Petrobras announces E&P teaser in the Espírito-Santo Basin

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Rio de Janeiro, December 3, 2019 - Petróleo Brasileiro S.A. - Petrobras announces that it has started the opportunity disclosure stage, referring to the sale of its interest in two onshore exploratory blocks, located in the Espírito Santo Basin. Petrobras holds a 50% stake in each of the blocks, in partnership with Cowan Petróleo e Gás, which is the operator and holds the remaining 50%.

The teaser, which contains key information about the opportunity, as well as the eligibility criteria for the selection of potential participants, is available on the Petrobras website: https://www.investidorpetrobras.com.br/en/results-and-notices/teasers

The main subsequent stages of the project will be reported to the market in due course.

This announcement is in accordance with Petrobras' divestment guidelines and with the provisions of the special procedure for assignment of rights to exploration, development and production of oil, natural gas and other fluid hydrocarbons, provided for in Decree 9,355/2018.

This transaction is in line with the portfolio optimization and the improvement of the company's capital allocation, aiming at generating value for our shareholders.

About the exploratory blocks

Concessions ES-T-506_R11 and ES-T-516_R11, which include blocks ES-T-506 and ES-T-516, respectively, were acquired in the 11th ANP Bidding Round, and the contracts were signed in 2013, and are currently in the First Exploration Period.

Bids must be made by block, separately.

This material is being provided pursuant to Brazilian regulatory requirements, does not constitute an offering, under the U.S. securities laws, and is not a solicitation, invitation or offer to buy or sell any securities. The information on our website is not and shall not be deemed part of this report on Form 6-K.

www.petrobras.com.br/ir

Contacts:

PETRÓLEO BRASILEIRO S.A. - PETROBRAS | Investor Relations Department I e-mail: petroinvest@petrobras.com.br

Av. República do Chile, 65 - 10th floor, 1803 - 20031-912 - Rio de Janeiro, RJ | Phone: 55 (21) 3224-1510 /3224-9947

FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to risks and uncertainties. The forward- looking statements, which address the Company's expected business and financial performance, among other matters, contain words such as "believe," "expect," "estimate," "anticipate," "optimistic," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely," 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 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.The Company's 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: (i) failure to comply with laws or regulations, including fraudulent activity, corruption, and bribery; (ii) the outcome of ongoing corruption investigations and any new facts or information that may arise in relation to the "Lava Jato Operation"; (iii) the effectiveness of the Company's risk management policies and procedures, including operational risk; and (iv) litigation, such as class actions or proceedings brought by governmental and regulatory agencies. A description of other factors can be found in the Company's Annual Report on Form 20-F for the year

ended December 31, 2017, and the Company's other filings with the U.S. Securities and Exchange Commission.

On-shore Exploratory Concessions

Opportunity, Espirito Santo Basin,

Brazil

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December - 2019

On-shore Exploratory Concessions Opportunity, Espírito Santo Basin, Brazil

Summary

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Petróleo Brasileiro S.A. ("Petrobras") is undertaking a process ("Process") to sell the entirety of its equity interests in two onshore Blocks, ES-T-506 and ES-T-516, located at the Espírito Santo Basin, Brazil ("The Potential Transaction").

  • Petrobras holds 50% of the Participating Interest in these concessions and the company COWAN is operator in these blocks and holds the other 50% of the Participating Interest.
  • The activities of the Minimum Exploratory Program (MEP) related to the 1st Exploratory Period foresee drilling 3 exploration wells per block.
  • The MEP related to the 2nd Exploratory Period is one well in each concession.
  • The offers must be submitted per block, after which, Cowan may exercise its right of preference to acquire the Participating Interest of Petrobras.

Table 1 - Summary of characteristics of concessions

Area (Km2)

End of the

Petrobras

Block

BID Round

1° Exploration

Participating

Period

Interest (%)

ES-T-506

Bid 11

30,3

06/06/2020

50

ES-T-516

Bid 11

30,3

06/06/2020

50

Highlights

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  • The Blocks are adjacent to producing fields and infrastructure;
  • The identified exploratory opportunities are ready for drilling;
  • Possibility of extension of the 1st PEX until Jun/2022 to complete the activities.

