Rio de Janeiro, October 21, 2015 – Petróleo Brasileiro S.A. – Petrobras hereby responds to Official Letter 420/2015/CVM/SEP/GEA-1 requesting clarifications, as transcribed below:

Official Letter 420/2015/CVM/SEP/GEA-1

“We refer to the news item published today in the Empresas (Companies) section of Valor Econômico newspaper, entitled: Ação judicial questiona venda de 49% da Gaspetro para Mitsui (Lawsuit questions sale of 49% of Gaspetro to Mitsui), which states, among other matters, that:

Negotiations between Petrobras and Mitsui regarding a 49% interest in Gaspetro, which unites the Brazilian company’s gas distribution assets, are the subject of a lawsuit which may jeopardize a deal worth approximately R$2 billion. Last week, Termogás, entrepreneur Carlos Suarez’s holding company, obtained an injunction from the 14th Civil Court of Brasilia obliging Petrobras to report details of the negotiations with Mitsui involving Gaspetro.

The injunction obliges Gaspetro to supply Termogás with “all existing documents related to the negotiation of the sale” of Petrobras’ shares to Mitsui. A request for the application of a daily fine of not less than R$50,000 until Petrobras provided said documents was not granted. The state-owned company has five days to file an appeal, beginning on October 15. Despite being contacted, Petrobras has not yet made any comment on the matter.

Termogás unites the interests of Suarez, a founding partner of OAS, in eight state-owned gas distributors, in six of which his company is a partner – Gasmar (MA), Gaspap (AP), CEBGAS (DF), Rongás (RO), Gaspisa (PI) and Agência Goiana de Gás Canalizado (Goiagás).

In the text of the provisional remedy with request for documents, Termogás states that it has the right of first refusal to acquire the Petrobras subsidiary’s interest in CEBGAS, the Federal District concessionaire, and that this right is not being respected, given that it does not have access to information needed to evaluate the business. The injunction was filed shortly after the Bahia State Government had notified Petrobras of the existence of a shareholders’ agreement giving the State veto power and the right to appoint management positions at Bahiagás, in which Gaspetro holds a 41.5% interest.

Mitsui is already a partner in eight Brazilian gas distributors and is negotiating the acquisition of a 49% interest in the holding company which will unite Petrobras’ interests in 20 state-owned gas distributors, thereby expanding the Japanese firm’s presence in the distribution sector.

In the injunction request to which Valor has had access, Termogás informed the court that it had notified Gaspetro on June 16 to “ensure the right of first refusal in any negotiation directly or indirectly affecting its interest in CEBGAS”, adding that Gaspetro had “expressly denied” that it was in negotiations and had “acknowledged the validity and scope of the shareholders’ agreement.”

With the progress of the negotiations and given that Mitsui’s offer was higher than that of the Chinese-owned Beijing Gas, Petrobras published a material fact confirming that it was in the final stages of negotiations with the Japanese firm, which is mentioned in the petition.

Termogás’ lawyers claim that the CEBGAS shareholders’ agreement has strict rules governing the transfer of shares which prevent the sale, assignment, transfer or any other form of share disposal “without offering preemptive rights, on equal terms, to the other shareholders” proportional to their respective shareholding positions.

The petition also states that the agreement “envisages that third parties who eventually become holders of CEBGAS’ shares, regardless of the type of security through which they became shareholders, should adhere to the shareholders’ agreement, prior to the transfer of shares.” Another clause also covers the indirect disposal of shares.

Given the above, we would like you to confirm if the content of this news item is in fact true and, if so, why such information was not deemed to constitute a material fact.”

Clarification

The judgment of the 14th Civil Court of Brasilia granted an injunction for precautionary action proposed by Termogás so that Gaspetro provides documents related to trading this company’s shares owned by Petrobras.

Up to now, Gaspetro has not been notified of this decision. Nevertheless, Petrobras ensures that the possible sale of the interest in Gaspetro does not affect the rights assured by the CEBGAS shareholders’ agreement and it that it will take all the necessary steps to defend its rights.

As announced in September 22nd, 2015, The conclusion of the deal is subject to the approval of its final terms and conditions by Petrobras Executive Board and Board of Directors, as well as by Brazilian regulatory authorities.