in CPF/MF under the no. 007.934.007-59, with Office in the City and State of Rio de Janeiro, at Praia do Flamengo, no. 154, 5th floor part, Flamengo, ZIP CODE 22.210-030 for the vacant position of Member of Board of Directors of the Company.

The mandate of Mr. Raphael Hermeto de Almeida Magalhes will end together with the mandate of other members of the Board of Directors, in the Annual Shareholders Meeting to be held on 2010.

The Director now elected declares not to stand unable or subject to penalty established in Law that might make him ineligible for the administration position to which he was elected.

(ii) Approve by majority the granting of option of Companys shares subscription to the benefit of Mr. Raphael Hermeto de Almeida Magalhes, upon the same terms and conditions of the option granted to the other members of the Board of Directors, namely:

a) Quantity: 145 shares per year, for the next 5 years; b) Price of Exercise: R$232,00 (two hundred and thirty-two reais) per share, updated by IPCAs variation; c) Maturity: on each September 23rd of the subsequent five years; d) Other Terms and Conditions: in conformity with the Companys Option Program of Common Shares Purchase or Subscription, approved in the Shareholders Meeting held on April 30, 2008 (Option Program of Shares Purchase).

(iii) Unanimously and without exceptions approve the amendment to the article 5 and consolidation of the Companys bylaws (Attachment I), taking into account: (a) the increase of capital approved in the Board of Directors Meeting, held on June 16th, 2008, in the amount of R$ 838.975.800,00 (eight hundred and thirty-eight million, nine hundred and seventy-five thousand and eight hundred reais), by means of the issue of 741.800 (seven hundred and forty-one and eight hundred) common shares; and (b) the exercise of the right of shares subscription granted to the members of the Companys Board of Directors in the Extraordinary Shareholders Meeting held on January 27th, 2009, resulting from the Granting Program of

Shares Purchase Option of Companys issue, approved in the Special Shareholders Meeting, held on April 30th, 2008, in the value of R$ 102.451,20 (one hundred and two thousand, four hundred and fifty-one reais and twenty cents), through the issue of 435 common shares. Therefore, the aforesaid article has now the following wording:

ARTICLE 5 The Companys capital stock is equal to R$ 9.035.954.539,79 (nine billion, thirty-five million, nine hundred and fifty-four thousand, five hundred and thirtynine reais and seventy nine cents), divided into 32.320.041 (thirty two million, three hundred and twenty thousand and forty-one) shares, non-par, nominative common
stocks in book-entry form.

(iv) Authorize Companys Board to take all the necessary actions for the implementation of the decisions now approved.

VII.

DRAFTING OF MINUTES: The drafting of the minutes was approved in the summary

form, upon the terms of article 130, paragraph one of Act no. 6.404/76.

VIII. CLOSURE: At 4:00 p.m., as there was nothing else to be dealt with, these minutes were drafted, read, approved and signed by all the attendees, by the Chairman and Secretary of the Board in the proper book.

IX.

ATTENDING SHAREHOLDERS: Eike Fuhrken Batista; Francisco Roberto Andr Gros;

JOHN HANCOCK TRUST INTERN EQUITY INDEX TRUST B; ACTIVE EMERGING MARKETS COMMON TRUST FUND; AFM DAVIS VALUE TRUST; AMERICAN FUNDS INSURANCE SERIES INTERNAT FUND; THE BRAZIL MSCI EM MKTS INDEX COMMON TRUST FU; BRITISH AIRWAYS PEN TRUSTEES LTD-MAIN A/C; BRITISH AIRWAYS PENSIONS LTD. (MPF A/C); CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; COLLEGE RETIREMENT EQUITIES FUND; COLUMBIA MARSICO GLOBAL FUND; NATIONS MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO; DAVIS FUNDS SICAV DAVIS VALUE FUND; DAVIS NEW YORK VENTURE FUND; INC. DAVIS GLOBAL FUND, INC. DAVIS INTERNATIONAL FUND; INC. DAVIS NEW YORK VENTURE FD; INC. DAVIS RESEARCH FUND; DAVIS VARIABLE ACCOUNT FUND, INC. DAVIS VALUE PORTFOLIO; EMERGING MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND; EMERGING MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND B; EVANGELICAL LUTHERAN CHURCH IN AMERICA B O PN; GEUT EMERGING EQUITY PASSIVE 1; IBM SAVINGS PLAN; IMPERIAL EMERGING ECONOMIES POOL; JANUS ADVISER LONG/SHORT FUND; JANUS CONTRARIAN FUND; JOHN HANCOCK FUNDS II INTERNATIONAL OPPORTUNITIES FUND; MANULIFE GLOBAL NATURAL RESOURCES FUND; MANULIFE GLOBAL OPPORTUNITIES CLASS; MARSICO FLEXIBLE CAPITAL FUND; MARSICO GLOBAL FUND; RAILWAYS PENSION TRUSTEE COMPANY LIMITED; RENAISSANCE DEVELOPING CAPITAL MARKETS FUND; ROHM AND HAAS MASTER TRUST; SAN