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LOCATION MAP

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Figure 1 - Location Map

REQUIREMENTS FOR ELIGIBILITY OF PROSPECTIVE PURCHASER

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  1. In order to participate in the Process, the Prospective Purchaser must meet the following criteria ("Eligibility Requirements"):

  2. 1.1. Minimum net equity of R$ 1,375,000.00 to be qualified as non-operator financial criteria, to be proved on the occasion of the qualification of the Prospective Purchaser;
  3. Prospective Purchaser will be allowed to form a consortium with an independent party, or parties, to participate in this Process.
    1. In this case, Prospective Purchaser must inform Petrobras, by written notice, of such intention and the parties or independent parties must sign the Confidentiality Agreement and the Compliance Certificate, as establish in item 6, separately, and must also meet the criteria established in items 3 and 4 below.
    2. One or more independent parties may participate in the Process jointly with Prospective Purchaser, considering that, for all purposes of the Process, the original Prospective Purchaser and the party or independent party may be treated as one Prospective Purchaser.
    3. For the purpose of this Process, the parties must indicate which one will be the leader of such consortium.

    3. By participating in the Process, the Prospective Purchaser shall undertake not to take any action or omission that violates any applicable law regarding business ethics, including, but

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not limited to, the US Foreign Corrupt Practices Act, the UK Bribery Act and Brazilian Federal Law n. 12.846/2013 (Brazilian Anti-Corruption Laws).

4. The Prospective Purchaser shall not be listed in the following restrictive lists:

(A) "Cadastro Nacional de Empresas Inidôneas e Suspensas (CEIS)

(Available at:http://www.portaldatransparencia.gov.br/ceis);

  1. "Cadastro Nacional de Empresas Punidas (CNEP)

(Available at :http://www.portaltransparencia.gov.br/sancoes/cnep);

  1. "Empresas impedidas de transacionar com a Petrobras"

(Available at :http://transparencia.petrobras.com.br/licitacoes-contratos).

    1. In case the Prospective Purchaser, or any of its affiliates, is identified in the abovementioned hypothesis, or fail to meet any of the above mentioned requirements, it will be excluded from the Process at any time.
  1. In the Compliance Certificate, the Prospective Purchaser must declare neither the Prospective Purcharser nor any of its affiliates (i) is subject to any sanctions; (ii) is located, has been constituted or is resident in a country subject to any sanctions; or (iii) has the predominant part of its commercial affiliation or business with any Sanctioned Person or in a Sanctioned Country.
    1. Petrobras will evaluate the information presented by the Prospective Purchaser regarding the above item, and in case is identified in the abovementioned hypothesis, the Prospective Purchaser will be excluded from the Process, in compliance with the rules applicable to Petrobras.
    2. Sanctions means (i) sanctions, (ii) regulations, (iii) embargoes or (iv) restrictive measures that were administered, enacted, imposed or executed by the World Bank, the United Nations Security Council, the United States of America, Canada, the United Kingdom, the European Union, the Netherlands, Brazil and the respective governmental institutions and agencies of any mentioned previously.
  2. In order to participate in the Process and comply the requirements, Prospective Purchaser shall sign a Compliance Certificate, following the document to be provided by Petrobras.
  3. The accuracy of the declaration and the fulfillment of the requirements mentioned above will be verified by Petrobras after the acceptance, by the Prospective Purchaser, of the confidentiality obligations necessary to participate in the Process.
  4. During the Process, Petrobras may perform preventive risk analysis, in compliance with Anti-Corruption Law and the Petrobras Program for Preventing Corruption.

THE PROCESS

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  • The interested parties who meet the "Eligibility Requirements" should contact the project's email address below to express your interest in the opportunity by December 12th, 2019to receive the necessary documents to participate in the Process: (i) Confidentiality Agreement; (ii) Compliance Certificate.

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    • At Petrobras request, the Prospective Purchaser shall provide supporting documentation.
  • Project e-mailaddress:esexpterra@petrobras.com.br
  • The interested parties who are duly eligible for the Process must submit the documents mentioned above, until December 19th, 2019, in order to have access to the Additional Asset Information Package.
  • Petrobras reserves the right to amend the Process as it deems appropriate and will ensure that any changes be disclosed to all participants.
  • During the Process, Petrobras may perform preventive risk analysis, in compliance with Anti- Corruption Law and the Petrobras Program for Preventing Corruption and may request the Prospective Purchaser to fill a report detailing its procedures and guidance towards Anti- Corruption Laws.
  • The queries from Prospective Purchasers which meet the above mentioned Eligibility Requirements should be addressed exclusively atesexpterra@petrobras.com.br. The Prospective Purchaser shall not directly contact any Petrobras employee.
  • This e-mail should be used only for the purposes of the Potential Transaction. Any general questions or inquiries not specific and directly related to the Potential Transaction should be addressed to the following website: http://transparencia.petrobras.com.br/

Relevant Legal Information

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This document ("Teaser") is being furnished to potential assignees and published in Petrobras site ("http://www.investidorpetrobras.com.br/en") with the purpose to present this onshore opportunity ("Transaction").

