Petrobras: We announce pricing of public offering of Petrobras Distribuidora (BR)

We announce pricing of public offering of Petrobras Distribuidora (BR)

Petrobras announced yesterday the pricing of the secondary public offering of shares of Petrobras Distribuidora S.A.  (“BR Distribuidora”).

Petrobras’s Board of Directors approved today the sale of 349,500,000 shares in BR Distribuidora, including 58,250,000 additional shares as part of Petrobras’s option to increase the base offer by 20%.  The offer priced at R$ 24.50 per share, totaling R$ 8,562,750,000, or US$ 2,277,327,128 at the exchange rate of R$ 3.76 per U.S. dollar. Through the offering, Petrobras will sell shares amounting to 30% of BR Distribuidora's capital stock, and will retain 41.25% of BR Distribuidora’s capital stock after the conclusion of the offer.

Pursuant to article 24 of CVM Instruction 400, the number of shares offered may be increased by up to 43,687,500 Shares pursuant to the Brazilian underwriters’ option to purchase additional shares, under the same conditions and at the same price per share as the shares initially offered. If the option is exercised, the amount of the offering may increase to up to R$ 9,633,093,750, or US$ 2,561,993,019 at the exchange rate of R$ 3.76 per U.S. dollar, and Petrobras's equity interest in BR Distribuidora's capital stock may be reduced to 37.50%, assuming the option is exercised in full.

This material fact is for informational purposes only, pursuant to applicable laws, and should not be construed as an offer to sell or a solicitation of an offer to buy any securities.

The securities offered will not be and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This report on Form 6-K shall be deemed to be incorporated by reference into the Offer to Purchase dated July 1, 2019, relating to the previously announced tender offers by Petrobras Global Finance B.V., a wholly-owned subsidiary of Petróleo Brasileiro S.A. – Petrobras.