DIEGO COUNTY EMPLOYEES

RETIR. ASSOCIATION; SELECTED AMERICAN SHARES, INC.;

STATE ST B AND T C INV F F T E RETIR PLANS; STATE ST B AND T C INV F F T E RETIR PLANS; TELEDYNE TECHNOLOGIES ID BENEFIT MASTER TRUST; THE BAR EM MKTS UM FD SF BAR LATIN AMERICA; THE CALIFORNIA ENDOWMENT; THE FUTURE FUND BOARD OF GUARDIANS; THE MARSICO INTL OPPORTUNITIES FUND; THE MONKS INVESTMENT TRUST PLC; THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD; TREASURER OF THE ST.OF N.CAR.EQT.I.FD.P.TR; UNIV OF PITTSBURGH MEDICAL CENTER SYSTEM; VANGUARD EMERGING MARKETS STOCK INDEX FUND; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF; VARIABLE INSURANCE PRODUCTS FUND IV: EMERGING MARKETS PORTFO; WELLINGTON TRUST COMPANY N.A.; COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY; FIDELITY INVEST TRUST LATIN AMERICA FUND; JOHN HANCOCK FUNDS II INTERNATIONAL EQUITY INDEX FUND; JOHN HANCOCK TRUST INTERN EQUITY INDEX TRUST A; JOHN HANCOCK TRUST INTERN OPPORTUNITIES TRUST; THE TEXAS EDUCATION AGENCY; VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; MGI FUNDS PLC; ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND; TEACHER RETIREMENT SYSTEM OF TEXAS; NORTHERN TRUST QUANTITATIVE FUND PLC; HARBOR CAPITAL GROUP TR.FOR DEFINED BEN.PL.; BRITISH AIRWAYS PEN TRUSTEES LTD-MAIN A/C; T M T B O JP L RE FRANK RUSSELL INV (JP) L IT; COLUMBIA MULTI-ADVISOR INTERNATIONAL EQUITY FUND; THE CALIFORNIA STATE TEACHERS RETIREMENT SYS.; WELLS FARGO MASTER TRUST DIVERSIFIED STOCK PORTFOLIO; ILLINOIS STATE BOARD OF INVESTMENT; ISHARES MSCI BRAZIL (FREE) INDEX FUND; PRUDENTIAL RETIREM INSURANCE AND ANNUITY COMP; PRUDENTIAL RETIREM INSURANCE AND ANNUITY COMP; BARCLAYS GLOBAL INVESTORS NA; BGI EMERGING MARKETS STRATEGIC INSIGHTS FUND LTD; EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND; EMERGING MARKETS INDEX FUND E; FIDELITY FUNDS - LATIN AMERICA FUND; ING DAVIS NEW YORK VENTURE PORTFOLIO; ING EMERGING COUNTRIES FUND; STATE OF CALIFORNIA PUBLIC EMPLOYEES RET SYS.; ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO; STATE OF CALIFORNIA PUBLIC EMPLOYEES RET SYS.; STATE ST B AND T C INV F F T E RETIR PLANS; RUSSELL INTERNATIONAL DEVELOPED MARKETS FUND; JOHN HANCOCK TRUST FUNDAMENTAL VALUE TRUST; HARBOR GLOBAL GROWTH FUND; JOHN HANCOCK FUNDS II: FUNDAMENTAL VALUE FUND; STATE OF NEW JERSEY COMMON PENSION FUND D; THE BRAZIL VALUE AND GROWTH FUND; BELL ATLANTIC MASTER TRUST; KBSH PRIVATE GLOBAL VALUE FUND; WELLINGTON TRUST COMPANY N.A; ING BEWAAR MAATCHAPPIJ I B.V.; MANULIFE GLOBAL OPPORTUNITIES BALANCED FUND; MID WYND INTERNATIONAL INVESTMENT TRUST PLC; GLOBAL INVESTMENT FUND; THE CALIFORNIA WELLNESS FOUNDATION; GMAM INVESTMENT FUNDS TRUST; FIDELITY INVESTMENT TRUST: FIDELITY S E MKT FUND; FRONTIERS EMERGING MARKETS EQUITY POOL; SOUTHERN CALIFORNIA EDISON RETIREMENT PLAN; SOUTHERN CA ED C N F Q C D M T F S O A P V N G STA; LINCOLN VARIABLE INSURANCE PRODUCTS T L M I G FUND; SCOTIA LATIN AMERICAN

