Obligation Petrobas 6.625% ( XS0982711474 ) en GBP

Petrobas

97.75 % ▲

Bresil

XS0982711474 ( en GBP )

6.625% par an ( paiement annuel )

15/01/2034

Prospectus brochure de l'obligation Petrobras XS0982711474 en GBP 6.625%, échéance 15/01/2034

16/01/2026 ( Dans 247 jours )

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 GBP, avec le code ISIN XS0982711474, paye un coupon de 6.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/01/2034

Filed pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-183618 and 333-183618-01
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)

1,500,000,000 2.750% Global Notes due 2018
750,000,000 3.750% Global Notes due 2021
800,000,000 4.750% Global Notes due 2025
£600,000,000 6.625% Global Notes due 2034

The 1,500,000,000 2.750% Global Notes due 2018 (the "2018 Notes"), the 750,000,000 3.750% Global Notes due 2021(the "2021 Notes"), the 800,000,000 4.750%
Global Notes due 2025 (the "2025 Notes") and the £600,000,000 6.625% Global Notes due 2034 (the "2034 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 2018 Notes will mature on January 15, 2018, and will bear interest at the
rate of 2.750% per annum. Interest on the 2018 Notes is payable on January 15 of each year, beginning on January 15, 2015. The 2021 Notes will mature on January
14, 2021, and will bear interest at the rate of 3.750% per annum. Interest on the 2021 Notes is payable on January 14 of each year, beginning on January 14, 2015. The
2025 Notes will mature on January 14, 2025, and will bear interest at the rate of 4.750% per annum. Interest on the 2025 Notes is payable on January 14 of each year,
beginning on January 14, 2015. The 2034 Notes will mature on January 16, 2034, and will bear interest at the rate of 6.625% per annum. Interest on the 2034 Notes is
payable on January 16 of each year, beginning on January 16, 2015.
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."
------------------------
Application has been made to list the notes on the official list of the Luxembourg Stock Exchange ("LSE") and to be admitted to trading on the Euro MTF Market of the
LSE. 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. This document has not been approved by any regulatory authority in the European Economic Area and has not been
prepared in accordance with EC Prospectus Directive 2003/71/EC, as amended, and the EC Prospectus Regulation 2012/486/EC.
------------------------
See "Risk Factors" on page S-18 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):

2018 Notes
99.705%
1,495,575.000.00
2021 Notes
99.402%
745,515,000.00
2025 Notes
99.204%
793,632,000.00
2034 Notes
98.845%
£593,070,000.00

Underwriting discount:

2018 Notes
0.250%
3,750,000.00

2021 Notes
0.300%
2,250,000.00
2025 Notes
0.300%
2,400,000.00
2034 Notes
0.350%
£2,100,000.00

Proceeds, before expenses, to PGF:

2018 Notes
99.455%
1,491,825,000.00

2021 Notes
99.102%
743,265,000.00
2025 Notes
98.904%
791,232,000.00
2034 Notes
98.495%
£590,970,000.00

(1) Plus accrued interest from January 14, 2014, if settlement occurs after that date.
------------------------
The notes were delivered in registered global form only and deposited 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 January 14, 2014.

Joint Bookrunners
BB Securities Bradesco BBI BNP PARIBAS Crédit Agricole CIB HSBC J.P. Morgan Mizuho Securities
Co-managers
Bank of China (Hong Kong) Limited Standard Chartered Bank

January 27, 2014

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-9
Summary .................................................................................................................................................................. S-10
Recent Developments .............................................................................................................................................. S-17
Risk Factors ............................................................................................................................................................. S-18
Use of Proceeds ....................................................................................................................................................... S-21
Selected Financial and Operating Information......................................................................................................... S-22
Capitalization ........................................................................................................................................................... S-24
Description of the Notes .......................................................................................................................................... S-25
Clearance and Settlement ......................................................................................................................................... S-41
Description of the Guaranties .................................................................................................................................. S-44
Plan of Distribution .................................................................................................................................................. S-51
Taxation ................................................................................................................................................................... S-58
Difficulties of Enforcing Civil Liabilities against Non-U.S. Persons ...................................................................... S-65
Legal Matters ........................................................................................................................................................... S-66
Independent Registered Public Accounting Firm .................................................................................................... S-67
Listing and General Information .............................................................................................................................. S-68

PROSPECTUS

Page
About This Prospectus ......................................................................................................................................
2
Forward-Looking Statements ............................................................................................................................
3
Petrobras ...........................................................................................................................................................
4
PifCo .................................................................................................................................................................
5
PGF ...................................................................................................................................................................
5
The Securities ...................................................................................................................................................
5
Legal Ownership ...............................................................................................................................................
6
Description of Debt Securities ..........................................................................................................................
8
Description of Mandatory Convertible Securities .............................................................................................
27
Description of Warrants ....................................................................................................................................
28
Description of the Guaranties ...........................................................................................................................
34
Description of American Depositary Receipts ..................................................................................................
35
Form of Securities, Clearing and Settlement ....................................................................................................
42
Plan of Distribution ...........................................................................................................................................
47
Expenses of the Issue ........................................................................................................................................
48
Experts ..............................................................................................................................................................
49
Validity of Securities ........................................................................................................................................
49
Enforceability of Civil Liabilities .....................................................................................................................
49
Where You Can Find More Information ...........................................................................................................
52
Incorporation of Certain Documents by Reference ...........................................................................................
53

