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Annual General Meeting Extraordinary General Meeting

MESSAGE FROM THE CEO

Dear Shareholders and Investors,

We have achieved in 2012 a net income of R$ 21 billion. This result, 36% below 2011 net income, is derived from the oil product imports growth at higher prices, the depreciation of the Real, which impacts both our financial results and operating costs, and the increase in non-recurring expenses such the write-off of dry wells. Contributing to the lower income was the daily production of oil in Brazil, which although within our target range according to PNG 2012-2016, was 1,980 kbpd, 2% lower than 2011.

In Downstream, the domestic production reached 1,997 kbpd, an increase of 5% over 2011. Improved operating efficiency (96% utilization factor) was responsible for the higher output, leading to record processing and reduced import needs. Natural gas consumption increased to 74.9 million m³/d, up 22% from the prior year, due to increased demand from thermoelectric power plants. Demand reached 89.4 million m³/d in the fourth quarter, as a result of record daily energy generation (5,883 MW on November 26), with domestic gas deliveries (49.6 million m³/d on October 11), reducing the need to import LNG and Bolivian gas.

Despite the adversities faced by Petrobras in 2012, I would like to reiterate my strong belief in the Company’s medium and long-term prospects. This Administration fully recognizes the difficulties and is working ceaselessly to overcome them. Following an extensive and detailed diagnosis of our operating problems, we defined priorities and implemented short and medium-term structuring initiatives to improve our financial and economic results. The Operating Cost Optimization Program (Procop), the Program to Increase the Operating Efficiency of the Campos Basin (Proef), the Divestment Program (Prodesin) and the Logistics Infrastructure Optimization Program (Infralog) are examples of these initiatives, which have built-in goals and indicators established by various working teams and approved by the Executive Board, and are currently being intensely monitored by top Management.

The positive results are already measurable. The Proef has already begun to reverse the sharp drop in the efficiency of the Campos Basin Operational Unit, which fell to as low as 67% in April of 2012 when the program was implemented, but improved to 78% in December; the Procop established 515 cost reduction initiatives that will generate savings of R$ 32 billion between 2013 and 2016; and Infralog will rationalize the port, airport, pipeline and terminal project portfolios in order to meet expected oil and oil products output and market demand by 2020.

These new processes are now part of our daily routine and dialogue. I would like to highlight the Executive Board meetings, which are now held twice weekly to focus on the physical and financial monitoring of the principal projects in our investment plan. We have also implemented a number of important structural and organizational changes throughout the Company during 2012, enhancing efficiency, while at the same time promoting needed administrative changes. We are fully aware that only the constant pursuit of efficiency will allow us to achieve permanent gains that will improve the Company’s long term profitability, which is this Administration’s primary objective.

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Annual General Meeting Extraordinary General Meeting

In 2013, we can only expect to maintain the current level of oil production. This is because of the concentration of scheduled maintenance stoppages of platforms that is needed in the first half of the year. Eventually offsetting the impact of the maintenance will be six new platforms to begin operations in the Sapinhoá, Baúna and Piracaba, Lula Nordeste, Papa-Terra and Roncador fields. These will contribute to growing production in the second half of the year, with the surge of output expected to continue into 2014. We will maintain the pace of our investments, which are estimated at R$ 97.6 billion in 2013, mostly allocated to oil and gas exploration and production in Brazil.

I am determined, together with the Executive Board and its leadership, to consolidate a process of improving management. Guided by transparency and pragmatism, we will continue to devote all our knowledge and efforts to achieving the goals of our Business and Management Plan, thereby generating more value for our shareholders and investors.

Maria das Graças Silva Foster
CEO of Petrobras

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INVITATION

Date: April 29, 2013

Time: 3PM

Address: auditorium of the Company’s head office at Avenida República do Chile 65, 1st floor, in the city of Rio de Janeiro

Agenda items:

Ordinary General Meeting

Extraordinary General Meeting

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Petróleo Brasileiro S.A. - PETROBRAS
Open Capital Company

CNPJ/MF no 33.000.167/0001-01

NIRE no 33300032061

CALL FOR MEETING

The Board of Directors of Petróleo Brasileiro S.A. - Petrobras calls the Company’s shareholders for the Ordinary and Extraordinary General Meetings to be held at April 29, 2013, at 03:00 pm, at the auditorium of the Headquarter Building at Avenida República do Chile 65, 1^st floor, in the city of Rio de Janeiro (RJ), to discuss the following matters:

Ordinary General Meeting

Extraordinary General Meeting

I. Increase of the Capital Stock by acquisition of part of the fiscal incentive reserve comprised in the year of 2012, in the amount of R$ 19 million, in compliance with article 35, paragraph 1, in Ordinance n°2.091/07 of the National Integratio n State Minister, increasing the capital stock from R$ 205,392 million to R$ 205.411 million, without changes to the number of common and preferred shares, as provided for in article 40, item III, in the Company’s Articles of Incorporation, and the subsequent amendment to the wording in article 4 in the aforementioned Articles of Incorporation.

