Obbligazione PetroGlobal Finance BV 5.999% ( US71647NAY58 ) in USD

Emittente PetroGlobal Finance BV
Prezzo di mercato refresh price now   102.271 USD  ▲ 
Paese  Brasile
Codice isin  US71647NAY58 ( in USD )
Tasso d'interesse 5.999% per anno ( pagato 2 volte l'anno)
Scadenza 26/01/2028



Prospetto opuscolo dell'obbligazione Petrobras Global Finance BV US71647NAY58 en USD 5.999%, scadenza 26/01/2028


Importo minimo 2 000 USD
Importo totale 5 400 614 000 USD
Cusip 71647NAY5
Standard & Poor's ( S&P ) rating BB ( Non-investment grade speculative )
Moody's rating Ba1 ( Non-investment grade speculative )
Coupon successivo 27/07/2026 ( In 117 giorni )
Descrizione dettagliata Petrobras Global Finance BV è una sussidiaria di Petrobras, la compagnia petrolifera brasiliana di Stato, che opera nel settore finanziario internazionale.

Le bond Petrobras Global Finance BV (ISIN: US71647NAY58, CUSIP: 71647NAY5), emesso in Brasile, con scadenza 26/01/2028, quota attualmente al 99.062% del valore nominale in USD, offrendo un rendimento del 5.999%, ha una dimensione totale di 5.400.614.000 USD, un taglio minimo di 2.000 USD, pagamenti semestrali, e rating S&P BB e Moody's Ba1.







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424B3 1 d550633d424b3.htm 424B3
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration Statement Nos. 333-226375 and 333-226375-01

PROSPECTUS

Petrobras Global Finance B.V.
Offers to Exchange
U.S.$3,759,866,000 aggregate principal amount of 5.299% Global Notes Due 2025
U.S.$5,836,134,000 aggregate principal amount of 5.999% Global Notes Due 2028
Unconditionally guaranteed by
Petróleo Brasileiro S.A. -- Petrobras
(Brazilian Petroleum Corporation-- Petrobras)
Terms of the exchange offers:

·
We are offering to exchange securities that we sold in private offerings, or the "Old Securities," for an equal principal amount of

new registered securities, or the "New Securities."

·
The exchange offers commence on August 17, 2018 and expire at 5:00 p.m., New York City time, on September 20, 2018, unless

we extend them.


·
You may withdraw a tender of Old Securities at any time prior to the expiration of the exchange offers.


·
Subject to the conditions described herein, all Old Securities that are validly tendered and not validly withdrawn will be exchanged.

·
The exchange of Old Securities should not be a taxable exchange for United States federal income tax purposes. See "Taxation--

United States Federal Income Taxation." For a discussion of certain Dutch and Brazilian tax considerations, see "Taxation--Dutch
Tax Considerations" and "Taxation--Brazilian Tax Considerations," respectively.

·
We will not receive any proceeds from the exchange offers. The Old Securities surrendered and exchanged for New Securities will

be retired and canceled. Accordingly, the issuance of the New Securities will not result in any increase in our outstanding
indebtedness.

·
The terms of the New Securities to be issued are identical to the Old Securities issued by Petrobras Global Finance B.V., except for

terms with respect to additional interest payments, registration rights and legends reflecting transfer restrictions.


·
The New Securities will be unconditionally and irrevocably guaranteed by Petróleo Brasileiro S.A. -- Petrobras.
The New Securities are expected to be listed on the Official List of the Luxembourg Stock Exchange and to trade on the EuroMTF Market
of such exchange. Application will be made to the Luxembourg Stock Exchange for listing of the New Securities. We also intend to apply to have
the New Securities approved for listing on the New York Stock Exchange, or the "NYSE."
Table of Contents
Each broker-dealer participating in the exchange offers must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of the New Securities received in exchange for Old Securities that were acquired as a result of market-making activities
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or other trading activities. By acknowledging this obligation and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time
to time, in connection with resales of New Securities received in exchange for Old Securities where the broker-dealer acquired the Old Securities
as a result of market-making activities or other trading activities. We have agreed to make this prospectus available to any broker-dealer for up to
180 days after the registration statement is declared effective (subject to extension under certain circumstances) for use in connection with any
such resale. See "Plan of Distribution."
We are not making an offer to exchange securities in any jurisdiction where the offer is not permitted.
Investing in the New Securities issued in the exchange offers involves certain risks. See "Risk Factors" beginning on page 13.
Neither the U.S. Securities and Exchange Commission, or the "SEC," nor any state securities commission in the United States of
America, or the "United States," has approved or disapproved the securities to be distributed in the exchange offers, nor have they
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
August 17, 2018
Table of Contents
TABLE OF CONTENTS



