Petrobras starts non-binding phase of refineries

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Rio de Janeiro, October 24, 2019 - Petróleo Brasileiro S.A. - Petrobras, following up on the press release issued on September 13, 2019, reports the beginning of the non-binding phase related to the sale of downstream assets, which includes: Isaac Sabbá Refinery (REMAN) in Amazonas, Lubrificantes e Derivados de Petróleo do Nordeste (LUBNOR) in Ceará, and the Shale Industrialization Unit (SIX) in Paraná, as well as their corresponding logistics assets.

Potential buyers qualified for this phase will receive a descriptive memorandum with more detailed information about the aforementioned assets, as well as instructions on the divestment process, including guidelines for preparing and submitting non-binding proposals.

Distribution of the descriptive memorandum will begin today for prospective qualified buyers who sign the Confidentiality Agreement and the Compliance Statement. Potential buyers will need to sign and submit these documents to Petrobras until December 6, 2019 and must state their interest as provided for in teasers up until November 22, 2019.

Adjusted teasers including the extension of the above deadlines are available on the Petrobras website: http://www.petrobras.com.br/ri.

This market disclosure is in accordance with Petrobras' Divestment Methodology and with the special regime for the divestment of assets by federal mixed-capital companies, provided for in Decree 9.188/2017.

Downstream divestments are aligned with the portfolio optimization and the company's capital allocation improvement, aiming to maximize value for our shareholders.

About the refineries

REMAN, located in Manaus, State of Amazonas, has a processing capacity of 46,000 barrels/day and its assets include a storage terminal.

LUBNOR, located in Fortaleza, Ceará, has a processing capacity of 8,000 barrels/day, is one of the national leaders in asphalt production and the only one in the country to produce naphthenic lubricants.

www.petrobras.com.br/ri

For more information:

PETRÓLEO BRASILEIRO S.A. - PETROBRAS | Investors Relations email: petroinvest@petrobras.com.br/acionistas@petrobras.com.br Av. República do Chile, 65 - 1002 - 20031-912 - Rio de Janeiro, RJ. Tel.: 55 (21) 3224-1510/9947 | 0800-282-1540

This document may contain forecasts within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Trading Act of 1934, as amended (Trading Act) that reflect the expectations of the Company's officers. The terms: "anticipates", "believes", "expects", "predicts", "intends", "plans", "projects", "aims", "should," and similar terms, aim to identify such forecasts, which evidently involve risks or uncertainties, predicted or not by the Company. Therefore, future results of the Company's operations may differ from current expectations, and the reader should not rely solely on the information included herein.

SIX, located in São Mateus do Sul, Paraná, has an installed capacity of 6,000 barrels/day and its assets include a mine in one of the largest oil shale reserves in the world and a shale processing plant.

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/ri

For more information:

PETRÓLEO BRASILEIRO S.A. - PETROBRAS | Investors Relations email: petroinvest@petrobras.com.br/acionistas@petrobras.com.br Av. República do Chile, 65 - 1002 - 20031-912 - Rio de Janeiro, RJ. Tel.: 55 (21) 3224-1510/9947 | 0800-282-1540

This document may contain forecasts within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Trading Act of 1934, as amended (Trading Act) that reflect the expectations of the Company's officers. The terms: "anticipates", "believes", "expects", "predicts", "intends", "plans", "projects", "aims", "should," and similar terms, aim to identify such forecasts, which evidently involve risks or uncertainties, predicted or not by the Company. Therefore, future results of the Company's operations may differ from current expectations, and the reader should not rely solely on the information included herein.

October 2019

Investment Opportunity in Refining and Logistics

Assets in the State of Amazonas

("REMAN Cluster")

Transaction Summary

1. Opportunity Description

2. Overview of the Process

  1. Petróleo Brasileiro S.A. - PETROBRAS ("Petrobras") operates and holds a 100% interest in a cluster of downstream and midstream business activities in the State of Amazonas ("Assets" or "REMAN Cluster")
  • The Assets comprise of one refinery, one storage terminal and a set of short pipelines that interconnect the refinery and terminal and also enable direct access to the oil supply chain and the Brazilian oil products consumer market
  1. Petrobras is considering to sell a 100% equity stake ("Process") in a company that will encompass all of the Assets ("Potential Transaction")

