Obligation PetroGlobal Finance BV 5.093% ( USN6945AAL19 ) en USD

PetroGlobal Finance BV

100 % ▲

Bresil

USN6945AAL19 ( en USD )

5.093% par an ( paiement semestriel )

14/01/2030

Prospectus brochure de l'obligation Petrobras Global Finance BV USN6945AAL19 en USD 5.093%, échéance 14/01/2030

2 000 USD

4 115 281 000 USD

N6945AAL1

BB- ( Spéculatif )

Ba2 ( Spéculatif )

15/07/2026 ( Dans 105 jours )

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

L'Obligation émise par PetroGlobal Finance BV ( Bresil ) , en USD, avec le code ISIN USN6945AAL19, paye un coupon de 5.093% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2030

L'Obligation émise par PetroGlobal Finance BV ( Bresil ) , en USD, avec le code ISIN USN6945AAL19, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par PetroGlobal Finance BV ( Bresil ) , en USD, avec le code ISIN USN6945AAL19, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

LUXEMBOURG LISTING MEMORANDUM

PETROBRAS GLOBAL FINANCE B.V.
Unconditionally guaranteed by
PETRÓLEO BRASILEIRO S.A. PETROBRAS
(Brazilian Petroleum Corporation Petrobras)
U.S.$4,115,281,000 5.093% Global Notes Due 2030
On September 18, 2019, Petrobras Global Finance B.V., or "PGF," a wholly-owned subsidiary of Petróleo Brasileiro S.A. Petrobras, or "Petrobras," issued
U.S.$4,114,281,000 aggregate principal amount of its 5.093% Global Notes due 2030, the "Notes," as consideration in private exchange offers, or the "Exchange Offers,"
conducted in reliance upon exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, or the "Securities Act."
This Listing Memorandum relates to the Notes so issued.
The Notes are general, unsecured, unsubordinated obligations of PGF, and are unconditionally and irrevocably guaranteed by Petrobras. The Notes will mature on January
15, 2030 and bear interest at the rate of 5.093% per annum. Interest on the Notes is payable on January 15 and July 15 of each year, beginning on January 15, 2020.
PGF has paid and 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."
The Notes were offered pursuant to an exemption from the requirement to publish a prospectus under Regulation (EU) 2017/1129 (as amended and supplemented from time
to time, the "Prospectus Regulation"), of the European Union, and this Listing Memorandum has not been approved by a competent authority within the meaning of the
Prospectus Regulation. The Notes were 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.
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This Listing Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019. PGF has applied to
have the Notes listed on the Official List of the Luxembourg Stock Exchange and to trading on the Euro Multilateral Trading Facility ("EuroMTF") Market of the Luxembourg
Stock Exchange.
------------------------
See "Risk Factors" beginning on page 16 to read about factors you should consider before investing in the Notes.
The Notes have not been registered under the Securities Act, or the securities laws of any state or any other jurisdiction and may not be offered or sold in the United States
or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act, or "Regulation S"), except in transactions exempt from, or not subject to,
the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under
the Securities Act, or "Rule 144A," and outside the United States to non-U.S. persons in reliance on Regulation S. Prospective purchasers that are qualified institutional buyers
are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description
of certain restrictions on transfer of the Notes, see "Transfer Restrictions." We have agreed, subject to certain conditions, to offer to exchange the Notes for substantially identical
notes registered under the Securities Act. See "Registration Rights."

Neither the U.S. Securities and Exchange Commission, or the "SEC," nor any state securities commission has approved or disapproved of these securities or
determined if this listing memorandum is truthful or complete. Any representation to the contrary is a criminal offense.
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The date of this Listing Memorandum is November 6, 2019

TABLE OF CONTENTS
Page
ABOUT THIS LISTING MEMORANDUM ................................................................................................................ 2
FORWARD-LOOKING STATEMENTS ..................................................................................................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ...................................................................... 5
WHERE YOU CAN FIND MORE INFORMATION .................................................................................................. 7
SUMMARY .................................................................................................................................................................. 8
THE NOTES ............................................................................................................................................................... 10
RISK FACTORS ......................................................................................................................................................... 16
USE OF PROCEEDS .................................................................................................................................................. 19
SELECTED FINANCIAL AND OPERATING INFORMATION ............................................................................. 20
DESCRIPTION OF THE NOTES ............................................................................................................................... 22
DESCRIPTION OF THE GUARANTY ..................................................................................................................... 35
REGISTRATION RIGHTS ......................................................................................................................................... 42
CLEARANCE AND SETTLEMENT ......................................................................................................................... 44
TRANSFER RESTRICTIONS .................................................................................................................................... 48
TAXATION ................................................................................................................................................................ 51
NOTICE TO CERTAIN NON-U.S. HOLDERS ......................................................................................................... 58
DIFFICULTIES OF ENFORCING CIVIL LIABILITIES AGAINST NON-U.S. PERSONS ................................... 60
LEGAL MATTERS .................................................................................................................................................... 62
EXPERTS .................................................................................................................................................................... 63
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ........................................................................... 64
LISTING AND GENERAL INFORMATION ............................................................................................................ 65

We are responsible for the information contained and incorporated by reference in this Listing
Memorandum. PGF and Petrobras have not authorized anyone to provide any information other than that
contained in or incorporated by reference in this Listing Memorandum. We take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may give you. You should
not assume that the information contained in this Listing Memorandum or in any document incorporated by
reference in this Listing Memorandum is accurate as of any date other than the date of the relevant document.
Our business, financial condition, results of operations and prospects may have changed since those dates.

