Obbligazione PetroGlobal Finance BV 6.75% ( US71647NBG34 ) in USD

PetroGlobal Finance BV

99.75 USD ▲

Brasile

US71647NBG34 ( in USD )

6.75% per anno ( pagato 2 volte l'anno)

03/06/2050

Prospetto opuscolo dell'obbligazione Petrobras Global Finance BV US71647NBG34 en USD 6.75%, scadenza 03/06/2050

2 000 USD

1 750 000 000 USD

71647NBG3

BB ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

03/06/2026 ( In 63 giorni )

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

Questa obbligazione societaria, identificata dai codici ISIN US71647NBG34 e CUSIP 71647NBG3, è stata emessa da Petrobras Global Finance BV, il veicolo finanziario di Petróleo Brasileiro S.A. (Petrobras), il gigante petrolifero statale con sede in Brasile, per un importo totale di 1.750.000.000 USD, offrendo un tasso d'interesse del 6.75% con pagamenti semestrali, e giunge a scadenza il 3 giugno 2050; il titolo è attualmente negoziato sul mercato al 99.75% del suo valore nominale, con un taglio minimo di acquisto di 2.000 USD, e detiene rating di credito di BB da Standard & Poor's e Ba1 da Moody's.

Final Prospectus Supplement
424B2 1 d934052d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-229096 and 333-229096-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 1, 2019)
Petrobras Global Finance B.V.
Unconditionally guaranteed by
Petróleo Brasileiro S.A. -- Petrobras
(Brazilian Petroleum Corporation -- Petrobras)

U.S.$1,500,000,000 5.600% Global Notes due 2031
U.S.$1,750,000,000 6.750% Global Notes due 2050
The 5.600% Global Notes due 2031 (the "2031 Notes") and the 6.750% Global Notes due 2050 (the "2050 Notes" and, together with the 2031
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 2031 Notes will mature on January 3, 2031 and will bear interest at the rate of 5.600% per annum. The 2050 Notes
will mature on June 3, 2050 and will bear interest at the rate of 6.750% per annum. Interest on the 2031 Notes is payable on January 3 and July 3 of
each year, beginning on January 3, 2021. Interest on the 2050 Notes is payable on June 3 and December 3 of each year, beginning on December 3,
2020.
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 or from time to time prior to October 3, 2030 (the date that is three months prior the scheduled
maturity of the 2031 Notes) and December 3, 2049 (the date that is six months prior the scheduled maturity of the 2050 Notes), as applicable, by
paying the greater of the principal amount of the Notes to be redeemed and the applicable "make-whole" amount, plus, in each case, accrued and
unpaid interest. Beginning on October 3, 2030 with respect to the 2031 Notes and December 3, 2049 with respect to the 2050 Notes, as applicable,
PGF may redeem, in whole or in part, the Notes at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest. The Notes will also be redeemable in whole without premium prior to maturity at PGF's option upon the imposition of certain
withholding taxes. See "Description of the Notes--Optional Redemption."
This prospectus supplement has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area or in the
United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or superseded) from the requirement to
publish a prospectus for offers of the Notes. The Notes are not intended to be offered, sold, or otherwise made available to and should not be
offered, sold, or otherwise made available to any retail investor in the European Economic Area or the United Kingdom.
In connection with the offering, the underwriters are not acting for anyone other than the issuer. Neither the underwriters nor any of their affiliates
regulated by the Financial Conduct Authority will be responsible to anyone other than the issuer for providing the protections afforded to their
clients nor for providing advice in relation to the offering.

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

See "Risk Factors" beginning on page S-15 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.

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Initial price to the public(1):

Underwriting discount(2):

Proceeds, before expenses, to PGF:

Per Note

Total
Per Note

Total
Per Note

Total

2031 Notes
99.993% U.S.$1,499,895,000.00 0.300% U.S.$4,500,000 99.693% U.S.$1,495,395,000
2050 Notes
98.110% U.S.$1,716,925,000.00 0.300% U.S.$5,250,000 97.810% U.S.$1,711,675,000

(1)
Plus accrued interest from June 3, 2020, if settlement occurs after that date.

(2)
See "Underwriting" beginning on page S-45 of this prospectus supplement for additional information regarding underwriting compensation.

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 June 3, 2020.
Joint Bookrunners

BNP PARIBAS BofA Securities Itaú BBA J.P. Morgan Scotiabank SMBC Nikko
The date of this prospectus supplement is May 27, 2020.