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.
In connection with the offering of the notes, J.P. Morgan Securities plc, with respect to the 2018 Notes,
Credit Agricole Corporate and Investment Bank, with respect to the 2021 Notes, J.P. Morgan Securities plc, with
respect to the 2025 Notes and HSBC Bank plc, with respect to the 2034 Notes, the "Stabilizing Manager(s)", (or

S-1

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 Annual Report on Form 20-F for the year ended December 31, 2012, filed with the
SEC on April 29, 2013.
(2)
The Petrobras Report on Form 6-K furnished to the SEC on October 28, 2013, containing financial
information for the nine-month periods ended September 30, 2013 and 2012, prepared in accordance with
International Financial Reporting Standards ("IFRS").
(3)
The Petrobras Reports on Form 6-K furnished to the SEC on the dates indicated below,
concerning other recent developments in our business:
· Report furnished on January 2, 2014 announcing the start of the platform P-55 strategic project in
Campos Basin's Roncador field.
· Report furnished on December 30, 2013 announcing the conclusion of the sale of Petrobras' 35%
stake in the offshore project known as Parque das Conchas (BC-10) for U.S.$1.636 billion.
· Reports furnished on December 19, 2013 announcing the submission to the Agência Nacional de
Petróleo, Gás Natural e Biocombustíveis (National Petroleum, Natural Gas and Biofuels Agency,
or the "ANP") of (i) the declaration of commerciality of the oil discoveries in the Carioca field,
located in the Santos Basin pre-salt and (ii) the declaration of commerciality of the oil and gas
discoveries in the Franco and Sul de Tupi fields (South of Tupi), both located in the Santos Basin
pre-salt.
· Report furnished on December 19, 2013 announcing the confirmation of the extension of the gas
and light oil discovery on concession BM-SEAL-10 in the Moita Bonita area, located in the ultra-
deep waters of the Sergipe-Alagoas Basin.
· Report furnished on December 17, 2013 announcing the discovery of an oil accumulation on
concession BM-POT-17, located in the deep waters of Potiguar Basin in the state of Rio Grande
do Norte.
· Report furnished on December 17, 2013 containing the minutes and resolutions of Petrobras'
extraordinary general meeting held on December 16, 2013 approving (i) the merger of Refinaria
Abrea e Lima S.A. - RNEST and Companhia de Recuperação Secundária CRSec into Petrobras
and (ii) the partial spin-off of certain assets and liabilities of Petrobras International Finance
Company S.A. ("PifCo"), with the subsequent merger of the spun-off portion into Petrobras.
· Report furnished on December 13, 2013 containing (i) the consolidated ratios of earnings to fixed
charges and (ii) the consolidated ratios of earnings to fixed charges and preferred dividends of
Petrobras for the years ended December 31, 2012, 2011, 2010 and 2009 and for the nine-month
periods ended September 30, 2013 and 2012, determined in accordance with IFRS, and (ii)
PricewaterhouseCoopers Auditores Independentes Awareness Letter in connection with its review
of Petrobras' interim financial information for the nine month periods ended September 30, 2013
and 2012.
· Reports furnished on December 4, 2013, November 29, 2013, October 30, 2013 and October 28,
2013, announcing (i) Petrobras' pricing policy, as prepared by Petrobras' Board of Executive
Officers and approved by its Board of Directors and (ii) the increase of gasoline and diesel prices
at the refinery gate beginning on November 30, 2013.

