Petróleo Brasileiro S A Petrobras : US$ 1.0 bi ( 5.600% exp 2031) - Prospectus Suplement

PROSPECTUS SUPPLEMENT

(To Prospectus dated March 1, 2019)

Petrobras Global Finance B.V. Unconditionally guaranteed by Petróleo Brasileiro S.A. - Petrobras

(Brazilian Petroleum Corporation - Petrobras)

U.S.$1,000,000,000 5.600% Global Notes due 2031

The 5.600% Global Notes due 2031 (the "Notes") are general, unsecured, unsubordinated obligations of Petrobras Global Finance B.V. ("PGF"), a wholly- owned subsidiary of Petróleo Brasileiro S.A. - Petrobras ("Petrobras"). The Notes will be unconditionally and irrevocably guaranteed by Petrobras. The Notes will mature on January 3, 2031 and will bear interest at the rate of 5.600% per annum. Interest on the Notes is payable on January 3 and July 3 of each year, beginning on January 3, 2021. The Notes will be consolidated, form a single series, and be fully fungible, with PGF's outstanding U.S.$1,500,000,000 5.600% Global Notes due 2031 (the "Original Notes"), issued on June 3, 2020. After giving effect to this offering, the total amount outstanding of PGF's 5.600% Global Notes due 2031 will be U.S.$2,500,000,000.

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 or from time to time prior to October 3, 2030 (the date that is three months prior the scheduled maturity of the Notes), by paying the greater of the principal amount of the Notes to be redeemed and a "make-whole" amount, in each case plus accrued and unpaid interest. Beginning on October 3, 2030, PGF may redeem, in whole or in part, the Notes at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest. The Notes will also be redeemable in whole without premium prior to maturity at PGF's option upon the imposition of certain withholding taxes. See "Description of the Notes-Optional Redemption."

This prospectus supplement has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area or in the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or superseded) from the requirement to publish a prospectus for offers of the Notes. The Notes are not intended to be offered, sold, or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investor in the European Economic Area or the United Kingdom.

In connection with the offering, the underwriters are not acting for anyone other than the issuer. Neither the underwriters nor any of their affiliates regulated by the Financial Conduct Authority will be responsible to anyone other than the issuer for providing the protections afforded to their clients nor for providing advice in relation to the offering.

The Original Notes are listed on the New York Stock Exchange (the "NYSE"), under the symbol "PBR/31."

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See "Risk Factors" beginning 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.

	Initial price to the public(1):	Underwriting discount(2):	Proceeds, before expenses, to PGF(1):
	Per Note	Total	Per Note	Total	Per Note	Total
Notes ....................	109.579%	U.S.$1,095,790,000	0.300%	U.S.$3,000,000	109.279 %	U.S.$1,092,790,000

1. Plus accrued interest from June 3, 2020 to, but not including, the settlement date, in an aggregate amount of U.S.$21,466,666.67 assuming settlement occurs on October 21, 2020.
2. See "Underwriting" beginning on page S-45 of this prospectus supplement for additional information regarding underwriting compensation.

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The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect participants, including Clearstream Banking, société anonyme, and Euroclear S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about October 21, 2020.

Joint Bookrunners

BofA Securities Deutsche Bank Securities HSBC Itaú BBA J.P. Morgan Santander Scotiabank

The date of this prospectus supplement is October 13, 2020.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

	Page
About this Prospectus Supplement ............................................................................................................................	S-1
Forward-Looking Statements ....................................................................................................................................	S-2
Incorporation of Certain Documents by Reference ...................................................................................................	S-4
Where You Can Find More Information ...................................................................................................................	S-6
Summary....................................................................................................................................................................	S-7
Recent Developments ..............................................................................................................................................	S-14
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
Description of the Guaranty.....................................................................................................................................	S-35
Clearance and Settlement ........................................................................................................................................	S-42
Underwriting............................................................................................................................................................	S-45
Taxation...................................................................................................................................................................	S-53
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons.....................................................................	S-61
Legal Matters...........................................................................................................................................................	S-62
Independent Registered Public Accounting Firm ....................................................................................................	S-63