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-5
Summary
S-6
Recent Developments
S-13
Risk Factors
S-15
Use of Proceeds
S-18
Selected Financial and Operating Information
S-19
Capitalization
S-21
Description of the Notes
S-22
Description of the Guaranties
S-35
Clearance and Settlement
S-42
Underwriting
S-45
Taxation
S-54
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons
S-61
Legal Matters
S-62
Independent Registered Public Accounting Firm
S-63
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Table of Contents
PROSPECTUS

Page
About this Prospectus

2
Forward-Looking Statements

3
Petrobras

5
PGF

5
Use of Proceeds

6
The Securities

7
Legal Ownership

8
Description of Debt Securities

11
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

48
Experts

50
Validity of Securities

51
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons

52
Where You Can Find More Information

54
Incorporation of Certain Documents by Reference

55

Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes that 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
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
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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.
Prohibition of sales to EEA and UK retail investors For the purposes of this Prospectus Supplement, all references to Regulations or
Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate. The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in
the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation").
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MiFID II product governance Any distributor subject to MiFID II subsequently offering, selling or recommending the Notes is
responsible for undertaking its own target market assessment in respect of the Notes and determining the appropriate distribution
channels for the purposes of the MiFID II product governance rules under Commission Delegated Directive (EU) 2017/593 ("Delegated
Directive"). Neither the Issuer nor any of the underwriters make any representations or warranties as to a Distributor's compliance with
the Delegated Directive.

S-1
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FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this prospectus supplement 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 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:

·
the outbreak of the COVID-19 pandemic and its impacts on the sanitary, health, political and economic conditions worldwide and

specifically in Brazil;

·
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, 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
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;
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·
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;

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, terrorist acts, acts of sabotage, wars or embargoes;

·
regulatory developments, including regulations related to climate change;

·
the cost and availability of adequate insurance coverage;

·
our ability to successfully implement assets sales under our portfolio management 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; and

·
litigation, such as class actions or enforcement or other proceedings brought by governmental and regulatory agencies.
For additional information on factors that could cause our actual results to differ from expectations reflected in forward-looking statements,
please see "Recent Developments" and "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
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Petrobras is incorporating by reference into this prospectus supplement the following documents that it has filed with the U.S. Securities and
Exchange Commission ("SEC"):

1.
The Petrobras Annual Report on Form 20-F for the year ended December 31, 2019 filed with the SEC on March 23, 2020, as

amended by Amendment No. 1 on Form 20-F/A filed with the SEC on April 21, 2020 (as so amended, the "2019 Form 20-F").

2.
The Petrobras Report on Form 6-K furnished to the SEC on May 15, 2020, containing Petrobras's unaudited consolidated interim
financial statements in U.S. dollars as of March 31, 2020, and for the three-month periods ended March 31, 2020 and 2019, prepared

and presented in accordance with IAS 34 "Interim Financial Reporting" as issued by the International Accounting Standards Board
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(IASB).

3.
The Petrobras Report on Form 6-K furnished to the SEC on March 26, 2020, relating to the dissolution of the position of Corporate

Affairs Office and dismissal of Mr. Eberaldo de Almeida Neto.

4.
The Petrobras Report on Form 6-K furnished to the SEC on May 26, 2020, containing a discussion of Petrobras's financial

information and results in U.S. dollars as of March 31, 2020, and for the three-month periods ended March 31, 2020 and 2019.

5.
The Petrobras Report on Form 6-K furnished to the SEC on April 1, 2020, relating to the resignation of Ms. Ana Lúcia Poças

Zambelli from Petrobras' Board of Directors.

6.
The Petrobras Report on Form 6-K furnished to the SEC on April 2, 2020, relating to arbitration proceedings involving Sete Brasil.

7.
The Petrobras Report on Form 6-K furnished to the SEC on April 8, 2020, relating to discoveries in the Campos Basin.

8.
The Petrobras Report on Form 6-K furnished to the SEC on April 9, 2020, relating to the cancellation of dividends.

9.
The Petrobras Report on Form 6-K furnished to the SEC on April 29, 2020, relating to the review of key performance metrics.

10.
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.
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
Petrobras's Investor Relations Department located at Avenida República do Chile, 65 -- 18th Floor, 20031-912--Rio de Janeiro, RJ, Brazil, Attn:
Leandro da Rocha Santos, Institutional Investors Manager at Investor Relations Department (telephone: +55 (21) 3224-0792; fax: +55 (21) 3224-
1401; e-mail: [email protected]).

S-4
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 -- 18th Floor
20031-912 -- Rio de Janeiro -- RJ, Brazil
Attn: Leandro da Rocha Santos, Institutional Investors Manager at Investor Relations Department
Telephone: +55 (21) 3224-0792
Fax: +55 (21) 3224-1401
E-mail: [email protected]
Petrobras is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to
a foreign private issuer, and accordingly files or furnishes reports, including annual reports on Form 20-F, reports on Form 6-K, and other
information with the SEC. Any filings Petrobras makes electronically will be available to the public over the Internet at the SEC's web site at
http://www.sec.gov. The information on this 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 supplement.

