Obbligazione PetroGlobal Finance BV 6.125% ( US71647NAR08 ) in USD

PetroGlobal Finance BV

100 USD ▼

Brasile

US71647NAR08 ( in USD )

6.125% per anno ( pagato 2 volte l'anno)

16/01/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Petrobras Global Finance BV US71647NAR08 in USD 6.125%, scaduta

2 000 USD

3 000 000 000 USD

71647NAR0

BB- ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

Petrobras Global Finance BV è una sussidiaria di Petrobras, la compagnia petrolifera brasiliana di Stato, che opera nel settore finanziario internazionale.

The Obbligazione issued by PetroGlobal Finance BV ( Brazil ) , in USD, with the ISIN code US71647NAR08, pays a coupon of 6.125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 16/01/2022

The Obbligazione issued by PetroGlobal Finance BV ( Brazil ) , in USD, with the ISIN code US71647NAR08, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Obbligazione issued by PetroGlobal Finance BV ( Brazil ) , in USD, with the ISIN code US71647NAR08, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
424B2 1 d277221d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Amount to be
Proposed maximum
Proposed maximum aggregate Amount of registration
Title of each class of securities offered

registered
offering price per unit
offering price

fee(1)
Debt securities

6.125% Global Notes due 2022
U.S.$2,000,000,000.00
100.00%

U.S.$2,000,000,000.00

U.S.$231,800.00
7.375% Global Notes due 2027
U.S.$2,000,000,000.00
100.00%

U.S.$2,000,000,000.00

U.S.$231,800.00
Guaranties

(2)

(1)
The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guaranties.
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-206660 and 333-206660-01

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 28, 2015)
Petrobras Global Finance B.V.
Unconditionally guaranteed by
Petróleo Brasileiro S.A. -- Petrobras
(Brazilian Petroleum Corporation -- Petrobras)

U.S.$2,000,000,000 6.125% Global Notes due 2022
U.S.$2,000,000,000 7.375% Global Notes due 2027
The 6.125% Global Notes due 2022 (the "2022 Notes") and the 7.375% Global Notes due 2027 (the "2027 Notes" and, together with the 2022
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 2022 Notes will mature on January 17, 2022 and will bear interest at the rate of 6.125% per annum. The 2027 Notes
will mature on January 17, 2027 and will bear interest at the rate of 7.375% per annum. Interest on the Notes is payable on January 17 and July 17
of each year, beginning on July 17, 2017.
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."
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA THAT HAS IMPLEMENTED
DIRECTIVE 2003/71/EC, AS AMENDED, (THE "PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS
DEFINED IN THE PROSPECTUS DIRECTIVE).

PGF intends to apply to have the Notes approved for listing on the New York Stock Exchange, or the "NYSE."

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Final Prospectus Supplement
See "Risk Factors" beginning on page S-17 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.

Initial price to the public(1):

Underwriting discount:

Proceeds, before expenses, to PGF:

Per Note
Total

Per Note
Total

Per Note
Total

2022 Notes

100.000%
U.S.$2,000,000,000
0.300%
U.S.$6,000,000
99.700%
U.S.$ 1,994,000,000
2027 Notes

100.000%
U.S.$2,000,000,000
0.300%
U.S.$6,000,000
99.700%
U.S.$ 1,994,000,000

(1)
Plus accrued interest from January 17, 2017, if settlement occurs after that date.