2.1 Petrobras has retained Citigroup Global Markets Assessoria Ltda. ("Citi") to act as its exclusive financial advisor in connection with the Potential Transaction

  1. Should any recipient/participant who meet all the Eligibility Requirements ("Prospective Purchaser") be interested in participating in the Process, it will be required to formally notify Citi up to November 22nd 2019 of its interest through the Contact Information, described on Page 4, in order to receive the required documents to participate in the Process: (i) Confidentiality Agreement ("CA") and (ii) Compliance Certificate ("CC")
  2. Distribution of the Confidential Information Memorandum ("CIM") will commence on October 25th 2019, to Prospective Purchasers who have executed the CA and CC
  3. For the non-binding phase of the Process, the deadline to execute the CA and the CC and obtain access to the CIM by the Prospective Purchasers will be December 6th 2019
    • It is recommended that Prospective Purchasers execute the CA and CC as soon as possible, since any delays may affect investors' timeframe to analyze this opportunity

3. Eligibility Requirements

3.1 In order to participate in the Process, a Prospective Purchaser must meet at least one of the criteria described below ("Eligibility Requirements"):

  1. Oil & Gas companies: companies with annual revenues, in 2018, in excess of US$100.0 million that own and / or operate assets in oil & gas production, refining, transportation, logistics, retail, trading or distribution of oil and / or oil products
  2. Financial investors and others: investor or economic group must have assets under management or control of at least US$100.0 million

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Transaction Summary (Cont'd)

3. Eligibility Requirements (Cont'd)

3.2 Neither the Prospective Purchaser or any of its subsidiaries may:

  1. Be subject, be owned or controlled by a person or entity subject to (i) any economic, financial or trade sanctions, (ii) regulatory sanctions, (iii) embargoes or (iv) restrictive measures, all related to fuel distribution activities, and that have been administered, enacted, imposed or applied by the World Bank, the United Nations Security Council, the United States of America, the Canada, the United Kingdom, the European Union, the Netherlands, Brazil, and the respective governmental institutions and agencies of any mentioned previously (Sanctioned Person).
  2. Be located, have been constituted, incorporated, organized or resident in a country subject to any (i) economic, financial or commercial sanctions, (ii) regulatory sanctions, (iii) embargoes or (iv) restrictive measures, all related to activities in the energy sector and that were administered, enacted, imposed or executed by the World Bank, the United Nations Security Council, the United States of America, the Canada, the United Kingdom, the European Union, the Netherlands, Brazil and the respective governmental institutions and agencies of any mentioned previously (Sanctioned Country).
  3. Have the predominant part of its commercial affiliation or business with any Sanctioned Person or in a Sanctioned Country.
  1. The Prospective Purchaser shall not be listed in the following restrictive lists
  • "Cadastro de Empresas Inidôneas e Suspensas"
    (Available at:http://www.portaldatransparencia.gov.br/sancoes/ceis)
  • "Cadastro Nacional de Empresas Punidas"
  • (Available at:http://www.portaldatransparencia.gov.br/sancoes/cnep)
  • "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 subsidiaries, 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, in compliance with the rules applicable to Petrobras.
  2. Furthermore, by participating in this Process, the Prospective Purchaser shall undertake not to take any action, or omission that violates any applicable law regarding business ethics, including, but not limited to, the US Foreign Corrupt Practices Act, the UK Bribery Act, the Brazilian Anti-Corruption Laws (specially the Brazilian Federal Law n. 12.846/2013) and the principles described in the Organization for Economic Cooperation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (hereinafter "Anti-Corruption Laws").
  3. In order to participate in the Process and comply with the requirements set forth above, Prospective Purchaser shall sign a Compliance Certificate (CC) and indicate, if applicable, whether it is subject to any kind of sanction, even if it considers that the sanction does not prevent its participation in the Process. If the Prospective Purchaser is subject to sanctions, it shall describe in the Compliance Certificate the relation, the nature and the details, of the sanction, as well as indicate the restrictions arising from it.
  4. 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.

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PETROBRAS - Petróleo Brasileiro SA published this content on 24 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 October 2019 04:55:08 UTC