S-5
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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 "Recent
Developments" and "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 (besloten vennootschap met beperkte aansprakelijkheid) 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 raise financing to fund
the operations of companies within the Petrobras group, including by issuing debt securities in the international capital markets. 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 guaranty.
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, 2019 and 2018, Petrobras
had sales revenues of U.S.$76,589 million and U.S.$84,638 million, gross profit of U.S.$30,857 million and U.S.$32,454 million, and net
income attributable to shareholders of Petrobras of U.S.$10,151 million and U.S.$7,173 million, respectively. For the three-month periods
ended March 31, 2020 and 2019, Petrobras had sales revenues of U.S.$17,143 million and U.S.$18,803 million, gross profit of
U.S.$7,264 million and U.S.$6,590 million and loss attributable to shareholders of Petrobras of U.S.$9,715 million and net income of
attributable to shareholders U.S.$1,070 million. In 2019, Petrobras's average domestic daily oil production was 2.17 million bbl/d, which
represented 81% of Brazil's total oil production (based on production data issued by the National Petroleum, Natural Gas and Biofuels
Agency). In the three-month period ended March 31, 2020, Petrobras's average domestic daily oil production was 2.32 million bbl/d. As a
result of divestments concluded by Petrobras in 2019, it reassessed its business segments and currently divides its activities into the following
segments of operations:

·
Exploration and Production: this segment covers the activities of exploration, development and production of crude oil, Natural
Gas Liquids ("NGL") and natural gas in Brazil and abroad, for the primary purpose of supplying our domestic refineries. Our

exploration and production segment also operates through partnerships with other companies, including holding interests in
non-Brazilian companies in this segment;

·
Refining, Transportation and Marketing: this segment covers the activities of refining, logistics, transport, marketing and trading

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

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·
Gas and Power: this segment covers the activities of logistics and trading of natural gas and electricity, transportation and trading
of liquefied natural gas ("LNG"), generation of electricity by means of thermoelectric power plants, as well as holding interests in

transportation and distribution companies of natural gas in Brazil and abroad. It also includes natural gas processing and fertilizer
operations.
Additionally, we have a Corporate and Other Business classification that includes activities that are not attributed to the business
segments, notably those related to corporate financial management, corporate overhead and other expenses, provision for the class action
settlement, and actuarial expenses related to the pension and medical benefits for retired employees and their dependents. It also comprises
biofuels and distribution businesses. The biofuels business covers the activities of production of biodiesel and its co-products and ethanol. The
distribution business covers the equity interest in the associate Petrobras Distribuidora S.A. ("BR Distribuidora") and the business for the
distribution of oil products abroad (in Argentina, Bolivia, Colombia and Uruguay). For further information regarding our business segments,
see Notes 12 and 31 to our audited consolidated financial statements included in the 2019 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 supplement.

S-7
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The Offering

Issuer
Petrobras Global Finance B.V., or "PGF."
The 2031 Notes
U.S.$1,500,000,000 aggregate principal amount of 5.600% Global Notes due 2031, or the
"2031 Notes."
The 2050 Notes
U.S.$1,750,000,000 aggregate principal amount of 6.750% Global Notes due 2050, or the
"2050 Notes."
Issue Price
For the 2031 Notes: 99.993% of the aggregate principal amount.

For the 2050 Notes: 98.110% of the aggregate principal amount.

In each case plus accrued interest from June 3, 2020, if settlement occurs after that date.
Closing Date
June 3, 2020.
Maturity Date
For the 2031 Notes: January 3, 2031.
For the 2050 Notes: June 3, 2050.
Interest
For the 2031 Notes: The 2031 Notes will bear interest from June 3, 2020, the date of
issuance of such notes, at the rate of 5.600% per annum, payable semi-annually in arrears
on each interest payment date.

For the 2050 Notes: The 2050 Notes will bear interest from June 3, 2020, the date of
issuance of such notes, at the rate of 6.750% per annum, payable semi-annually in arrears
on each interest payment date.
Interest Payment Dates
For the 2031 Notes: January 3 and July 3 of each year, commencing on January 3, 2021.