The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company and its direct and
indirect participants, including Clearstream Banking, société anonyme, and Euroclear S.A./N.V., as operator of the Euroclear System, against
payment in New York, New York on or about January 17, 2017.
Joint Bookrunners

Bradesco BBI
Citigroup
HSBC
Itaú BBA
Morgan Stanley
The date of this prospectus supplement is January 9, 2017.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About this Prospectus Supplement
S-1
Forward-Looking Statements
S-2
Incorporation of Certain Documents by Reference
S-4
Where You Can Find More Information
S-8
Summary
S-9
Recent Developments
S-16
Risk Factors
S-17
Use of Proceeds
S-19
Ratio of Earnings to Fixed Charges
S-20
Ratio of Earnings to Fixed Charges and Preferred Dividends
S-21
Selected Financial and Operating Information
S-22
Capitalization
S-24
Description of the Notes
S-25
Description of the Guaranties
S-37
Clearance and Settlement
S-45
Underwriting
S-48
Taxation
S-55
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Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons
S-64
Legal Matters
S-65
Independent Registered Public Accounting Firm
S-66
Table of Contents
PROSPECTUS

Page
About This Prospectus

2
Forward-Looking Statements

3
Petrobras

4
PGF

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

6
Ratio of Earnings to Fixed Charges and Preferred Dividends

7
The Securities

8
Legal Ownership

9
Description of Debt Securities

12
Description of Mandatory Convertible Securities

28
Description of Warrants

29
Description of the Guaranties

35
Description of American Depositary Receipts

36
Form of Securities, Clearing and Settlement

43
Plan of Distribution

49
Experts

51
Validity of Securities

51
Enforceability of Civil Liabilities

51
Where You Can Find More Information

53
Incorporation of Certain Documents by Reference

54
Table of Contents
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's 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
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Final Prospectus Supplement
where the offer is not permitted.
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.
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.

S-1
Table of Contents
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," "estimate," "anticipate," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely," "potential" and similar
expressions.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which
they are made. There is no assurance that the expected events, trends or results will actually occur.
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 oil, 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 pricing strategy and development of additional revenue sources; and

·
the impact, including cost, of acquisitions and divestments.
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 assumptions and factors. These factors include, but are not limited to, the following:

·
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;
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Final Prospectus Supplement

S-2
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·
changes in, or failure to comply with, laws or regulations, including with respect to fraudulent activity, corruption and bribery;

·
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;

·
the cost and availability of adequate insurance coverage;

·
our ability to successfully implement assets sales under our divestment program;

·
the outcome of ongoing corruption investigations and any new facts or information that may arise in relation to the "Lava Jato

investigation;"

·
the effectiveness of our risk management policies and procedures, including operational risks;

·
litigation, such as class actions or enforcement or other proceedings brought by governmental and regulatory agencies; 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-3
Table of Contents
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 Annual Report on Form 20-F for the year ended December 31, 2015 (the "2015 Form 20-F") filed with the SEC on

April 28, 2016.

(2)
The Petrobras Reports on Form 6-K furnished to the SEC on November 14, 2016, containing Petrobras's financial statements and

financial information and results in U.S. dollars as of September 30, 2016 and for the nine-month periods ended September 30, 2016
and 2015, prepared in accordance with International Financial Reporting Standards ("IFRS").

(3)
The Petrobras Report on Form 6-K furnished to the SEC on April 29, 2016, regarding an amendment to Petrobras's bylaws.

(4)
The Petrobras Report on Form 6-K furnished to the SEC on May 2, 2016, June 15, 2016 and September 9, 2016, regarding the

election of members of the board of directors of Petrobras Distribuidora, S.A., the extension of the Interim Chief Executive Officer's
mandate and the election of Ivan de Sá Pereira Junior as Chief Executive Officer.

(5)
The Petrobras Reports on Form 6-K furnished to the SEC on May 5, 2016 and August 15, 2016, regarding the new composition of

its statutory audit committee.

(6)
The Petrobras Report on Form 6-K furnished to the SEC on May 11, 2016, regarding Fitch rating agency's downgrade of

Petrobras's corporate debt rating.

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(7)
The Petrobras Report on Form 6-K furnished to the SEC on May 18, 2016, announcing the extension of certain concession

agreements entered into with the National Petroleum Agency for the exploration of the Marlim and Voador fields.

(8)
The Petrobras Reports on Form 6-K furnished to the SEC on May 20, 2016, May 24, 2016 and May 31, 2016, announcing certain

changes in management and the appointment of Petrobras's new Chief Executive Officer.

