Filed pursuant to Rule 433
Registration Statement No. 333-163665
Relating to Preliminary Prospectus Supplement dated
September 3, 2010
Notice of priority subscription in Petrobras registered offering
September 3, 2010. This is to notify you that Petróleo Brasileiro S.A. Petrobras
(Petrobras) launched a global offering of common and preferred shares, including common and
preferred shares in the form of American Depositary Shares (ADSs) today. The offering is
registered with the Securities and Exchange Commission (the SEC) and with the Comissão de Valores
Mobiliários, the Brazilian Securities and Exchange Commission (the CVM) in Brazil. The offering
will not be registered in any other country or jurisdiction. We filed a preliminary prospectus
supplement in connection with this offering with the SEC today pursuant to our existing
registration statement filed with the SEC on December 11, 2009.
Each of Petrobras existing shareholders as of September 10, 2010, the first record date, will
be given the opportunity to subscribe common and preferred shares in the offering in Brazil on a
priority basis. Priority subscription is not available to holders of ADSs. An ADS holder who
whishes to be eligible for priority subscription must make the necessary arrangements to cancel
such holders ADSs and take delivery of the underlying shares in a Brazilian account established
with a Brazilian securities professional in Brazil. An ADS holder will need to comply with
applicable Brazilian regulations to hold the shares in a Brazilian account, which such ADS holder
should review with appropriate legal or other advisors. In order to become eligible to participate
in the priority subscription in Brazil, an ADR holder must surrender their ADRs to J.P. Morgan, as
Depositary, and take delivery of the underlying shares, as described above, in time to be a record
holder on September 10, 2010.
Petrobras has determined that 80% of the total number of common shares and 80% of the total
number of preferred shares offered in the global offering (excluding the underwriters
over-allotment option) will be first offered to our existing shareholders as of September 10, 2010,
the first record date, pursuant to the priority subscription. Priority subscriptions will be
allocated based in the number of shares each shareholder owns as of September 17, 2010, the second
record date. Additional details about the priority subscription process are available in the
preliminary prospectus supplement, which we filed with the SEC today.
The price of the shares subscribed pursuant to the priority subscription will be the price to
the public in the offering in Brazil, which will be determined when the marketing of the global
offering has been completed, by agreement between us and the underwriters based on the process for
evaluating investor demand known as bookbuilding. The price will be set forth on the cover page of
the final prospectus supplement for the global offering.
In order to participate in the priority subscription, a shareholder eligible to participate
must submit the applicable subscription form to a participating institution in the Brazilian
offering between September 13, 2010 and September 16, 2010, indicating a desired maximum investment
amount in reais. The applicable subscription forms will be included in a Form 6-K to be filed by
us with the SEC on or after September 3, 2010. The eligible shareholder may also limit the
subscription to a maximum price per share. By submitting the applicable subscription form to a
participating institution in the Brazilian offering, the shareholder will be contractually
obligated to purchase shares at a price to be determined by the bookbuilding process on the pricing
date. A shareholder will only know how many shares it will be purchasing in the priority
subscription after the offering price has been determined, because the number of shares may be
limited by the orders placed by other shareholders and by such shareholders maximum investment
amount. For additional information about the priority subscription process, please see the
preliminary prospectus supplement filed with the SEC.
A shareholder will not know the price per share at the time such holder commits to subscribe
shares in the priority subscription. A shareholder will consequently be unable to know the cost of
avoiding dilution of its interest in us, and a shareholder will also be unable to estimate the book
value dilution that will result from the public offering price.
A holder of Petrobras shares located outside Brazil must make certain representations set
forth in the applicable subscription form concerning compliance with local law in the holders
jurisdiction in order to participate in the priority subscription. The priority subscription is not
available to a shareholder if the subscription would violate local laws of the shareholders
jurisdiction. It is each shareholders responsibility to determine its eligibility
under local laws of its jurisdiction.
Detailed information about the priority subscription and the global offering is included in
the preliminary prospectus supplement on file with the SEC. Please visit the SECs website
(www.sec.gov) or contact Bank of America Merrill Lynch, Citigroup Global Markets Inc., Itaú Securities or Morgan
Stanley & Co. Incorporated at the numbers below to obtain a copy of the preliminary prospectus
supplement and accompanying prospectus.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus or any prospectus supplement
for this offering if you request it by calling Bank of America Merrill Lynch at 1-866-500-5408,
Citigroup Global Markets Inc. at 1-800-831-9146, Itaú Securities collect at 212-710-6766 or Morgan Stanley & Co. Incorporated at
1-866-718-1649.
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