Page
About this Prospectus


ii
Forward-Looking Statements

iii
Incorporation of Certain Documents by Reference


v
Where You Can Find More Information

vi
Electronic Delivery of Documents

vi
Prospectus Summary


1
Summary of the Exchange Offers


3
Summary of the Terms of the New Securities


8
Risk Factors

13
Use of Proceeds

16
Ratio of Earnings to Fixed Charges

17
Ratio of Earnings to Fixed Charges and Preferred Dividends

18
Selected Financial and Operating Information

19
Capitalization

21
The Exchange Offers

22
Description of the New Securities

32
Description of the Guaranties

46
Book Entry; Delivery and Form

53
Taxation

56
Plan of Distribution

65
Difficulties of Enforcing Civil Liabilities Against Non U.S. Persons

66
Validity of Securities

68
Experts

69
Listing and General Information

70
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ABOUT THIS PROSPECTUS
In this prospectus, 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.
We are responsible for the information contained and incorporated by reference in this prospectus. 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 of the New Securities in any jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus or any document incorporated by reference is accurate as of any date other
than the date of the relevant document.
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.

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FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this prospectus are forward-looking statements 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 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;


?
the impact, including cost, of acquisitions and divestments; and


?
the proposed settlement of pending litigation.
Our forward-looking statements are not guarantees of future performance and are subject to assumptions that may prove incorrect and to
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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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?
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 and in documents incorporated by reference in this 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. 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.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and certain later
information that we file with the SEC will automatically update and supersede earlier information filed with the SEC or included in this prospectus.
Petrobras is incorporating by reference into this prospectus the following documents that it has filed with the SEC:

1.
The Petrobras Annual Report on Form 20-F for the year ended December 31, 2017 (the "2017 Form 20-F") filed with the SEC on

April 18, 2018.

2.
The Petrobras Reports on Form 6-K furnished to the SEC on August 3, 2018, containing Petrobras's financial statements and
financial information and results in U.S. dollars as of June 30, 2018 and for the six-month periods ended June 30, 2018 and 2017,

prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board,
or "IFRS."

3.
The Petrobras Report on Form 6-K furnished to the SEC on May 17, 2018, regarding Petrobras's oil and natural gas production for

the month of April, 2018.

4.
The Petrobras Report on Form 6-K furnished to the SEC on May 22, 2018, announcing the election of Mr. Rafael Mendes Gomes as

Chief Governance and Compliance Executive Officer of Petrobras.

5.
The Petrobras Reports on Form 6-K furnished to the SEC on May 24, May 28, June 1 and August 7, 2018 relating to the reductions

of the price of diesel.

6.
The Petrobras Report on Form 6-K furnished to the SEC on June 1, 2018, announcing the resignation of Mr. Pedro Parente as Chief

Executive Officer of Petrobras.

7.
The Petrobras Report on Form 6-K furnished to the SEC on June 4, 2018, announcing the election of Mr. Ivan de Souza Monteiro as

Chief Executive Officer of Petrobras.

8.
The Petrobras Report on Form 6-K furnished to the SEC on June 18, 2018, regarding Petrobras's oil and natural gas production for

the month of May 2018.

9.
The Petrobras Report on Form 6-K furnished to the SEC on June 25, 2018, announcing the final approval of the agreement to settle

the class action in the United States.