PROSPECTUS
	Page
About this Prospectus....................................................................................................................................	2
Forward-Looking Statements ........................................................................................................................	3
Petrobras........................................................................................................................................................	5
PGF ...............................................................................................................................................................	5
Use of Proceeds.............................................................................................................................................	6
The Securities................................................................................................................................................	7
Legal Ownership ...........................................................................................................................................	8
Description of Debt Securities ......................................................................................................................	10
Description of Mandatory Convertible Securities .........................................................................................	26
Description of Warrants ................................................................................................................................	27
Description of the Guaranties........................................................................................................................	33
Description of American Depositary Receipts ..............................................................................................	34
Form of Securities, Clearing and Settlement.................................................................................................	40
Plan of Distribution .......................................................................................................................................	45
Experts...........................................................................................................................................................	47
Validity of Securities.....................................................................................................................................	48
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons...........................................................	49
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 this prospectus supplement, which describes the specific terms of the Notes that PGF is offering and certain other matters relating to PGF and Petrobras and Petrobras's 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.

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.

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.

Prohibition of sales to EEA and UK retail investors - For the purposes of this Prospectus Supplement, all references to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

MiFID II product governance - Any distributor subject to MiFID II subsequently offering, selling or recommending the Notes is responsible for undertaking its own target market assessment in respect of the Notes and determining the appropriate distribution channels for the purposes of the MiFID II product governance rules under Commission Delegated Directive (EU) 2017/593 ("Delegated Directive"). Neither the Issuer nor any of the underwriters make any representations or warranties as to a Distributor's compliance with the Delegated Directive.

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FORWARD-LOOKING STATEMENTS

Some of the information contained or incorporated by reference in this prospectus supplement are forward- looking statements that are not based on historical facts and are not assurances of future results. Many of the forward- looking statements contained, or incorporated by reference in this prospectus supplement may be identified by the use of forward-looking words, such as "believe," "expect," "estimate," "anticipate," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely," "potential" and similar expressions.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. There is no assurance that the expected events, trends or results will actually occur.

We have made forward-looking statements that address, among other things:

• the outbreak of the COVID-19 pandemic and its impacts on the sanitary, health, political and economic conditions worldwide and specifically in Brazil;
• our marketing and expansion strategy;
• our exploration and production activities, including drilling;
• our activities related to refining, import, export, transportation of oil, natural gas and oil products, petrochemicals, power generation, biofuels and other sources of renewable energy;
• our projected and targeted capital expenditures, commitments and revenues;
• our liquidity and sources of funding;
• our pricing strategy and development of additional revenue sources; and
• the impact, including cost, of acquisitions and divestments.

Our forward-looking statements are not guarantees of future performance and are subject to assumptions that may prove incorrect and uncertainties that are difficult to predict. Our actual results could differ materially from those expressed or forecast in any forward-looking statements as a result of a variety of assumptions and factors. These factors include, but are not limited to, the following:

• our ability to obtain financing;
• general economic and business conditions, including crude oil and other commodity prices, refining margins and prevailing exchange rates;
• global economic conditions;
• our ability to find, acquire or gain access to additional reserves and to develop our current reserves successfully;
• uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil and gas reserves;
• competition;
• technical difficulties in the operation of our equipment and the provision of our services;

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• changes in, or failure to comply with, laws or regulations, including with respect to fraudulent activity, corruption and bribery;
• receipt of governmental approvals and licenses;
• international and Brazilian political, economic and social developments;
• natural disasters, accidents, military operations, terrorist acts, acts of sabotage, wars or embargoes;
• regulatory developments, including regulations related to climate change;
• the cost and availability of adequate insurance coverage;
• our ability to successfully implement assets sales under our portfolio management program;
• the outcome of ongoing corruption investigations and any new facts or information that may arise in relation to the "Lava Jato investigation;"
• the effectiveness of our risk management policies and procedures, including operational risks; and
• litigation, such as class actions or enforcement or other proceedings brought by governmental and regulatory agencies.