S-5

· Report furnished on November 29, 2013, announcing Petrobras' acquisition, on its own behalf and
through partnerships, of 49 blocks offered in the 12th bid round held by the ANP.
· Reports furnished on November 19, 2013 and November 13, 2013, announcing the completion of
the drilling of one additional well in the Franco area and the drilling and test of the fifth
exploratory well at Iara area, both in the Santos Basin pre-salt area.
· Report furnished on November 13, 2013, announcing the execution of an agreement to sell 100%
of the shares issued by Petrobras' subsidiary Petrobras Energia Peru (PEP) to China Petroleum
Corporation for U.S.$2.6 billion.
· Report furnished on November 13, 2013, announcing the approval by Petrobras' Board of
Directors of (i) of the merger of CRSEC into Petrobras and (ii) the partial spin-off of certain assets
and liabilities of PifCo, with the subsequent merger of the spun-off portion into Petrobras.
· Report furnished on November 12, 2013, announcing the commencement of production of
Platform P-63 at the Papa Terra field.
· Report furnished on October 28, 2013, announcing the approval by Petrobras' Board of Directors
of the merger of Refinaria Abreu e Lima S.A into Petrobras.
· Report furnished on October 22, 2013, announcing that in a public auction a consortium including
Petrobras was awarded the rights and obligations to operate and explore the Libra field in the
ultradeep waters of the Santos Basin.
· Reports furnished on October 18, 2013 and August 12, 2013, announcing the confirmation of
formation tests and drilling potential of the Farfan area in the ultradeep waters of the Sergipe
Basin.
· Reports furnished on October 10, 2013 and October 1, 2013, containing the minutes and
resolutions of Petrobras' extraordinary general meeting held on September 30, 2013 approving (i)
the sale of Petroquímica Innova S.A. to Videolar S.A. for R$870 million, (ii) the merger of certain
entities into Petrobras, and (iii) the waiver granted by Petrobras' Board of Directors on its
preemptive right to subscribe debentures convertible into shares to be issued by Sete Brasil
Participações S.A.
· Report furnished on October 7, 2013, announcing that Petrobras' Board of Directors approved the
sale of certain Petrobras' assets in Uruguay to Shell.
· Report furnished on September 13, 2013, announcing that Petrobras' Board of Directors approved
the sale of 100% of the shares issued by Petrobras Colombia Limited (PEC) to Perecen for
U.S.$380 million.
· Reports furnished on August 26, 2013 and May 28, 2013, announcing the payments of interest on
capital related to Petrobras' 2012 fiscal year earnings.
· Report furnished on August 19, 2013, announcing drilling results and potential of the Muriú area
in the ultradeep waters of the Sergipe Basin.
· Report furnished on August 19, 2013, announcing the approval by Petrobras' Board of Directors
of the sale of (i) 100% of Petroquímica Innova S.A. shares to Videolar S.A. for R$870 million and
(ii) a 35% stake held by Petrobras in block BC-10, known as Parque das Conchas, to the Sinochem
Group for U.S.$1.54 billion, among other divestments.

S-6

· Report furnished on August 12, 2013, announcing the redomiciliation of its wholly owned finance
subsidiary PifCo to Luxembourg, as a Luxembourg public company limited by shares (société
anonyme).
· Reports furnished on August 7, 2013 and May 8, 2013, announcing a new discovery of oil
reserves in the Santos Basin pre-salt area.
· Report furnished on July 25, 2013, announcing the completion of drilling and test of the fourth
exploratory well at Iara area, in the Santos Basin pre-salt area.
· Report furnished on July 11, 2013, announcing the adoption of cash flow hedge accounting by
Petrobras on its exports.
· Report furnished on June 19, 2013, announcing the execution of a non-binding letter of intent with
SINOPEC for the development of joint studies in connection with the Premium 1 Refinery Project,
located in the state of Maranhão, Brazil.
· Reports furnished on June 17, 2013, announcing (i) the restructuring of Petrobras' petrochemical
portfolio, (ii) a favorable injunction in connection with its dispute over withholding income tax
(IRRF) over remittances abroad for the payment of vessels charters, (iii) the execution of an
agreement for the sale of common shares held by Petrobras in Brasil PCH S.A. to Cemig Geração
e Transmissão S.A. for R$650 million and (iv) the execution of a binding agreement between
Petrobras and Banco BTG Pactual S.A. to establish a joint venture for oil and gas exploration and
production in Africa.
· Report furnished on June 10, 2013, announcing the execution of a non-binding letter of intent with
GS Energy Corporation for the development of a joint study in connection with Premium 2
Refinery Project, located in the state of Ceará, Brazil.
· Report furnished on June 6, 2013, announcing the start of production of FPSO Cidade de Paraty in
the Santos Basin pre-salt area.
· Reports furnished on May 28, 2013, announcing that, based on the proposals presented, Petrobras'
board of executive officers did not approve the sale of its assets in Argentina.
· Report furnished on May 28, 2013, relating to Standard & Poor's Rating Services report assigning
"strong" rating to Petrobras' management and governance.
· Report furnished on May 24, 2013, announcing that Petrobras Tanzania, Ltd. signed a farm-out
agreement for the sale of a 12% participation in Block 6 offshore Tanzania to Statoil Tanzania AS.
· Report furnished on May 24, 2013, announcing that Petrobras completed drilling and testing oil
quality in the Florin section of the Santos Basin pre-salt area.
· Report furnished on May 16, 2013, announcing Petrobras' acquisition of 34 blocks located in the
Foz do Amazonas, Espírito Santo and Barreirinhas Basins offered in the 11th bid round held by the
ANP.
· Report furnished on May 1, 2013, relating to the sale of certain exploratory blocks in the Gulf of
Mexico.
· Report furnished on April 30, 2013, containing the minutes of its ordinary and extraordinary
general meetings held on April 29, 2013, including the election of members of Petrobras' board of
directors and fiscal council.

S-7

Document Outline

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