(9)
The Petrobras Report on Form 6-K furnished to the SEC on June 8, 2016, announcing the sale of Petrobras's liquefied natural gas

terminal and related thermoelectric power plants in the States of Rio de Janeiro and Ceará.

(10)
The Petrobras Report on Form 6-K furnished to the SEC on June 16, 2016, announcing new oil discoveries in the Santos Basin.

(11)
The Petrobras Reports on Form 6-K furnished to the SEC on June 16, 2016, October 17, 2016 and November 18, 2016, regarding

the potential sale of Liquigás Distribuidora S.A.

(12)
The Petrobras Report on Form 6-K furnished to the SEC on June 24, 2016, announcing the implementation of a new supplementary

pension plan to Petrobras's employee pension fund (Petros).

(13)
The Petrobras Report on Form 6-K furnished to the SEC on June 30, 2016, announcing the approval by its board of directors of the

New Policy for the Disclosure of Material Fact or Act and for the Negotiation of Securities of Petrobras.

S-4
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(14)
The Petrobras Report on Form 6-K furnished to the SEC on June 30, 2016, July 5, 2016 and August 11, 2016, announcing the
creation of a Department of Strategy, Organization and Management System, increasing its Executive Board from seven to eight

members, and the appointment of Mr. Nelson Luiz Costa Silva as new Chief Strategy, Organization and Management System
Officer.

(15)
The Petrobras Report on Form 6-K furnished to the SEC on June 30, 2016, announcing the new composition of Petrobras's board of

directors' statutory committees.

(16)
The Petrobras Report on Form 6-K furnished to the SEC on July 5, 2016, announcing the commencement of the process to transfer

rights of oil and natural gas exploration, development and production in shallow water fields in the States of Ceará and Sergipe.

(17)
The Petrobras Report on Form 6-K furnished to the SEC on August 5, 2016, announcing the approval by Petrobras's shareholders'

extraordinary general meeting to amendments in Petrobras's bylaws and the creation of the position of Strategy, Organization and
Management System Officer.

(18)
The Petrobras Report on Form 6-K furnished to the SEC on August 11, 2016, regarding the election of Petrobras Chief Strategy,

Organization and Management System Officer.

(19)
The Petrobras Report on Form 6-K furnished to the SEC on August 12, 2016, regarding changes in Petrobras's board of directors.

(20)
The Petrobras Report on Form 6-K furnished to the SEC on October 4, 2016 and December 6, 2016, regarding the potential sale of

Petrobras Distribuidora, S.A. and related injunctions granted by the federal court of the State of Sergipe.

(21)
The Petrobras Report on Form 6-K furnished to the SEC on October 4, 2016, regarding the Albacora discovery in the Campos

Basin.

(22)
The Petrobras Report on Form 6-K furnished to the SEC on October 5, 2016, announcing a new bidding process for the Libra Pilot

Project Oil Platform.

(23)
The Petrobras Report on Form 6-K furnished to the SEC on October 6, 2016 and November 21, 2016, regarding the potential sale of

the Baúna and Tartaruga Verde fields.

(24)
The Petrobras Report on Form 6-K furnished to the SEC on October 12, 2016, regarding the expansion of the Galp Energia, SGPS,

S.A. partnership.

(25)
The Petrobras Reports on Form 6-K furnished to the SEC on October 21, 2016 and December 29, 2016, announcing the sale by

Petrobras's wholly-owned subsidiary Petrobras Biocombustível S.A.'s interest in Guarani S.A.

(26)
The Petrobras Reports on Form 6-K furnished to the SEC on October 24, 2016 and December 22, 2016, regarding a strategic

alliance with Total S.A.

(27)
The Petrobras Report on Form 6-K furnished to the SEC on October 24, 2016, announcing Moody's rating agency's upgrade of
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Petrobras' corporate debt rating.