For additional information on factors that could cause our actual results to differ from expectations reflected in forward-looking statements, please see "Recent Developments" and "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.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Petrobras is incorporating by reference into this prospectus supplement the following documents that it has filed with the U.S. Securities and Exchange Commission ("SEC"):

1. The Petrobras Annual Report on Form 20-F for the year ended December 31, 2019 filed with the SEC on March 23, 2020, as amended by Amendment No. 1 on Form 20-F/A filed with the SEC on April 21, 2020 (as so amended, the "2019 Form 20-F").
2. The Petrobras Report on Form 6-K furnished to the SEC on July 31, 2020, containing Petrobras's unaudited consolidated interim financial statements in U.S. dollars as of June 30, 2020, and for the three- month and six-month periods ended June 30, 2020 and 2019, prepared and presented in accordance with IAS 34 - "Interim Financial Reporting" as issued by the International Accounting Standards Board, as amended by Petrobras Report on Form 6-K/A furnished to the SEC on September 4, 2020, containing the Interactive Data File relating to such unaudited consolidated interim financial statements.
3. The Petrobras Report on Form 6-K furnished to the SEC on August 11, 2020, relating to the arbitration involving Sete Brasil.
4. The Petrobras Report on Form 6-K furnished to the SEC on August 14, 2020, containing a discussion of Petrobras's financial information and results in U.S. dollars as of June 30, 2020, and for the six-month periods ended June 30, 2020 and 2019.
5. The Petrobras Report on Form 6-K furnished to the SEC on August 19, 2020, relating to Petrobras's Petros plan.
6. The Petrobras Reports on Form 6-K furnished to the SEC on August 26, 2020 and September 28, 2020, relating to prepayments made under its revolving credit lines.
7. The Petrobras Report on Form 6-K furnished to the SEC on August 27, 2020, relating to the public offering of shares in Petrobras Distribuidora.
8. The Petrobras Report on Form 6-K furnished to the SEC on August 27, 2020, relating to the suspension of an arbitration award involving Fundação Petrobras de Seguridade Pessoal (Petros) and Caixa de Previdência dos Funcionários do Banco do Brasil (Previ).
9. The Petrobras Report on Form 6-K furnished to the SEC on August 28, 2020, relating to the sale of onshore fields in Espírito Santo.
10. The Petrobras Report on Form 6-K furnished to the SEC on August 31, 2020, relating to the Vantage arbitration.
11. The Petrobras Report on Form 6-K furnished to the SEC on September 11, 2020, relating to the new phase of the "Lava Jato" investigation.
12. The Petrobras Report on Form 6-K furnished to the SEC on September 21, 2020, relating to Petrobras's refining and natural gas programs.
13. The Petrobras Report on Form 6-K furnished to the SEC on September 25, 2020, relating to the exploratory well result in Campos Basin.
14. The Petrobras Report on Form 6-K furnished to the SEC on October 2, 2020, relating to certain tax amnesty programs.
15. The Petrobras Report on Form 6-K furnished to the SEC on October 2, 2020, relating to refinery sales.

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1. The Petrobras Report on Form 6-K furnished to the SEC on October 2, 2020, relating to Petrobras's new pension plan.
2. The Petrobras Report on Form 6-K furnished to the SEC on October 5, 2020, relating to the Brazilian Federal Supreme Court (Supremo Tribunal Federal) judgement with respect to Decree 9,355/2018.
3. Any future reports of Petrobras on Form 6-K furnished to the SEC that are identified in those forms as being incorporated by reference 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's Investor Relations Department located at Avenida República do Chile, 65 - 18th Floor, 20031-912-Rio de Janeiro, RJ, Brazil, Attn: Leandro da Rocha Santos, Institutional Investors Manager at Investor Relations Department (telephone: [phone]; fax: [phone];e-mail: [e-mail]).

