Obligation Petrobas 3.25% ( XS0835886598 ) en EUR

Petrobas

100 % ▼

Bresil

XS0835886598 ( en EUR )

3.25% par an ( paiement annuel )

01/04/2019 - Obligation échue

Prospectus brochure de l'obligation Petrobras XS0835886598 en EUR 3.25%, échue

100 000 EUR

1 300 000 000 EUR

Petrobras est une compagnie pétrolière et gazière brésilienne intégrée verticalement, opérant dans l'exploration, la production, le raffinage, la distribution et la vente de produits pétroliers et gaziers.

L'Obligation émise par Petrobas ( Bresil ) , en EUR, avec le code ISIN XS0835886598, paye un coupon de 3.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/04/2019

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 29, 2012)
Petrobras Global Finance B.V.
Unconditionally guaranteed by
Petróleo Brasileiro S.A.--Petrobras
(Brazilian Petroleum Corporation--Petrobras)
1,300,000,000 3.25% Global Notes due 2019
700,000,000 4.25% Global Notes due 2023
£450,000,000 5.375% Global Notes due 2029
The 3.25% Global Notes due 2019 (the "2019 Notes"), the 4.25% Global Notes due 2023 (the "2023 Notes") and the 5.375% Global Notes due 2029 (the "2029 Notes")
(each a "series" and collectively the "notes") are general, unsecured, unsubordinated obligations of Petrobras Global Finance B.V., or "PGF," a wholly-owned subsidiary of
Petróleo Brasileiro S.A.-Petrobras, or "Petrobras." The notes will be unconditionally and irrevocably guaranteed by Petrobras. The 2019 Notes will mature on April 1,
2019, and will bear interest at the rate of 3.25% per annum. Interest on the 2019 Notes is payable on April 1 of each year, beginning on April 1, 2013. The 2023 Notes will
mature on October 2, 2023, and will bear interest at the rate of 4.25% per annum. Interest on the 2023 Notes is payable on October 2 of each year, beginning on October 2,
2013. The 2029 Notes will mature on October 1, 2029, and will bear interest at the rate of 5.375% per annum. Interest on the 2029 Notes is payable on October 1 of each
year, beginning on October 1, 2013.
PGF will pay additional amounts related to the deduction of certain withholding taxes in respect of certain payments on the notes. PGF may redeem, in whole or in part, the
notes at any time by paying the greater of the principal amount of the notes and the applicable "make-whole" amount, plus, in each case, accrued interest. The notes will also
be redeemable without premium prior to maturity at PGF's option solely upon the imposition of certain withholding taxes. See "Description of the Notes--Optional
Redemption--Redemption for Taxation Reasons."
------------------------
PGF has applied to list the notes on the official list of the Luxembourg Stock Exchange and have them admitted to trading on the Euro MTF market of the Luxembourg
Stock Exchange. This prospectus supplement and accompanying prospectus dated August 29, 2012 constitute a prospectus for purposes of Part IV of the Luxembourg law
dated July 10, 2005 on Prospectuses for Securities, as amended.
This document may not be used for or in connection with an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or
solicitation is not authorized or is unlawful. The notes have a denomination of at least 100,000 or the equivalent in pounds sterling and are offered pursuant to a prospectus
exemption as laid down in Article 3, paragraph 2(c) of the EC Prospectus Directive 2003/71/EC, as amended. This document has not been approved by any competent
authority in the European Economic Area for purposes of the Prospectus Directive and has not been prepared in accordance with and is not a prospectus within the meaning
of the EC Prospectus Directive 2003/71/EC, as amended, and the EC Prospectus Regulation 809/2004, as amended, including EU Prospectus Regulation 486/2012, and the
rules promulgated thereunder.
------------------------
See "Risk Factors" on page S-16 to read about factors you should consider before buying the notes offered in this prospectus supplement and the accompanying
prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
------------------------
Per Note
Total
Initial price to the public(1):
2019 Notes
99.398%
1,292,174,000.00
2023 Notes
98.154%
687,078,000.00
2029 Notes
97.472%
£438,624,000.00
Underwriting discount:
2019 Notes
0.250%
3,250,000.00
2023 Notes
0.300%
2,100,000.00
2029 Notes
0.350%
£1,575,000.00
Proceeds, before expenses, to PGF:
2019 Notes
99.148%
1,288,924,000.00
2023 Notes
97.854%
684,978,000.00
2029 Notes
97.122%
£437,049,000.00
(1) Plus accrued interest from October 1, 2012, if settlement occurs after that date.
------------------------
The underwriters expect to deliver the notes in registered global form only and deposit them with a common depositary for Euroclear Bank S.A./N.V., as operator of the
Euroclear System and Clearstream Banking, société anonyme, on or about October 1, 2012.
Joint Bookrunners
BB Securities Citigroup Deutsche Bank HSBC J.P. Morgan Santander Global Banking & Markets
Co-managers
Mitsubishi UFJ Securities Standard Chartered Bank
September 24, 2012

