Rio de Janeiro, October 15, 2015 – Petróleo Brasileiro S.A. – Petrobras hereby complies with OFFICIAL LETTER 409/2015/CVM/SEP/GEA-1, which requests clarifications as follows:

OFFICIAL LETTER No 409/2015/CVM/SEP/GEA-1

“We refer to the news article published on this date in the Valor Econômico newspaper, Empresas [Companies] section, under the heading: “Bahiagás pode travar venda da Gaspetro” [Bahiagás may prevent the sale of Gaspetro], which features the following information, among other:

Creating yet another impasse to the sale of 49% of Gaspetro, a subsidiary of Petrobras, to the Japanese company Mitsui, the Bahia state government sent a notice to the company’s CEO, Angélica Laureano, expressing its position as contrary to the business deal. In the notice to which Valor had access, the Secretary of Infrastructure of State of Bahia, Marcus Cavalcanti, says that the sale will result, in practice, “in the subrogation of the rights and obligations inherent to the Shareholders’ Agreement, from which direct effects related to the state of Bahia will arise”.

Cavalcanti, who is also the Chairman of the Board of Directors of Companhia de Gás da Bahia (Bahiagás), states in the notice that, as majority shareholder of the distribution company, the state is entitled, by the Shareholders’ Agreement, power of veto and nomination for management positions.

In response to a request for interview, Marcus Cavalcanti’s assistant informed in a statement that “if the business transaction comes through, Mitsui will be the holder of greater administrative power than envisaged in the Shareholders’ Agreement”. The statement continues to say that, “the role of the state of Bahia is to prevent that its interests in the company’s management are harmed.”

A source within the industry who is familiar with the measure believes that other states may adopt the same procedure as the Bahia state against the sale of Gaspetro. According to the source’s assessment, behind the claim there may be a possible interest of selling a stake in the companies or even privatizing them in order to strengthen the cash position.

“The states will begin to question the sale, either to bail out from the deal or to join in the privatizing. But they will have to ask for approval from the legislative assembly of each state,” says the source.

A copy of the notice from the Secretary of Infrastructure of State of Bahia, dated September 30, was also sent to Hiroki Toko, CEO of Mitsui Gás e Energia do Brasil. In the document, the Secretary says that the transaction will interfere in the control power of the Bahia state, holder of the monopoly of gas distribution, suggesting that the state “will become hostage of the strictly private will” of Mitsui, in contravention of  Law 6,404, of 1976, which created the distribution company.

Gaspetro owns 41.5% of Bahiagás, and in the notice the Bahia state government seeks to highlight that Law 6,404/76 ensures the control of the company by the state.

The reading of the document shows that the assessment of the Bahia state government is that the agreement between Gaspetro and Mitsui – whose foundations are still unknown – will result in an “irreversible breaking of the Shareholders’ Agreement,” with direct effects, according to the statement, on the governance of Bahiagás, state policies and investments.

Also according to the understanding of the Secretary of Infrastructure of State of Bahia, Mitsui will not purchase 49% of Gaspetro “to remain with the same rights that it already has on companies, including Bahiagás”. And he goes on saying that an “inevitable shareholders’ agreement” between the two companies will turn Gaspetro into “a mere reflection” of Mitsui’s interests.

In view of the above, we request that you clarify whether the news is true, and, if veracity is conformed, please explain the reasons why you did not consider it a material fact.”

Clarification

Petrobras received a notification from the Secretary of Infrastructure of State of Bahia and, as already informed to this Secretary, clarifies that the possible sale of a 49% stake in Gaspetro, if settled, will not affect the control of the Bahia State in Bahiagás, as it will keep owning 51% of the voting shares.

Petrobras assures that this deal will not affect the rights guaranteed to the State of Bahia in Bahiagás Shareholders´ Agreement.