10.
The Petrobras Report on Form 6-K furnished to the SEC on June 27, 2018, announcing the election of Mr. Rafael Salvador Grisolia

as Chief Financial and Investor Relations Officer of Petrobras.

11.
The Petrobras Report on Form 6-K furnished to the SEC on July 17, 2018, regarding Petrobras's oil and natural gas production for

the month of June, 2018.


12.
The Petrobras Report on Form 6-K furnished to the SEC on August 6, 2018, regarding Petrobras's pre-payment of bank debts.

13.
The Petrobras Report on Form 6-K furnished to the SEC on August 9, 2018, regarding amounts recovered by Petrobras in

connection with Operation Car Wash.

14.
Any future annual reports of Petrobras on Form 20-F filed with, and all reports on Form 6-K that are designated in such reports as

being incorporated by reference into this prospectus furnished to, the SEC after the date of this prospectus and prior to the
termination of the exchange offers.
In addition, all reports and other documents filed by us with the SEC after the date of this registration statement and prior to effectiveness
of the registration statement shall be deemed to be incorporated by reference herein.
We will provide without charge to any person to whom a copy of this prospectus 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 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, Loans and Financing Administration General Manager (telephone: +55 (21) 3224-1510/3224-9947; fax: +55 (21)
3224-1401; e-mail: [email protected]).
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WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC on Form F-4 under the Securities Act relating to the New Securities offered by this
prospectus. This prospectus, which is a part of that registration statement, does not contain all of the information set forth in the registration
statement. For more information with respect to our company and the securities offered by this prospectus, you should refer to the registration
statement and to the exhibits filed with it. Statements contained or incorporated by reference in this prospectus regarding the contents of any
contract or other document are not necessarily complete, and, where the contract or other document is an exhibit to the registration statement or
incorporated or deemed to be incorporated by reference, each of these statements is qualified in all respects by the provisions of the actual contract
or other document.
We are subject to the information requirements of the Exchange Act, applicable to a foreign private issuer, and accordingly file or furnish
reports, including annual reports on Form 20-F, reports on Form 6-K, and other information with the SEC. You may read and copy any materials
filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. Any filings we make electronically will be available to the public over the
Internet at the SEC's web site at http://www.sec.gov. These reports and other information may also be inspected and copied at the offices of the
New York Stock Exchange, 11 Wall St, New York, NY 10005.
ELECTRONIC DELIVERY OF DOCUMENTS
We are delivering copies of this prospectus in electronic form through the facilities of The Depository Trust Company, or "DTC." You
may obtain paper copies of the prospectus by contacting the Luxembourg listing agent at its address specified on the inside back cover of this
prospectus. By participating in the exchange offers, you will be consenting to electronic delivery of these documents.


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PROSPECTUS SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated by reference, in this prospectus. This
summary is not complete and does not contain all of the information you should consider before participating in the exchange offers. You
should read carefully the entire 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."
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 2, 2012. PGF is an indirect subsidiary of Petrobras, and all of PGF's shares are held by Petrobras's Dutch
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.
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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, 2017 and 2016,
Petrobras had sales revenues of U.S.$88.8 billion and U.S.$81.4 billion, gross profit of U.S.$28.7 billion and U.S.$26.0 billion, and net loss
attributable to shareholders of Petrobras of U.S.$91.0 million and U.S.$4.8 billion, respectively. In 2017, Petrobras's average domestic daily
oil production was 2.15 mmbbl/d, which represented 82% of Brazil's total oil production (based on production data issued by the National
Petroleum, Natural Gas and Biofuels Agency). Petrobras engages in a broad range of activities, which cover the following segments of its
operations:

?
Exploration and Production: this segment covers the activities of exploration, development and production of crude oil, LNG
(liquefied natural gas) and natural gas in Brazil and abroad, for the primary purpose of supplying our domestic refineries and

selling surplus crude oil and oil products produced in the 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 segment covers the activities of refining, logistics, transport and trading of crude

oil and oil products in Brazil and abroad, exports of ethanol, extraction and processing of shale, as well as holding interests in
petrochemical companies in Brazil;

