Strictly Confidential

Investment Opportunity in the Brazilian Surfactant Sector

May, 2021

Executive Summary

1. Opportunity Description

  1. Petróleo Brasileiro S.A. - PETROBRAS ("PETROBRAS" or "Seller"), with the assistance of Banco Santander (Brasil) S.A. ("Santander") as its exclusive financial advisor in the process, is pursuing the divestment of its 27,88% equity stake in Deten Química S.A ("Deten" or "Company") (the "Potential Transaction").
  2. Deten is a company with specialization in the production of LAB, LAS and ALP¹ and is in the Camaçari industrial hub, in the state of Bahia. Deten is the Brazilian market leader in the LAB and ALP production, being the sole industry to produce it in Brazil.

2. Process Overview

  1. Should any recipient/participant who meet all the Eligibility Requirements ("Prospective Purchaser") be interested in participating in the competitive process ("Process"), it will be required to formally notify Santander of its interest through the Contact Information, described on page 6, in order to receive the required documents to participate in the Process: (i) Confidentiality Agreement ("CA") and Compliance Certificate ("CC").
  2. The Confidential Information Memorandum ("CIM") distribution will begin on June 18, 2021, for the Potential Buyers that executed CA and CC.
  3. For the non-binding phase of the process, the deadline to sign the CA and the CC by the Prospective Purchasers will be on June 28, 2021.

It is recommended that CA and CC be executed speedily by the Potential Buyers, because any delay might affect the tenor for investors analyze this opportunity.

(1): LAB - Linear alkylbenzene, LAS - Linear alkylbenzene sulfonate and ALP - Alquilado pesado, or heavy alkylate

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Executive Summary (cont'd)

3. Eligibility Requirements

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

i. Financial Requirements:

  1. Strategic investors: Prospective Purchaser, both publicly and privately held, must have book net equity value of at least US$ 130 million.
  2. Financial investors: Prospective Purchaser must have at least US$ 260 million worth of assets under management
  1. Compliance requirements: 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 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 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.

PETROBRAS will evaluate if the relations or situations described prevent the participation of the Prospective Purchaser in the Process due to non compliance with Sanctions applicable to PETROBRAS and will inform the exclusion of the Prospective Purchaser from the Process, if the case may be.

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Executive Summary (cont'd)

3. Eligibility Requirements (cont'd)

  1. The Prospective Purchaser shall not be listed in the following restrictive lists:
    • "Cadastro de Empresas Inidôneas e Suspensas" (CEIS), available at:http://www.portaldatransparencia.gov.br/sancoes/ceis
    • "Cadastro Nacional de Empresas Punidas" (CNEP), available at:http://www.portaltransparencia.gov.br/sancoes/cnep
    • "Empresas impedidas de transacionar com a PETROBRAS", available at:http://transparencia.petrobras.com.br/licitacoes-contratos
  2. 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.
  3. 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 and Brazilian Anti-Corruption Laws (specially the Brazilian Federal Law n. 12.846/2013) (hereinafter "Anti-Corruption Laws").
  4. 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.
  5. 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.

The Potential Buyers must observe to the need to be in accordance with the procedures provided in Deten's Shareholders' Agreement for the potential exercise of the rights conferred to the current shareholders, described below:

  • Be prepared to acquire 100% of Deten's shares, if the other shareholder exercise the tag along right
  • Be aware that the other shareholder may exercise the preference right and acquire Petrobras's shares in Deten with the same terms and conditions negotiated with the Potential Buyer.

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Executive Summary (cont'd)

4. Joint Offer Formation

  1. A Prospective Purchaser will be allowed to form a consortium, association or present a joint offer ("Joint Offer") with an independent party, or parties, to participate in this Process
    1. The Joint Offer must have a leader, which is the Prospective Purchaser that will lead negotiations with PETROBRAS and will be the main communication channel between PETROBRAS and the Joint Offer ("Joint Offer Leader").
    2. In such case, the Prospective Purchaser will be required to immediately inform PETROBRAS of its intention to present a Joint Offer, including information such as who is the Joint Offer Leader and who are the parties involved in the Joint Offer ("Joint Offer Member(s)") according to the deadline previously set in the Instruction Letter delivered together with the CIM.
    3. The Joint Offer must contain (i) powers of attorney granting powers to the Joint Offer Leader assigned by the other participants of the Consortium; and (ii) a statement by the Joint Offer Leader confirming that he is not acting as an intermediary in the Potential Transaction.
  2. The Joint Offer must be approved at PETROBRAS convenience, in accordance with the legal criteria and the rules established herein and further detailed in the Instruction Letter. After approved by PETROBRAS and verified compliance with Eligibility Requirements and Joint Offer formation rules, the Prospective Purchaser will be allowed to participate in the Process.
  3. The formation of a Joint Offer is permitted only if all the members collectively meet the Financial Criteria described in item 3.i and individually all the requirements described in items 3.ii and 3.iii.
  4. Such Joint Offer Member(s) or any Prospective Purchaser must execute its own CA and CC directly with PETROBRAS in order to access any non-public information related to the Potential Transaction or the Assets.
  5. The rules applicable for the modification in the composition of the Joint Offer will be further detailed in the Instruction Letter of the non-binding phase.

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PETROBRAS - Petróleo Brasileiro SA published this content on 02 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2021 23:24:00 UTC.