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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 - 18th Floor 20031-912 - Rio de Janeiro - RJ, Brazil

Attn: Leandro da Rocha Santos, Institutional Investors Manager at Investor Relations Department

Telephone: [phone]

Fax: [phone]

E-mail: [e-mail]

Petrobras is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to a foreign private issuer, and accordingly files or furnishes reports, including annual reports on Form 20-F, reports on Form 6-K, and other information with the SEC. Any filings Petrobras makes electronically will be available to the public over the Internet at the SEC's web site at http://www.sec.gov. The information on this website, which might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this prospectus supplement.

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SUMMARY

This summary highlights key information described in greater detail elsewhere, or incorporated by reference, in this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information you should consider before investing in the Notes. You should read carefully the entire prospectus supplement, the accompanying prospectus, including "Recent Developments" and "Risk Factors" and the documents incorporated by reference herein, which are described under "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."

PGF

PGF is a wholly-owned finance subsidiary of Petrobras, incorporated under the laws of the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) on August 2, 2012. PGF is an indirect subsidiary of Petrobras, and all of PGF's shares are held by Petrobras's Dutch subsidiary Petrobras International Braspetro B.V. PGF's business is to raise financing to fund the operations of companies within the Petrobras group, including by issuing debt securities in the international capital markets. PGF does not currently have any operations, revenues or assets other than those related to the issuance, administration and repayment of its debt securities. All debt securities issued by PGF are fully and unconditionally guaranteed by Petrobras. PGF was incorporated for an indefinite period of time.

Petrobras uses PGF as its main vehicle to issue securities in the international capital markets. PGF's first offering of notes fully and unconditionally guaranteed by Petrobras occurred in September 2012. In December 2014, PGF assumed the obligations of Petrobras's former finance subsidiary Petrobras International Finance Company S.A. ("PifCo") under all then outstanding notes originally issued by PifCo, which continue to benefit from Petrobras's full and unconditional guaranty.

PGF's registered office is located at Weena 762, 9th floor, room A, 3014 DA Rotterdam, the Netherlands, and our telephone number is [phone].

Petrobras

Petrobras is one of the world's largest integrated oil and gas companies, engaging in a broad range of oil and gas activities. Petrobras is a sociedade de economia mista, organized and existing under the laws of Brazil. For the years ended December 31, 2019 and 2018, Petrobras had sales revenues of U.S.$76,589 million and U.S.$84,638 million, respectively, gross profit of U.S.$30,857 million and U.S.$32,454 million, respectively, and net income attributable to shareholders of Petrobras of U.S.$10,151 million and U.S.$7,173 million, respectively. For the six- month periods ended June 30, 2020 and 2019, Petrobras had sales revenues of U.S.$26,624 million and U.S.$37,305 million, respectively, gross profit of U.S.$10,681 million and U.S.$14,292 million, respectively, and loss attributable to shareholders of Petrobras of U.S.$10,132 million and net income attributable to shareholders of U.S.$5,881 million, respectively. In 2019, Petrobras's average domestic daily oil production was 2.17 million bbl/d, which represented 81% of Brazil's total oil production (based on production data issued by the National Petroleum, Natural Gas and Biofuels Agency). In the six-month period ended June 30, 2020, Petrobras's average domestic daily oil production was 2.28 million bbl/d. As a result of divestments concluded by Petrobras in 2019, it reassessed its business segments and currently divides its activities into the following segments of operations:

• Exploration and Production: this segment covers the activities of exploration, development and production of crude oil, Natural Gas Liquids ("NGL") and natural gas in Brazil and abroad, for the primary purpose of supplying our domestic refineries. Our exploration and production segment also operates through partnerships with other companies, including holding interests in non-Brazilian companies in this segment;
• Refining, Transportation and Marketing: this segment covers the activities of refining, logistics, transport, marketing and trading of crude oil and oil products in Brazil and abroad, exports of ethanol, petrochemical operations, such as extraction and processing of shale, as well as holding interests in petrochemical companies in Brazil; and

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