?
Gas and Power: this segment covers the activities of transportation and trading of natural gas produced in Brazil and abroad,
imported natural gas, transportation and trading of LNG, generation and trading of electricity, as well as holding interests in

transporters and distributors of natural gas and in thermoelectric power plants in Brazil, in addition to being responsible for the
fertilizer business;

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?
Distribution: this segment covers the activities of Petrobras Distribuidora S.A., which sells oil products, ethanol and vehicle

natural gas in Brazil. This segment also includes distribution of oil products operations abroad (South America); and

?
Biofuel: this business segment covers the activities of 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 Notes 4.2. and 29
to our audited consolidated financial statements included in the 2017 Form 20-F incorporated by reference herein.
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 a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this prospectus.

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SUMMARY OF THE EXCHANGE OFFERS
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Old Securities
On September 27, 2017, PGF issued (i) U.S.$3,759,866,000 aggregate principal amount of
its 5.299% Global Notes due 2025, or the "2025 Old Notes," and (ii) U.S.$5,836,134,000
aggregate principal amount of its 5.999% Global Notes due 2028, or the "2028 Old Notes"

and, together with the 2025 Old Notes, the "Old Securities."
The 2025 Old Notes and the 2028 Old Notes are unconditionally and irrevocably guaranteed

by Petrobras.
The 2025 Old Notes and the 2028 Old Notes are unregistered and were issued by PGF as

follows:
· ?U.S.$1,000,000,000 principal amount of 2025 Old Notes and U.S.$1,000,000,000
principal amount of 2028 Old Notes were issued by PGF in private placements to
certain initial purchasers, who resold such 2025 Old Notes and 2028 Old Notes in
offshore transactions and to qualified institutional buyers in transactions exempt

from the registration requirements of the Securities Act, and
· ?U.S.$2,759,866,000 principal amount of 2025 Old Notes and U.S.$4,836,134,000
principal amount of 2028 Old Notes were issued by PGF as consideration in a
private exchange offer conducted in reliance upon exemptions from the

registration requirements of the Securities Act.
New Securities
We are offering new, registered 5.299% Global Notes due 2025, or the "2025 New Notes"
in exchange for the 2025 Old Notes, and new, registered 5.999% Global Notes due 2028, or
the "2028 New Notes" and, together with the 2025 New Notes, the "New Securities," in

exchange for the 2028 Old Notes.

The New Securities will be unconditionally and irrevocably guaranteed by Petrobras.
Registration Rights Agreements
When PGF issued the two series of Old Securities, PGF and Petrobras entered into an
exchange and registration rights agreement with the initial purchasers named therein, in
which they agreed to use their commercially reasonable efforts to complete exchange offers

of those Old Securities on or prior to a particular date.

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The Exchange Offers
Under the terms of the exchange offers, holders of each series of Old Securities are entitled
to exchange Old Securities for an equal principal amount of New Securities with
substantially identical terms, except for terms with respect to additional interest payments,

registration rights and legends reflecting transfer restrictions.
The series of New Securities that PGF will issue in exchange for Old Securities will

correspond to the series of Old Securities tendered as follows:

CUSIP / ISIN
CUSIP / ISIN


New Securities

Old Securities
Restricted Global Note Regulation S Global Note
2025 New Notes
2025 Old Notes
71647N AT6 /
N6945A AJ6 /



US71647NAT63
USN6945AAJ62
2028 New Notes
2028 Old Notes
71647N AW9 /
N6945A AK3 /



US71647NAW92
USN6945AAK36

You should read the discussion under the heading "Description of the New Securities" for
further information about the New Securities and the discussion under the heading "The
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Exchange Offers" for more information about the exchange process.
Minimum Denomination
The Old Securities may be tendered only in a principal amount of U.S.$2,000 and integral

multiples of U.S.$1,000 in excess thereof.
Principal Amount Outstanding

As of the date of this prospectus, the following amounts of each series are outstanding:

· ?U.S.$3,759,866,000 aggregate principal amount of 2025 Old Notes; and

· ?U.S.$5,836,134,000 aggregate principal amount of 2028 Old Notes.

