Material Fact – Petrobras approves corporate restructuring at Petrobras Distribuidora

Rio de Janeiro, August 25, 2017 – Petróleo Brasileiro S.A. – Petrobras informs that its Board of Directors approved the corporate restructuring of its wholly-owned subsidiary, Petrobras Distribuidora S.A. (BR), which will involve the following operations:

1. Capital contribution of Petrobras to BR, in the amount of approximately R $ 6.3 billion;

2. Corporate spin-off of BR, consisting of the separation of receivables held by BR arising from Debt Confession Agreements (CCDs) with the Eletrobras System, which have real guarantees (pledge of credits from the Energy Development Account-CDE) and Of the receivables held by BR with other companies of the Petrobras System. The spun-off portion will be merged into Downstream Participações Ltda. (“Downstream”), a wholly-owned subsidiary of Petrobras;

3. Incorporation of Downstream into Petrobras.

The funds generated by the capital contribution will be used in full for the prepayment of debts previously contracted by BR and guaranteed by Petrobras.

Due to the fact that this is a restructuring between companies whose entire share capital belongs to Petrobras, the operations will be carried out at book value based on an appraisal report, not having an impact on the result of the companies involved. The transaction also does not generate a material change in the shareholders’ equity of Petrobras and BR.

Information on receivables from the electricity sector is available in the consolidated financial statements (ITR) for the second quarter of 2017 of Petrobras, as described in note 7.4. “Accounts receivable – Electrical Sector (Isolated Energy System)”, and in the individual financial statements for the year 2016 of BR, according to explanatory note 7.2 “Composition – Electrical Sector (Isolated System)”.

These operations are still subject to approval by the BR General Shareholders’ Meeting and the Downstream Members Meeting, as well as to the manifestation of the Secretariat of Coordination and Governance of State Enterprises (SEST), pursuant to Decree 9,035 / 2017. The merger of Downstream will still be subject to deliberation by the relevant corporate bodies.

Categories: Petrobras

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