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ABOUT THIS LISTING MEMORANDUM
In this Listing Memorandum, 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.
This Listing Memorandum has been prepared by us solely for use in connection with the listing of the
securities described in this Listing Memorandum. You are authorized to use this Listing Memorandum solely for the
purpose of considering an investment in the Notes.
In making an investment decision, prospective investors must rely on their own examination of PGF and
Petrobras and the terms of the Notes, including the merits and risks involved. Prospective investors should not
construe anything in this Listing Memorandum as legal, business or tax advice. Each prospective investor should
consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted
to purchase the securities under applicable legal investment or similar laws or regulations.
We have furnished the information in this Listing Memorandum. This Listing Memorandum contains
summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents
for complete information. All such summaries are qualified in their entirety by such reference. Copies of
documents referred to herein will be made available to prospective investors upon request to us.
The distribution of this Listing Memorandum and the offering and sale of the Notes in certain jurisdictions
may be restricted by law. We require persons into whose possession this Listing Memorandum comes to inform
themselves about and to observe any such restrictions. This Listing Memorandum does not constitute an offer of, or
an invitation to purchase, any of the Notes in any jurisdiction in which such offer or sale would be unlawful.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act, and the applicable state securities laws pursuant to registration or
exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. See "Plan of Distribution" and "Transfer
Restrictions."
The Notes may not be offered or sold to any person in the United Kingdom, other than to persons whose
ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for
the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United Kingdom.
NOTICE TO RESIDENTS OF EUROPEAN ECONOMIC AREA
THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE IN
THE EUROPEAN ECONOMIC AREA TO ANY RETAIL INVESTOR (AS DEFINED IN REGULATION
(EU) NO. 1286/2014 (THE "PRIIPS REGULATION"). CONSEQUENTLY NO KEY INFORMATION
DOCUMENT REQUIRED BY THE PRIIPS REGULATION FOR OFFERING OR SELLING THE NOTES
OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EUROPEAN
ECONOMIC AREA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES
OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE
UNLAWFUL UNDER THE PRIIPS REGULATION.
________________________

2

FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this Listing Memorandum constitutes
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 Listing Memorandum 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;
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;
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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 in the Petrobras Annual Report on Form 20-F for the year ended December 31,
2018 (the "2018 Form 20-F") under "Risk Factors."
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 Listing Memorandum. 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.

4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which include information with respect to recent developments for Petrobars and
PGF, have been filed or furnished by Petrobras with or to the SEC under the Exchange Act and are incorporated
herein by reference:
(1)
The 2018 Form 20-F, filed with the SEC on April 1, 2019.
(2)
The Petrobras Report on Form 6-K furnished to the SEC on August 5, 2019, containing Petrobras's
unaudited consolidated interim financial statements in U.S. dollars as of June 30, 2019, and for the
three and six month periods ended June 30, 2019 and 2018, prepared in accordance with
International Financial Reporting Standards ("IFRS"), as issued by the International Accounting
Standards Board ("IASB").
(3)
The Petrobras Report on Form 6-K furnished to the SEC on August 6, 2019, relating to Petrobras's
LPG pricing policy.
(4)
The Petrobras Report on Form 6-K furnished to the SEC on August 8, 2019, relating to Petrobras's
2019 oil hedging position.
(5)
The Petrobras Report on Form 6-K furnished to the SEC on August 13, 2019, relating to the debt
pre-payment with Petros.
(6)
The Petrobras Report on Form 6-K furnished to the SEC on August 13, 2019, relating to the
environmental licensing of the Complexo Petroquímico do Rio de Janeiro.
(7)
The Petrobras Report on Form 6-K furnished to the SEC on August 15, 2019, relating to the debt
pre-payment with China Development Bank.
(8)
The Petrobras Report on Form 6-K furnished to the SEC on August 19, 2019, relating to Petrobras's
debentures public offering.
(9)
The Petrobras Report on Form 6-K furnished to the SEC on August 20, 2019, containing a
discussion of Petrobras's financial information and results in U.S. dollars as of June 30, 2019, and
for the six-month periods ended June 30, 2019 and 2018.
(10) The Petrobras Report on Form 6-K furnished to the SEC on August 21, 2019, relating to CARF's
favorable decision regarding the collection of CIDE Import tax on charter contracts.
(11) The Petrobras Report on Form 6-K furnished to the SEC on August 29, 2019, announcing the
election of a new Chief Governance and Compliance Executive Officer.
(12) The Petrobras Report on Form 6-K furnished to the SEC on August 29, 2019, relating to CARF's
favorable decision related to the approval of PIS and Cofins credits.
(13) The Petrobras Report on Form 6-K furnished to the SEC on September 4, 2019, relating to the oil
and gas production in August.
(14) The Petrobras Report on Form 6-K furnished to the SEC on September 4, 2019, relating to the
suspension of the public offering of Petrobras debentures.
(15) The Petrobras Report on Form 6-K furnished to the SEC on September 9, 2019, relating to the final
decision affirming the consolidated class action settlement agreement.
5

