Obligation PetroGlobal Finance BV 5.375% ( XS0835891838 ) en GBP

PetroGlobal Finance BV

100 % ▲

Bresil

XS0835891838 ( en GBP )

5.375% par an ( paiement annuel )

01/10/2029

Prospectus brochure de l'obligation Petrobras Global Finance BV XS0835891838 en GBP 5.375%, échéance 01/10/2029

100 000 GBP

450 000 000 GBP

01/10/2026 ( Dans 183 jours )

Petrobras Global Finance BV est une filiale néerlandaise de Petrobras, la compagnie pétrolière brésilienne, principalement impliquée dans les opérations financières internationales, telles que l'émission d'obligations et la gestion de la dette.

L'Obligation émise par PetroGlobal Finance BV ( Bresil ) , en GBP, avec le code ISIN XS0835891838, paye un coupon de 5.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/10/2029

424B2 1 pbra20120924_424b2.htm PROSPECTUS SUPPLEMENT
CALCULATION OF REGISTRATION FEE
Title of each class of securities offered
Aggregate offering price
Amount of registration fee
Debt securities
2,000,000,000(1)
US$295,851.36
£450,000,000(3)
US$83,533.09
US$379,384.45(2)
Guaranties

(4)
(1) The amount in euros is equivalent to U.S.$295,851.36 based on the exchange rate of U.S.$1.2908 per 1.00, which was the exchange rate in effect as of
September 24, 2012, as reported by the Central Bank of Brazil.
(2) The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(3) The amount in pounds sterling is equivalent to U.S.$83,533.09 based on the exchange rate of U.S.$1.6198 per £1.00, which was the exchange rate in
effect as of September 24, 2012, as reported by the Central Bank of Brazil.
(4) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guaranties.

Filed pursuant to Rule 424(b)(2)
Registration Statements Nos. 333-183618 and 333-183618-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 29, 2012)
Petrobras Global Finance B.V.
Unconditionally guaranteed by
Petróleo Brasileiro S.A.--Petrobras
(Brazilian Petroleum Corporation--Petrobras)
1,300,000,000 3.25% Global Notes due 2019
700,000,000 4.25% Global Notes due 2023
£450,000,000 5.375% Global Notes due 2029
The 3.25% Global Notes due 2019 (the "2019 Notes"), the 4.25% Global Notes due 2023 (the "2023 Notes") and the 5.375%
Global Notes due 2029 (the "2029 Notes") (each a "series" and collectively the "notes") are general, unsecured, unsubordinated
obligations of Petrobras Global Finance B.V., or "PGF," a wholly-owned subsidiary of Petróleo Brasileiro S.A.-Petrobras, or
"Petrobras." The notes will be unconditionally and irrevocably guaranteed by Petrobras. The 2019 Notes will mature on April
1, 2019, and will bear interest at the rate of 3.25% per annum. Interest on the 2019 Notes is payable on April 1 of each year,
beginning on April 1, 2013. The 2023 Notes will mature on October 2, 2023, and will bear interest at the rate of 4.25% per
annum. Interest on the 2023 Notes is payable on October 2 of each year, beginning on October 2, 2013. The 2029 Notes will
mature on October 1, 2029, and will bear interest at the rate of 5.375% per annum. Interest on the 2029 Notes is payable on
October 1 of each year, beginning on October 1, 2013.
PGF will pay additional amounts related to the deduction of certain withholding taxes in respect of certain payments on the
notes. PGF may redeem, in whole or in part, the notes at any time by paying the greater of the principal amount of the notes and
the applicable "make-whole" amount, plus, in each case, accrued interest. The notes will also be redeemable without premium
prior to maturity at PGF's option solely upon the imposition of certain withholding taxes. See "Description of the Notes--
Optional Redemption--Redemption for Taxation Reasons."
------------------------
PGF has applied to list the notes on the official list of the Luxembourg Stock Exchange and have them admitted to trading on
the Euro MTF market of the Luxembourg Stock Exchange. This prospectus supplement and accompanying prospectus dated
August 29, 2012 constitute a prospectus for purposes of Part IV of the Luxembourg law dated July 10, 2005 on Prospectuses
for Securities, as amended.
This document may not be used for or in connection with an offer to, or a solicitation by, anyone in any jurisdiction or in any
circumstances in which such offer or solicitation is not authorized or is unlawful. The notes have a denomination of at least
100,000 or the equivalent in pounds sterling and are offered pursuant to a prospectus exemption as laid down in Article 3,
paragraph 2(c) of the EC Prospectus Directive 2003/71/EC, as amended. This document has not been approved by any
competent authority in the European Economic Area for purposes of the Prospectus Directive and has not been prepared in
accordance with and is not a prospectus within the meaning of the EC Prospectus Directive 2003/71/EC, as amended, and the
EC Prospectus Regulation 809/2004, as amended, including EU Prospectus Regulation 486/2012, and the rules promulgated
thereunder.
------------------------
See "Risk Factors" on page S-16 to read about factors you should consider before buying the notes offered in this
prospectus supplement and the accompanying prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
------------------------
Per Note
Total
Initial price to the public(1):
2019 Notes
99.398%
1,292,174,000.00
2023 Notes
98.154%
687,078,000.00
2029 Notes
97.472%
£438,624,000.00
Underwriting discount:
2019 Notes
0.250%
3,250,000.00