GROWTH FUND; FORTIS L FUND EQUITY LATIN AMERICA; FORTIS L FUND EQUITY BRAZIL; FORTIS L FUND OPPORTUNITIES WORLD; FORTIS L FUND EQUITY WORLD EMERGING; BLACKROCK KOREA LATIN AMERICAN FUND-MASTER; JAPAN TRUSTEE SERVICES BANK, LTD AS TRUSTEE FOR THE SUMITOMO TRUST & BANKING CO.,LTD AS TRUSTEE FOR MORGAN STANLEY LATIN AMERICA EQUITY FUND (FOR QUALIFIED INSTITUTIONAL INVESTORS ONLY); DRIEHAUS EMERGING MARKETS GROWTH FUND; DRIEHAUS INTERNATIONAL DISCOVERY FUND; DRIEHAUS GLOBAL GROWTH FUND, A SERIES OF DRIEHAUS MUTUAL FUNDS; EMPLOYEES RETIREMENT SYSTEM OF TEXAS; NORGES BANK; VANGUARD INVESTMENT SERIES, PLC; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS; RIVERSOURCE INTERNATIONAL SERIES, INC. - THREADNEEDLE INTERNATIONAL OPPORTUNITY FUND; RIVERSOURCE GLOBAL SERIES, INC. -

THREADNEEDLE EMERGING MARKETS FUND; RIVERSOURCE MANAGERS SERIES, INC. RIVERSOURCE PARTNERS FUNDAMENTAL VALUE FUND; RIVERSOURCE VARIABLE SERIES TRUST - THREADNEEDLE VARIABLE PORTFOLIO - INTERNATIONAL OPPORTUNITY FUND; RIVERSOURCE VARIABLE SERIES TRUST - THREADNEEDLE VARIABLE PORTFOLIO EMERGING MARKETS FUND; RIVERSOURCE VARIABLE SERIES TRUST - RIVERSOURCE PARTNERS VARIABLE PORTFOLIO-FUNDAMENTAL VALUE FUND; FIDELITY INVESTMENT SERVICES LTD. FOR AND ON BEHALF OF FIDELITY INSTITUTIONAL EMERGING MARKET FUND; THE LATIN AMERICAN DISCOVERY FUND INC; EUROPACIFIC GROWTH FUND; NEW WORLD FUND INC.; ITAU COMMODITIES ACES; COLUMBIA MARSICO INTERNATIONAL OPPPORTUNITIES; ARTISAN EMERGING MARKETS FUND (p.p. Paulo Roberto Bellentami Brando); OPPORTUNITY LGICA II FUNDO DE INVESTIMENTO EM AES; OPPORTUNITY 3FS FUNDO DE INVESTIMENTO EM AES; OPPORTUNITY MIDI MASTER FUNDO DE INVESTIMENTO MULTIMERCADO; OPPORTUNITY MERCADO VISTA E DERIVATIVOS FUNDO DE INVESTIMENTO EM AES; OPPORTUNITY LGICA II INSTITUCIONAL FUNDO DE INVESTIMENTO EM AES, OPP I FUNDO DE INVESTIMENTO EM AES (p.p. Maria Aparecida Corcino Lamnica); ONTARIO TEACHERS PENSION PLAN BOARD (p.p. Luciana Figueiras de Gis); CENTENNIAL ASSET MINING FUND LLC (Flavio Godinho).

- Certificate: This document is a faithful copy of the Minutes of the Special Shareholders Meeting of the OGX Petrleo e Gs Participaes S.A., held on September 23rd, 2009, signed by all and drafted in the appropriate book. -

Rio de Janeiro, September 23rd, 2009.

___________________________________________________ LUCIA REGINA GUIMARES MOTTA ZALN Secretary