(28)
The Petrobras Reports on Form 6-K furnished to the SEC on November 4, 2016 and December 29, 2016, regarding the sale of

Companhia Petroquímica de Pernambuco (PetroquímicaSuape) and Companhia Integrada Têxtil de Pernambuco (Citepe).

S-5
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(29)
The Petrobras Report on Form 6-K furnished to the SEC on November 14, 2016, regarding its oil and natural gas production in

October 2016.

(30)
The Petrobras Report on Form 6-K furnished to the SEC on November 17, 2016, regarding its financing with Caixa Econômica

Federal.

(31)
The Petrobras Reports on Form 6-K furnished to the SEC on November 23, 2016 and November 29, 2016, regarding the closing of

the BM-S-8 Exploration Block sale transaction and the use of the proceeds from such sale to repay a portion of the loan to
Transportadora Associada de Gás S.A., a wholly-owned subsidiary of Petrobras, by the Brazilian Development Bank - BNDES.

(32)
The Petrobras Report on Form 6-K furnished to the SEC on November 23, 2016, announcing the agreement reached with investors

to settle eleven individual securities actions in the United States.

(33)
The Petrobras Reports on Form 6-K furnished to the SEC on December 1, 2016, announcing the resolutions adopted by Petrobras's

general extraordinary shareholders' meeting held on November 30, 2016.

(34)
The Petrobras Reports on Form 6-K furnished to the SEC on December 8, 2016 and December 21, 2016, announcing a preventive

order issued by the Brazilian Federal Accounting Court relating to Petrobras' divestment plan.

(35)
The Petrobras Report on Form 6-K furnished to the SEC on December 15, 2016, regarding its oil and natural gas production in

November 2016.

(36)
The Petrobras Report on Form 6-K furnished to the SEC on December 16, 2016, regarding Nova Fronteira Bioenergia S.A., a joint

venture between Petrobras Biocombustível S.A., a wholly-owned subsidiary of Petrobras, and São Martinho S.A.

(37)
The Petrobras Report on Form 6-K furnished to the SEC on December 16, 2016, regarding the execution by Petrobras of a

U.S.$5 billion credit facility with the China Development Bank and a commercial agreement with China National United Oil
Corporation, China Zhenhua Oil Co. Ltd., and Chemchina Petrochemical Co. Ltd.

(38)
The Petrobras Report on Form 6-K furnished to the SEC on December 21, 2016, announcing the engagement of KPMG Auditores

Independentes to provide independent audit services for the fiscal years 2017, 2018 and 2019.

(39)
The Petrobras Report on Form 6-K furnished to the SEC on December 29, 2016, regarding the resignation and appointment of a

member of its audit committee.

(40)
The Petrobras Report on Form 6-K furnished to the SEC on December 29, 2016, regarding the closing of the sale by Petrobras of its

equity interests in Nansei Sekiyu.

(41)
The Petrobras Report on Form 6-K furnished to the SEC on January 6, 2017, regarding certain financial information for the year

ended December 31, 2015.

(42)
The Petrobras Report on Form 6-K furnished to the SEC on January 4, 2017, regarding the sale of Petrobras Chile.

(43)
Any future reports of Petrobras on Form 6-K furnished to the SEC that are identified in those forms as being incorporated by

reference into this prospectus supplement or the accompanying prospectus.

S-6
Table of Contents
We will provide without charge to any person to whom a copy of this prospectus supplement is delivered, upon the written or oral request of
any such person, a copy of any or all of the documents referred to above which have been or may be incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests should be directed to
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Final Prospectus Supplement
Petrobras's Investor Relations Department located at Avenida República do Chile, 65 -- 13th Floor, 20031-912--Rio de Janeiro, RJ, Brazil, Attn:
Larry Carris Cardoso, Finance Department, General Manager of Corporate Finance (telephone: +55 (21) 3224-1510/3224-9947; fax: +55 (21)
3224-1401; e-mail: [email protected]).