2023 Notes
0.300%
2,100,000.00
2029 Notes
0.350%
£1,575,000.00
Proceeds, before expenses, to PGF:
2019 Notes
99.148%
1,288,924,000.00
2023 Notes
97.854%
684,978,000.00
2029 Notes
97.122%
£437,049,000.00

(1) Plus accrued interest from October 1, 2012, if settlement occurs after that date.
------------------------
The underwriters expect to deliver the notes in registered global form only and deposit them with a common depositary for
Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme, on or about
October 1, 2012.
Joint Bookrunners
BB Securities Citigroup Deutsche Bank HSBC J.P. Morgan Santander Global Banking & Markets
Co-managers
Mitsubishi UFJ Securities Standard Chartered Bank
September 24, 2012

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
About this Prospectus Supplement
S-1
Forward-Looking Statements
S-3
Incorporation of Certain Documents by Reference
S-5
Where You Can Find More Information
S-7
Summary
S-8
Recent Developments
S-15
Risk Factors
S-16
Use of Proceeds
S-19
Selected Financial and Operating Information
S-20
Capitalization
S-22
Description of the Notes
S-23
Clearance and Settlement
S-38
Description of the Guaranties
S-42
Plan of Distribution
S-50
Taxation
S-54
Difficulties of Enforcing Civil Liabilities against Non-U.S. Persons
S-62
Legal Matters
S-63
Experts
S-64
Listing and General Information
S-65

PROSPECTUS
Page
About This Prospectus
2
Forward-Looking Statements
3
Petrobras
4
PGF
4
The Securities
5
Legal Ownership
5
Description of Debt Securities
8
Description of Mandatory Convertible Securities
24
Description of Warrants
25
Description of the Guaranties
31
Description of American Depositary Receipts
32
Form of Securities, Clearing and Settlement
41
Plan of Distribution
46
Expenses of the Issue
47
Experts
48
Validity of Securities
48
Enforceability of Civil Liabilities
48
Where You Can Find More Information
51
Incorporation of Certain Documents by Reference
52

ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of
the notes PGF is offering and certain other matters relating to PGF and Petrobras and Petrobras' financial condition. The
second part, the accompanying prospectus, gives more general information about securities that PGF and Petrobras may offer
from time to time. Generally, references to the prospectus mean this prospectus supplement and the accompanying prospectus
combined. If the information in this prospectus supplement differs from the information in the accompanying prospectus, the
information in this prospectus supplement supersedes the information in the accompanying prospectus.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and in
any related free-writing prospectus we prepare or authorize. PGF and Petrobras have not authorized anyone to give you any
other information, and we take no responsibility for any other information that others may give you. Neither PGF nor Petrobras
is making an offer to sell the notes in any jurisdiction where the offer is not permitted.
Having taken all reasonable care to ensure that such is the case, the information contained in this prospectus
supplement and accompanying prospectus is, to the best of our knowledge, in accordance with the facts and contains no
omissions likely to affect its import. You should not assume that the information in this prospectus supplement, the
accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date of the
relevant document.
We have prepared this prospectus supplement for use solely in connection with the proposed offering of the notes and,
along with the accompanying prospectus dated August 29, 2012, to list the notes on the official list of the Luxembourg Stock
Exchange and have them admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange, and it may only be
used for these purposes.
This prospectus supplement is for distribution only to persons who (i) have professional experience in matters relating
to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv)
are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This
prospectus supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this prospectus supplement relates is available only to
relevant persons and will be engaged in only with relevant persons.
In this prospectus supplement, unless the context otherwise requires or as otherwise indicated, references to
"Petrobras" mean Petróleo Brasileiro S.A.-Petrobras and its consolidated subsidiaries taken as a whole, and references to
"PGF" mean Petrobras Global Finance B.V., a wholly-owned subsidiary of Petrobras. Terms such as "we," "us" and "our"
generally refer to both Petrobras and PGF, unless the context requires otherwise or as otherwise indicated.
References herein to "reais" or "R$" are to the lawful currency of Brazil. References herein to "U.S. dollars" or
"U.S.$" are to the lawful currency of the United States. References herein to "euros" or "" are to the lawful currency of the
member states of the European Monetary Union that have adopted or will adopt the single currency in accordance with the
Treaty Establishing the European Community, as amended by the Treaty on European Union. References herein to "pounds
sterling" or "£" are to the lawful currency of the United Kingdom.
In connection with the offering of the notes, the underwriters are not acting for anyone other than PGF and will not be
responsible to anyone other than PGF for providing the protections afforded to their clients for providing advice in relation to
the offering.
S-1

In connection with the offering of the notes, Citigroup Global Markets Limited, with respect to the 2019 Notes and the
2023 Notes and HSBC Bank plc, with respect to the 2029 Notes, the "Stabilizing Manager(s)", (or persons acting on behalf of
the Stabilizing Manager(s)) may over-allot notes or effect transactions with a view to supporting the market price of the notes at
a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s) (or
persons acting on their behalf of the Stabilizing Manager(s)) will undertake any stabilization action. Any stabilization action
may begin on or after the date on which adequate public disclosure of the final terms of the offer of the notes is made and, if
begun, may be ended at any time, but it must end no later than 30 calendar days after the date on which PGF received the
proceeds of the issue, or no later than 60 calendar days after the date of the allotment of the notes, whichever is the earlier.
S-2

FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this prospectus supplement are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are not based on historical facts and are
not assurances of future results. Many of the forward-looking statements contained, or incorporated by reference, in this
prospectus supplement may be identified by the use of forward-looking words, such as "believe," "expect," "anticipate,"
"should," "planned," "estimate" and "potential," among others. We have made forward-looking statements that address, among
other things:

our marketing and expansion strategy;

our exploration and production activities, including drilling;

our activities related to refining, import, export, transportation of petroleum, natural gas and oil products,
petrochemicals, power generation, biofuels and other sources of renewable energy;

our projected and targeted capital expenditures and other costs, commitments and revenues;

our liquidity and sources of funding;

our development of additional revenue sources; and

the impact, including cost, of acquisitions.
Our forward-looking statements are not guarantees of future performance and are subject to assumptions that may
prove incorrect and to risks and uncertainties that are difficult to predict. Our actual results could differ materially from those
expressed or forecast in any forward-looking statements as a result of a variety of factors. These factors include, among other
things:

our ability to obtain financing;

general economic and business conditions, including crude oil and other commodity prices, refining margins and
prevailing exchange rates;