Any statement contained in a document incorporated by reference into this Listing Memorandum, or
contained in this Listing Memorandum, shall be considered to be modified or superseded to the extent that a
statement contained in this Listing Memorandum or in a subsequently filed document that is also incorporated by
reference into this Listing Memorandum modifies or supersedes such statement. Any statement so modified or
superseded in this manner does not, except as so modified or superseded, constitute a part of this Listing
Memorandum.
We will provide without charge to each person to whom this Listing Memorandum is delivered, upon the
request of such person, a copy of any or all of the documents incorporated herein by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for
such documents should be directed to the Depositary and Information Agent at its address set forth on the back
cover of this Listing Memorandum.

6

WHERE YOU CAN FIND MORE INFORMATION
Documents incorporated by reference in this Listing Memorandum, including PGF's 2018 and 2017 financial
statements and its 2017 and 2016 financial statements are available without charge. Each person to whom this Listing
Memorandum is 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 -- 10th Floor
20031-912 -- Rio de Janeiro -- RJ, Brazil
Telephone: +55 (21) 3224-0792
Fax: +55 (21) 3224-1401
E-mail: [email protected]
Petrobras is subject to the informational requirements of the Exchange Act and accordingly files reports
and other information with the SEC. Reports and other information filed by Petrobras with the SEC are available to
the public on the SEC's website at www.sec.gov. You may also inspect Petrobras's reports and other information at
the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005. For further information
on obtaining copies of Petrobras's public filings at the New York Stock Exchange, you should call +1 (212) 656-
5060.
Information will also be available at the office of the Luxembourg paying agent.

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SUMMARY
This summary highlights selected information appearing elsewhere, or incorporated by reference, in this
Listing Memorandum and is, therefore, qualified in its entirety by the more detailed information appearing
elsewhere, or incorporated by reference, in this Listing Memorandum. It may not contain all the information that is
important to you. We urge you to read carefully this entire Listing Memorandum and the other documents to which
it refers to understand fully the terms of the Notes. You should pay special attention to "Risk Factors" and
"Forward-Looking Statements."
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.
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, 2018 and 2017, Petrobras had sales revenues of U.S.$95.6 billion and U.S.$88.8 billion, respectively,
gross profit of U.S.$34.1 billion and U.S.$28.7 billion, respectively, and net income (loss) attributable to shareholders of
Petrobras of U.S.$7.2 billion and U.S.$(91.0) million, respectively. In 2018, Petrobras's average domestic daily oil
production was 2,035 mmbbl/d. 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, NGL (natural gas liquid) and natural gas in Brazil and abroad, for the primary purpose of
supplying our domestic refineries. This segment also operates through partnerships with other companies
and includes holding interests in foreign entities operating in this segment;
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, petrochemical operations,
such as extraction and processing of shale as well as holding interests in petrochemical companies in Brazil;
Gas and Power: this segment covers the activities of logistics and trading of natural gas and electricity,
transportation and trading of LNG (liquefied natural gas), generation of electricity by means of
thermoelectric power plants, as well as holding interests in transporters and distributors of natural gas in
Brazil and abroad. It also includes fertilizer operations;
Distribution: this segment covers the activities of Petrobras Distribuidora S.A., which sells oil products,
including gasoline and diesel, ethanol and vehicle natural gas in Brazil. This segment also includes
distribution of oil products operations abroad (South America). Following the sale by Petrobras of its
common shares in Petrobras Distribuidora S.A. in July 2019, Petrobras owns a 37.5% interest in Petrobras
Distribuidora S.A.; and

8

Biofuel: this segment covers the activities of production of biodiesel and its co-products, as well as ethanol-
related activities through interest in entities producing and trading ethanol, sugar and surplus electric power
generated from sugarcane bagasse.
Additionally, we have a Corporate segment that has activities that are not attributed to the other 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. For further information regarding our business segments, see Notes 4.2 and 30 to our audited
consolidated financial statements for the year ended December 31, 2018, incorporated herein by reference to the
2018 Form 20-F.
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 Listing Memorandum.

9