This Teaser is being provided solely for the purpose of verifying the potential interest in the Transaction and therefore does not obligate Petróleo Brasileiro S.A. - Petrobras ("PETROBRAS") to initiate or complete any sale procedure of its assets. This document may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act) that merely reflect the expectations of PETROBRAS' management. Such terms as "anticipate", "believe", "expect", "forecast", "intend", "plan", "project", "seek", "should", along with similar or analogous expressions, are used to identify such forward-looking statements. These predictions evidently involve risks and uncertainties, whether foreseen or not by PETROBRAS. Therefore, the future results of operations may differ from current expectations, and readers must not base their expectations exclusively on the information presented herein.

This Teaser is issued by PETROBRAS in the context of the Transaction. This document was prepared by PETROBRAS and no other party, and is furnished by PETROBRAS to its recipient/participant solely for their information and should not be relied upon and shall not confer rights or expectation of rights to the recipient/participant or any of its employees, creditors, holders of securities of such recipient / participant or other equity holders or any other person directly or indirectly related to such recipient / participant.

This Teaser has been assembled for the sole purpose of determining whether the potential assignees wish to receive further information for analysis in connection with the Transaction, upon its written agreement and undertaking certain confidentiality obligations, and provided that the potential assignees meet the abovementioned requirements to participate in the competitive process regarding the Transaction ("Process").

Although the information contained herein is obtained from publicly available sources and was prepared in good faith, neither PETROBRAS nor any of its affiliates nor any of its associated, nor subsidiary companies

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(the "PETROBRAS Group"), nor any of their respective directors, officers, employees, representatives, advisers or agents, are making any representations or warranties, expressed or implied, as to the fairness, accuracy, reliability, sufficiency, reasonableness or completeness of such information, statements or opinions contained in this document or any written or oral information made available to any recipient / participant, and no liability whatsoever is undertaken by any such person in relation to any such information or opinion. Only those representations and warranties which may be made on a definitive agreement concerning to the Transaction (which will not contain any representations, warranties or undertakings as to this Teaser) shall have any legal binding effect. In particular, any potential buyer will be required to acknowledge in the definitive agreement relating to the Transaction that it has not relied on or been induced to enter into such agreement based on any representation or warranty from PETROBRAS, except as those as expressly set out in such agreement.

The information contained in this document is being delivered for information purposes only. All financial information ("Financial Information") contained in this document regarding any entity of the PETROBRAS Group has been obtained from information prepared by PETROBRAS management team for internal purposes only and not with a view toward disclosure to third parties ("Source Data") and may not comply with IFRS, UK, BR or US GAAP. PETROBRAS has not carried out any audit or verification procedure related to the Source Data or Financial Information directly or indirectly indicated in this Teaser. Furthermore, any information that might be contained in this document regarding oil reserves and resources, production estimates and any other potential information regarding the quantity or quality of oil resources is subject to several factors and involve a number of risks which cannot be predicted by PETROBRAS Group. Illustratively, it is not possible to infer in advance whether drilling and / or testing of any prospectus will contain oil or natural gas or - if it contains oil or natural gas - will be in sufficient quantities to be economically viable.

This Teaser is necessarily based upon information available up to this date and considering market conditions, economic and other information considered as relevant in the situation where they are and how these information can be evaluated at this moment.

PETROBRAS does not consider that the Financial Information that might be contained herein is or should be taken as a reliable indication of the projected financial performance of Petrobras and/or any of its assets related to the Transaction. The Financial Information may include certain forward-looking statements, including statements related to the financial conditions and results of operations relating to certain business and cost savings, management's plans and objectives for the relevant assets related to the Transaction.

These statements and forecasts involve risk and uncertainty because they relate to future events and depend on circumstances that will occur in the future and may be based on certain assumptions related to the future evolution of a series of variables of different magnitudes and of the national and international economy in general, which may not be fulfilled and, thus, the conclusions reached in this document may be substantially altered accordingly. No representation or warranty is made that any of these statements or forecasts presented in this document will be potentially achieved. Actual outcomes are highly likely to vary from any such forward-looking statements or projections and such variations may be material. There are a number of factors that may cause actual results and developments to differ materially from any of those expressed or implied by any such statements and forecasts, such as, but not limited to, the ability to achieve cost savings, exposure to fluctuations in exchange rates for foreign currencies, inflation and adverse economic conditions.