global economic conditions;

our ability to find, acquire or gain access to additional reserves and to develop our current reserves successfully;

uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil and gas
reserves;

competition;

technical difficulties in the operation of our equipment and the provision of our services;

changes in, or failure to comply with, laws or regulations;

receipt of governmental approvals and licenses;

international and Brazilian political, economic and social developments;

natural disasters, accidents, military operations, acts of sabotage, wars or embargoes;
S-3

the cost and availability of adequate insurance coverage; and

other factors discussed below under "Risk Factors."
For additional information on factors that could cause our actual results to differ from expectations reflected in
forward-looking statements, please see "Risk Factors" in this prospectus supplement and in documents incorporated by
reference in this prospectus supplement and the accompanying prospectus.
All forward-looking statements attributed to us or a person acting on our behalf are expressly qualified in their entirety
by this cautionary statement, and you should not place undue reliance on any forward-looking statement included in this
prospectus supplement or the accompanying prospectus. We undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information or future events or for any other reason.
S-4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Petrobras is incorporating by reference into this prospectus supplement the following documents that it has filed with
the Securities and Exchange Commission ("SEC"):
(1) The Petrobras Report on Form 6-K furnished to the SEC on June 14, 2012, relating to Petrobras' Business
Plan for 2012-2016, and its amendment on Form 6-K/A furnished to the SEC on the same date.
(2) The Petrobras Annual Report on Form 20-F for the year ended December 31, 2011, filed with the SEC on
March 30, 2012, and its amendment on Form 20-F/A, filed with the SEC on July 9, 2012.
(3) The Petrobras Report on Form 6-K furnished to the SEC on August 10, 2012, containing financial
information for the six-month periods ended June 30, 2012 and 2011, prepared in accordance with International Financial
Standards ("IFRS").
(4) The Petrobras Report on Form 6-K furnished to the SEC on September 19, 2012, announcing the completion
of the fourth well in the assignment of rights area.
(5) The Petrobras Report on Form 6-K furnished to the SEC on September 13, 2012, announcing production
start-up at the Chinook field in the Gulf of Mexico.
(6) The Petrobras Report on Form 6-K furnished to the SEC on September 11, 2012, announcing the start of
production of FPSO Cidade de Anchieta in the Campos Basin.
(7) The Petrobras Reports on Form 6-K furnished to the SEC on August 27, 2012 and August 23, 2012,
announcing new discoveries and the completion of the drilling of a second well in the Sergipe-Alagoas Basin, respectively.
(8) The Petrobras Reports on Form 6-K furnished to the SEC on August 13, 2012, August 6, 2012 and July 13,
2012, announcing the execution of agreements for the chartering and operation of certain floating drilling platforms.
(9) The Petrobras Reports on Form 6-K furnished to the SEC on August 22, 2012 and August 3, 2012,
announcing the drilling of certain wells in the assignment of rights area.
(10) The Petrobras Report on Form 6-K furnished to the SEC on August 3, 2012, announcing a new discovery in
the Ceará Basin, and its amendment on Form 6-K/A furnished to the SEC on the same date.
(11) The Petrobras Report on Form 6-K furnished to the SEC on July 23, 2012, announcing the resignation of Mr.
Jorge Luiz Zelada as International Director and the appointment of Ms. Maria das Graças Silva Foster as International Area
Director.
(12) The Petrobras Report on Form 6-K furnished to the SEC on July 19, 2012, announcing the execution of
contracts for certain pre-salt FPSOs.
(13) The Petrobras Report on Form 6-K furnished to the SEC on July 12, 2012, announcing an increase in diesel
prices.
(14) The Petrobras Report on Form 6-K furnished to the SEC on July 11, 2012, announcing a new discovery in
the Espírito Santo Basin.
(15) The Petrobras Report on Form 6-K furnished to the SEC on June 29, 2012, announcing the execution of an
agreement terminating all existing lawsuits between its subsidiaries and Transcor/Astra.
S-5