S-7
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
Information that Petrobras files with or furnishes to the SEC after the date of this prospectus supplement, and that is incorporated by
reference herein, will automatically update and supersede the information in this prospectus supplement. You should review the SEC filings and
reports that Petrobras incorporates by reference to determine if any of the statements in this prospectus supplement, the accompanying prospectus
or in any documents previously incorporated by reference have been modified or superseded.
Documents incorporated by reference in this prospectus supplement are available without charge. Each person to whom this prospectus
supplement and the accompanying prospectus are delivered may obtain documents incorporated by reference herein by requesting them either in
writing or orally, by telephone or by e-mail from us at the following address:
Investor Relations Department
Petróleo Brasileiro S.A.-Petrobras
Avenida República do Chile, 65 -- 13th Floor
20031-912 -- Rio de Janeiro -- RJ, Brazil
Attn: Larry Carris Cardoso, Finance Department, General Manager of Corporate Finance
Telephone: +55 (21) 3224-1510/3224-9947
Fax: +55 (21) 3224-1401
E-mail: [email protected]
In addition, you may review copies of the materials Petrobras files with or furnishes to the SEC without charge, and copies of all or any
portion of such materials can be obtained at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information about the Public Reference Room. Petrobras also files materials with the SEC electronically. The SEC
maintains an Internet site that contains materials that Petrobras files electronically with the SEC. The address of the SEC's website is
http://www.sec.gov.

S-8
Table of Contents
SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated by reference, in this prospectus
supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information you should consider
before investing in the Notes. You should read carefully the entire prospectus supplement, the accompanying prospectus, including "Risk
Factors" and the documents incorporated by reference herein, which are described under "Incorporation of Certain Documents by
Reference" and "Where You Can Find More Information."
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.
PGF
PGF is a wholly-owned finance subsidiary of Petrobras, incorporated under the laws of The Netherlands as a private company with
limited liability on August 29, 2012. PGF is an indirect subsidiary of Petrobras, and all of PGF's shares are held by Petrobras's Dutch
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subsidiary Petrobras International Braspetro B.V. PGF's business is to issue debt securities in the international capital markets to finance
Petrobras's operations. PGF does not currently have any operations, revenues or assets other than those related to the issuance, administration
and repayment of its debt securities. All debt securities issued by PGF are fully and unconditionally guaranteed by Petrobras. PGF was
incorporated for an indefinite period of time.
Petrobras uses PGF as its main vehicle to issue securities in the international capital markets. PGF's first offering of notes fully and
unconditionally guaranteed by Petrobras occurred in September 2012. In December 2014, PGF assumed the obligations of Petrobras's former
finance subsidiary Petrobras International Finance Company S.A. ("PifCo") under all then outstanding notes originally issued by PifCo, which
continue to benefit from Petrobras's full and unconditional guarantee.
PGF's registered office is located at Weena 762, 3014 DA Rotterdam, The Netherlands, and our telephone number is 31 (0) 10
206-7000.
Petrobras
Petrobras is one of the world's largest integrated oil and gas companies, engaging in a broad range of oil and gas activities. Petrobras is a
sociedade de economia mista, organized and existing under the laws of Brazil. For the years ended December 31, 2014 and 2015, Petrobras
had sales revenues of U.S.$143.7 billion and U.S.$97.3 billion, gross profit of U.S.$34.2 billion and U.S.$29.8 billion and net loss attributable
to shareholders of Petrobras of U.S.$7.4 billion and U.S.$8.5 billion, respectively. For the nine-month period ended September 30, 2016,
Petrobras had sales revenues of U.S.$60.0 billion, gross profit of U.S.$19.1 billion and net loss attributable to shareholders of Petrobras of
U.S.$5.6 million. In 2015, Petrobras's average domestic daily oil and NGL (natural gas liquid) production was 2,128 mbbl/d, which
represented more than 90% of Brazil's total oil and NGL production. Petrobras engages in a broad range of activities, which cover the
following segments of its operations:

·
Exploration and Production: this business segment covers exploration, development and production of crude oil, NGL and natural
gas in Brazil and abroad, for the primary purpose of supplying our domestic refineries and the sale of surplus crude oil and oil

products produced in our natural gas processing plants to the domestic and foreign markets. Our exploration and production
segment also operates through partnerships with other companies;

·
Refining, Transportation and Marketing: this business segment covers refining, logistics, transportation and trading of crude oil and

oil products in Brazil and abroad, exporting of ethanol, extraction and processing of shale, as well as holding equity interest in
petrochemical companies in Brazil;

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·
Gas and Power: this business segment covers transportation, trading of natural gas produced in Brazil and abroad, imported natural

gas, transportation and trading of NGL, generation and trading of electricity, as well as holding equity interest in (i) transporters and
distributors of natural gas and (ii) thermoelectric power plants in Brazil, in addition to being responsible for our fertilizer business;

·
Distribution: this business segment covers activities of Petrobras Distribuidora S.A., which operates through its own retail network

and wholesale channels to sell oil products, ethanol and vehicle natural gas in Brazil to retail, commercial and industrial customers,
as well as other fuel wholesalers. This segment also includes distribution of oil products operations abroad (South America); and

·
Biofuel: this business segment covers production of biodiesel and its co-products, as well as ethanol-related activities such as

equity investments, production and trading of ethanol, sugar and the surplus electric power generated from sugarcane bagasse.
Additionally, we have a Corporate segment that has activities that are not attributed to the other business segments, notably those related
to corporate financial management, corporate overhead and other expenses, including actuarial expenses related to the pension and medical
benefits for retired employees and their dependents. For further information regarding our business segments, see Note 4.2. to our audited
consolidated financial statements for the year ended December 31, 2015.
Petrobras's principal executive office is located at Avenida República do Chile, 65, 20031-912 - Rio de Janeiro RJ, Brazil, its telephone
number is (55-21) 3224-4477, and our website is www.petrobras.com.br. The information on our website, which might be accessible through
https://www.sec.gov/Archives/edgar/data/1119639/000119312517007049/d277221d424b2.htm[1/11/2017 9:32:44 AM]

Final Prospectus Supplement
a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this prospectus supplement.

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The Offering

Issuer

Petrobras Global Finance B.V., or "PGF."
The 2022 Notes
U.S.$2,000,000,000 aggregate principal amount of 6.125% Global Notes due 2022, or the

"2022 Notes."
The 2027 Notes
U.S.$2,000,000,000 aggregate principal amount of 7.375% Global Notes due 2027, or the

"2027 Notes."
Issue Price
For the 2022 Notes: 100.000% of the aggregate principal amount.
For the 2027 Notes: 100.000% of the aggregate principal amount.

In each case plus accrued interest from January 17, 2017, if settlement occurs after that

date.
Closing Date

January 17, 2017.
Maturity Date
For the 2022 Notes: January 17, 2022.

For the 2027 Notes: January 17, 2027.
Interest
For the 2022 Notes: The 2022 Notes will bear interest from January 17, 2017, the date of
original issuance of such notes, at the rate of 6.125% per annum, payable semi-annually
in arrears on each interest payment date.

For the 2027 Notes: The 2027 Notes will bear interest from January 17, 2017, the date of
original issuance of such notes, at the rate of 7.375% per annum, payable semi-annually

in arrears on each interest payment date.
Interest Payment Dates

January 17 and July 17 of each year, commencing on July 17, 2017.
Denominations
PGF will issue the Notes only in denominations of U.S.$2,000 and integral multiples of

U.S.$1,000 in excess thereof.
Trustee, Registrar, Paying Agent and Transfer
Agent

The Bank of New York Mellon.
Codes

(a) ISIN
For the 2022 Notes: US71647NAR08

For the 2027 Notes: US71647NAS80
(b) CUSIP
For the 2022 Notes: 71647N AR0

For the 2027 Notes: 71647N AS8

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Document Outline

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