Nothing contained in this document is or should be relied upon as a promise, expectation or representation as to the future. Except otherwise expressly indicated, this document refers exclusively as of the date hereof. Neither the delivery of this document nor any purchase of any of the securities, assets, businesses or undertakings of PETROBRAS or any related entity shall, under any circumstances, be construed to indicate or imply that there has or has not been no change in the affairs of the PETROBRAS Group since the date hereof. In addition, no responsibility or liability or duty of care is or will be accepted by the PETROBRAS Group, and their respective affiliates, advisers, directors or employees for updating this document, complementing any additional information, correcting any eventual inaccuracies or providing any additional information to any recipient/participant. The information contained in this document is necessarily based on economic, market and other relevant conditions, and the information made available as of, the date hereof or as stated herein. It should be understood that subsequent developments may affect such information and that PETROBRAS Group doesn't have the obligation to update or revise such information entirely or partially.

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This document does not constitute a prospectus or an offer for the sale or purchase of any shares or other securities or investment or divestment in any underlying assets of PETROBRAS and/or PETROBRAS Group or directly or indirectly induce or suggest to enter into the Transaction, and does not constitute any form of commitment of PETROBRAS, PETROBRAS Group or any other person to enter into any sort of business. Neither this document, nor any other written or oral information made available to any recipient/participant will form the basis of any contract or commitment whatsoever. Any proposal regarding a possible transaction between any member of the PETROBRAS Group and the recipient/participant will only give rise to any contractual obligations on the part of such member of the PETROBRAS Group when a definitive agreement has been executed.

PETROBRAS reserves the right, without liability, to change, to amend or replace this Teaser and the information contained herein at any moment and to amend, modify, delay, accelerate or terminate the Process, negotiations and discussions at any time and in any respect, regarding the Transaction or to terminate negotiations with any potential assignee/recipient/participant of this document, provided such is equally informed to all participants, always observing the impartiality and equal treatment. PETROBRAS undertakes no obligation to provide the recipients/participants access to any additional information.

The recipient/participant acknowledges that it will be solely responsible for its own assessment of the market and the market position of any member of the PETROBRAS Group or any of its securities, assets or liabilities or any part thereof and that it will conduct its own analysis and be solely responsible for forming its own view of the value and potential future performance of the assets involved in the Transaction. Nothing contained within this Teaser is, or should be, construed as or relied upon as a promise or representation as to future events or undertakings. Recipients/Participants shall keep their relationship with PETROBRAS confidential with regard to the Transaction and shall not disclose to any third party that they have received this document or that they are assessing their interest in the Transaction. In no circumstances will any member of the PETROBRAS Group or any of its advisers be responsible for any costs or expenses incurred in connection with any appraisal or investigation of any member or part of the PETROBRAS Group or for any other costs and expenses incurred by a recipient/participant in the evaluation and analysis of this document and/or of this Transaction. Recipients/Participants of this document and their representatives should observe any applicable legal requirements in their jurisdiction.

Accordingly, the recipient/participant agrees that neither the recipient/participant nor any of its agents or affiliates shall use such information for any other purposes than those specified in this notice or document and shall not use such information for any other commercial purpose. The distribution of this document in certain jurisdictions may be restricted by law and, accordingly, by accepting this document, recipients/participants represent that they are able to receive/access it without contravention of any unfulfilled registration requirements or other legal or regulatory restrictions in the jurisdiction in which they reside or conduct business. No liability is accepted to any member or part of the PETROBRAS Group in relation to the distribution or possession of the document in or from any jurisdiction.

This document does not purport to provide any legal, tax or financial advice and should not be considered as a recommendation by any member of the PETROBRAS Group or any of their respective representatives, directors, officers, employees, advisers or agents or any other person to enter into any transaction and recipients/participants are recommended to seek their own financial and other advice, and are expected to adopt their own decisions without basing them exclusively on this document. As indicated herein, this document is solely for your information and should not be relied upon and shall not confer rights or remedies upon the recipient/participant or any other person.

This document shall not exclude any liability for, or remedy in respect of, misrepresentation. By accepting this document, the recipient/participant agrees to be bound by the foregoing limitations.

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PETROBRAS - Petróleo Brasileiro SA published this content on 03 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 December 2019 05:27:01 UTC