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
About this Prospectus Supplement ............................................................................................................................ S-1
Forward-Looking Statements .................................................................................................................................... S-3
Incorporation of Certain Documents by Reference ................................................................................................... S-5
Where You Can Find More Information ................................................................................................................... S-7
Summary.................................................................................................................................................................... S-8
Recent Developments .............................................................................................................................................. S-15
Risk Factors ............................................................................................................................................................. S-16
Use of Proceeds ....................................................................................................................................................... S-19
Selected Financial and Operating Information ........................................................................................................ S-20
Capitalization ........................................................................................................................................................... S-22
Description of the Notes .......................................................................................................................................... S-23
Clearance and Settlement ........................................................................................................................................ S-38
Description of the Guaranties .................................................................................................................................. S-42
Plan of Distribution ................................................................................................................................................. S-50
Taxation ................................................................................................................................................................... S-54
Difficulties of Enforcing Civil Liabilities against Non-U.S. Persons ...................................................................... S-61
Legal Matters ........................................................................................................................................................... S-62
Experts ..................................................................................................................................................................... S-63
Listing and General Information.............................................................................................................................. S-64

PROSPECTUS

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

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

S-1

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

S-2

FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this prospectus supplement are forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are not
based on historical facts and are not assurances of future results. Many of the forward-looking statements contained,
or incorporated by reference, in this prospectus supplement may be identified by the use of forward-looking words,
such as "believe," "expect," "anticipate," "should," "planned," "estimate" and "potential," among others. We have
made forward-looking statements that address, among other things:
· our marketing and expansion strategy;
· our exploration and production activities, including drilling;
· our activities related to refining, import, export, transportation of petroleum, natural gas and oil
products, petrochemicals, power generation, biofuels and other sources of renewable energy;
· our projected and targeted capital expenditures and other costs, commitments and revenues;
· our liquidity and sources of funding;
· our development of additional revenue sources; and
· the impact, including cost, of acquisitions.
Our forward-looking statements are not guarantees of future performance and are subject to assumptions
that may prove incorrect and to risks and uncertainties that are difficult to predict. Our actual results could differ
materially from those expressed or forecast in any forward-looking statements as a result of a variety of factors.
These factors include, among other things:
· our ability to obtain financing;
· general economic and business conditions, including crude oil and other commodity prices, refining
margins and prevailing exchange rates;
· global economic conditions;
· our ability to find, acquire or gain access to additional reserves and to develop our current reserves
successfully;
· uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil
and gas reserves;
· competition;
· technical difficulties in the operation of our equipment and the provision of our services;
· changes in, or failure to comply with, laws or regulations;
· receipt of governmental approvals and licenses;
· international and Brazilian political, economic and social developments;
· natural disasters, accidents, military operations, acts of sabotage, wars or embargoes;

S-3

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

S-4

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

S-5

(16)
The Petrobras Report on Form 6-K furnished to the SEC on June 22, 2012, announcing the
adjustment in gasoline and diesel prices.
(17)
The Petrobras Reports on Form 6-K furnished to the SEC on August 14, 2012, June 8, 2012, April
12, 2012 and April 9, 2012, announcing new discoveries in the Santos Basin.
(18)
The Petrobras Reports on Form 6-K furnished to the SEC on May 28, 2012 and April 27, 2012,
announcing payments of interest on capital.
(19)
The Petrobras Reports on Form 6-K furnished to the SEC on May 15, 2012 and April 27, 2012,
announcing the resignation and nominations of certain directors.
(20)
The Petrobras Report on Form 6-K furnished to the SEC on May 14, 2012, announcing payment
of dividends.
(21)
The Petrobras Report on Form 6-K furnished to the SEC on May 7, 2012, announcing the signing
of an agreement for the conversion of platform hulls in the Santos Basin.
(22)
The Petrobras Report on Form 6-K furnished to the SEC on April 4, 2012, containing the minutes
of the ordinary and extraordinary general meeting held on March 19, 2012, including the new by-laws of Petrobras.
(23)
Any future filings of Petrobras on Form 20-F made with the SEC after the date of this prospectus
supplement and prior to the completion of the offering of the securities offered by this prospectus supplement, and
any future reports of Petrobras on Form 6-K furnished to the SEC during that period that are identified in those
forms as being incorporated 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' Investor
Relations Department located at Avenida República do Chile, 65 -- 10th Floor, 20031-912--Rio de Janeiro, RJ,
Brazil (telephones: 55-21-3224-1510 or 55-21-3224-9947).

S-6

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 -- 10th Floor
20031-912 -- Rio de Janeiro -- RJ, Brazil
Telephone: (55-21) 3224-1510/3224-9947
Email: [email protected]
In addition, you may review copies of the materials Petrobras files with or furnishes to the SEC without
charge, and copies of all or any portion of such materials can be obtained at the Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Petrobras also files materials with the SEC electronically. The SEC maintains an Internet site that
contains materials that Petrobras files electronically with the SEC. The address of the SEC's website is
http://www.sec.gov.

S-7

Document Outline

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