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Resale of New Securities
Based on an interpretation by the SEC staff set forth in no-action letters issued to third
parties, we believe that you may offer the New Securities issued in the exchange offers for
resale, resell them or otherwise transfer them without compliance with the registration and

prospectus delivery provisions of the Securities Act, as long as:
· ?you are not a broker-dealer who purchased the Old Securities directly from us for
resale pursuant to Rule 144A under the Securities Act or any other available

exemption under the Securities Act;
· ?you are not an "affiliate" of PGF or of Petrobras, as that term is defined in Rule 405

of the Securities Act; and
· ?you are acquiring the New Securities in the ordinary course of your business, you are
not participating in, and do not intend to participate in, a distribution of the New
Securities and you have no arrangement or understanding with any person to

participate in a distribution of the New Securities.
If any statement above is not true and you transfer any New Security without delivering a
prospectus meeting the requirements of the Securities Act or without an exemption from the
registration requirements of the Securities Act, you may incur liability under the Securities

Act. We do not assume responsibility for or indemnify you against this liability.
If you are a broker-dealer and receive New Securities for your own account in exchange for
Old Securities that you acquired as a result of market making or other trading activities, you
must acknowledge that you will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of the New Securities. We will make this
prospectus available to broker-dealers for use in resales for 180 days after the expiration

date of the exchange offers.
Consequences of Failure to Exchange Old
If you do not exchange your Old Securities for New Securities, you will continue to hold
Securities
your Old Securities. You will no longer be able to require that we register the Old Securities
under the Securities Act. In addition, you will not be able to offer or sell the Old Securities

unless:

· ?they are registered under the Securities Act; or
· ?you offer or sell them under an exemption from the requirements of, or in a

transaction not subject to, the Securities Act.
Expiration Date
The exchange offers will expire at 5:00 p.m., New York City time, on September 20, 2018,
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unless we decide to extend the expiration date.


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Conditions to the Exchange Offers
We may terminate the exchange offers and refuse to accept any Old Securities for exchange

if:
· ?there has been a change in applicable law or the SEC staff's interpretation of applicable
law, and the exchange offers are not permitted under applicable law or applicable SEC

staff interpretations of law; or
· ?there is a stop order in effect or threatened with respect to the exchange offers or the

indenture governing those securities.
We have not made the exchange offers contingent on holders tendering any minimum

principal amount of Old Securities for exchange.
Certain Deemed Representations,
If you participate in the exchange offers, you will be deemed to have made certain
Warranties and Undertakings
acknowledgments, representations, warranties and undertakings. See "The Exchange Offers

--Holders' Deemed Representations, Warranties and Undertakings."
Procedure for Tendering Old Securities
If you wish to participate in the exchange offers, you must deliver electronically your
acceptance together with your Old Securities through DTC's Automated Tender Offer

Program, or "ATOP," system.
If you are not a direct participant in DTC, you must, in accordance with the rules of the
DTC participant who holds your securities, arrange for a direct participant in DTC to submit

your acceptance to DTC electronically
Withdrawal Rights
You may withdraw the tender of your Old Securities at any time prior to 5:00 p.m., New
York City time, on the expiration date, unless we have already accepted your Old Securities.
To withdraw, you must send a written notice of withdrawal to the exchange agent through
the electronic submission of a message in accordance with the procedures of DTC's ATOP
system by 5:00 p.m., New York City time, on the scheduled expiration date. We may extend

the expiration date without extending withdrawal rights.
If you are not a direct participant in DTC, you must, in accordance with the rules of the
DTC participant who holds your securities, arrange for a direct participant in DTC to submit
your written notice of withdrawal to DTC electronically by 5:00 p.m., New York City time,

on the expiration date.
Acceptance of Old Securities and
If all of the conditions to the exchange offers are satisfied or waived, we will accept any and
Delivery of New Securities
all Old Securities that are properly tendered in the exchange offers prior to 5:00 p.m., New
York City time, on the expiration date. We will deliver the New Securities promptly after

the expiration of the exchange offers.

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