For the 2050 Notes: June 3 and December 3 of each year, commencing on December 3,
2020.
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
The Bank of New York Mellon
Agent

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Codes

(a) ISIN
For the 2031 Notes: US71647NBH17
For the 2050 Notes: US71647NBG34
(b) CUSIP
For the 2031 Notes: 71647NBH1
For the 2050 Notes: 71647NBG3
Use of Proceeds
PGF intends to use the net proceeds from the sale of the Notes for general corporate
purposes. See "Use of Proceeds."
Indenture
The Notes offered hereby will be issued pursuant to an indenture between PGF and The
Bank of New York Mellon, a New York banking corporation, as trustee, dated as of
August 28, 2018, as supplemented by the second supplemental indenture in the case of the
2031 Notes and by the third supplemental indenture in the case of the 2050 Notes, each
dated as of the closing date, among PGF, Petrobras and The Bank of New York Mellon, as
trustee (the "indenture"). See "Description of the Notes."

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Guaranties
The Notes will be unconditionally guaranteed by Petrobras under the guaranties. See
"Description of the Guaranties."
Ranking
The Notes constitute general senior unsecured and unsubordinated obligations of PGF that
will at all times rank pari passu among themselves and with all other unsecured
unsubordinated indebtedness issued from time to time by PGF.

The obligations of Petrobras under the guaranties constitute general senior unsecured
obligations of Petrobras that will at all times rank pari passu with all other senior
unsecured obligations of Petrobras that are not, by their terms, expressly subordinated in
right of payment to Petrobras's obligations under the guaranties.
Optional Redemption
PGF may redeem the Notes, in whole or in part, at any time or from time to time prior to
October 3, 2030 (the date that is three months prior the scheduled maturity of the 2031
Notes) and December 3, 2049 (the date that is six months prior the scheduled maturity of
the 2050 Notes), as applicable, by paying the greater of the principal amount of the Notes
to be redeemed and the applicable "make-whole" amount, plus, in each case, accrued and
unpaid interest, as described under "Description of the Notes--Optional Redemption--
Optional Redemption With `Make-Whole' Amount for the Notes."

Beginning on October 3, 2030 with respect to the 2031 Notes and December 3, 2049 with
respect to the 2050 Notes, as applicable, PGF may redeem, in whole or in part, the Notes at
a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest, as described under "Description of the Notes--Optional Redemption
--Optional Redemption at Par."
Early Redemption at PGF's Option Solely for
We have the option, subject to certain conditions, to redeem each series of the Notes in
Tax Reasons
whole at their principal amount, plus accrued and unpaid interest, if any, to the relevant
date of redemption, if and when, as a result of a change in, execution of, or amendment to,
any laws or treaties or the official entry into effect, application or interpretation of any laws
or treaties, we would be required to pay additional amounts related to the deduction of
certain withholding taxes in respect of certain payments on such series of the Notes. For
the avoidance of doubt, we will have the option to so redeem the Notes in the event that
we are required to pay additional amounts in respect of withholding taxes payable as a
result of the entry into effect of the Dutch Withholding Tax Act 2021. See "Description of
Debt Securities--Special Situations--Optional Tax Redemption" in the accompanying
prospectus.
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Final Prospectus Supplement
Covenants

(a) PGF
The terms of the indenture will require PGF, among other things, to:

· ?pay all amounts owed by it under the indenture and the Notes when such amounts are

due;
· ?maintain an office or agent for the purpose of service of process and a paying agent, in

each case in the United States;
· ?ensure that the Notes continue to be senior obligations of PGF;

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· ?use proceeds from the issuance of the Notes for specified purposes; and
· ?replace the trustee upon any resignation or removal of the trustee.

In addition, the terms of the indenture will restrict the ability of PGF and its subsidiaries,
among other things, to:
· ?undertake certain mergers, consolidations or similar transactions; and
· ?create certain liens on its assets or pledge its assets.
PGF's covenants are subject to a number of important qualifications and exceptions. See
"Description of the Notes--Covenants."
(b) Petrobras
The terms of the guaranties will require Petrobras, among other things, to:
· ?pay all amounts owed by it in accordance with the terms of the guaranties and the

indenture;
· ?maintain an office or agent in the United States for the purpose of service of process;
· ?ensure that its obligations under the guaranties will continue to be senior obligations of

Petrobras; and
· ?make available certain financial statements to the trustee.

In addition, the terms of the guaranties will restrict the ability of Petrobras and its
subsidiaries, among other things, to:
· ?undertake certain mergers, consolidations or similar transactions; and
· ?create certain liens on its assets or pledge its assets.
Petrobras's covenants are subject to a number of important qualifications and exceptions.
See "Description of the Guaranties--Covenants."
Events of Default
The following events of default will be events of default with respect to each series of the
Notes:
· ?failure to pay principal on the Notes of such series within seven calendar days of its due

date;
· ?failure to pay interest on the Notes of such series within 30 calendar days of any interest

payment date;
· ?breach by PGF of a covenant or agreement in the indenture for such series of Notes or
by Petrobras of a covenant or agreement in the guaranty for such series of the Notes if

not remedied within 60 calendar days;
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Document Outline

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