The minimum percentage in the capital stock required for the request to adopt the cumulate voting for the election of the members in the Board of Directors in the General Meeting is of 5% (five percent) of voting capital, as provided for in the CVM Instruction n° 282, as of 6-26-1998. The option to request for the adoption of the cumulate voting procedure may be enforced as provided for in § 1 in article 141 in Act 6.404, as of 12-15-1976.

Shareholders holding preferred shares who are entitled to elect in the General Meeting, in a separate ballot, a representative for this class of shares for a member of the Board of Directors, will represent, at a minimum, 10% (ten percent) of the capital stock, besides to evidence the uninterrupted ownership of the equity interest as of January 29^th, 2013.

The person attending the meeting must submit evidence of his condition of shareholder, as provided for in article 126 of Law 6.404, of Dec 15, 976. If If it is the intention of the shareholder to be represented in the meeting, he will have to comply with the requirements of paragraph 1, article 126 of said Law and the article 13 of Petrobras by-laws, upon submission of the following documents:

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It is requested that the shareholders represented by attorneys-in-fact submit the aforementioned documents, at the latest two working days before the meeting, in room 1002 (Shareholder Assistance) in the company’s headquarters. For those submitting the documentation on the day of the Meetings, the Company informs that it will be available to receive the documentation starting at 11 am, at the meetings venue.

The exercise of the right to vote in the event of loan of shares will be entitled to the borrower, except if otherwise provided in the agreement entered by the parties.

Furthermore, shareholders may also choose to vote in the matters contained in this Notice upon the use of public request of a power of attorney, pursuant to CVM Instruction 481, as of December 17^th, 2009.

The acceptance of electronic powers of attorney shall be done by means of the Online Meetings platform, at the web address www.assembleiasonline.com.br. To this and for such purpose, it is necessary that shareholders register in this platform.

It will be at the shareholders’ disposal, as of March 26^th, in room 1002 (Shareholder's Support Service) at the Company’s Headquarter, and at the Company's web site (http://www.petrobras.com.br/ri) and at the Securities Commission’s web site (http://www.cvm.gov.br), all the relevant documentation regarding the matters to be resolved in these Ordinary and Extraordinary General Meetings as provided for in article 133, in Act 6.404, as of 12-15-1976 and in CVM Instruction 481, as of December 17^th , 2009.

Rio de Janeiro, March 15^th, 2013.

Guido Mantega
Chairman of the Board of Directors

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Annual General Meeting Extraordinary General Meeting

INFORMATION TO VOTE

To vote in general meetings of companies and funds, the first step is to click in www.assembleiasonline.com.br/wfPublicaCadastroAcionistas.aspx and register.

After registering at ‘Assembleias Online’, you will receive an automated message containing the Instrument of Agreement, Ownership and Liability, which must be signed, notarized and consularised, and a list of documents that must be provided so that your registration can be validated.

Once your registration is validated, you will receive an email with instructions to issue your Private Digital Certificate. The Private Digital Certificate will be issued by Certisign, exclusive partner of VeriSigN in Brazil and leader in the segment.

As soon as companies or funds that you invest in publish their call notices, you will be notified by email.

After you log in on the website www.onlinegeneralmeetings.com, you select the general meeting you want. After analyzing the documents available and the management proposals, you must vote on each of the agenda items (in favor, against or abstention).Your part in the voting process ends here.

Once your vote is validated, it will be computed to the respective meeting and a receipt of your vote will be sent to your email. For increased security and integrity, ‘Assembleias Online’ has hired Ernst & Young to review the environment of internal controls to further improve them.

In order to facilitate and encourage shareholders with voting rights to participate, the Company will allow shareholders to vote on the items that appear in the General Meeting Notice over the Internet by using the public request for proxies, as per CVM ruling 481, published on December 17 ^th 2009.

The electronic proxies will be received via the Online Meeting platform, at www.assembleiasonline.com.br. Shareholders must register in the platform as soon as possible in order to use it. The data used in the previous General Meeting will remain in effect. The proxy, showing the shareholder’s voting intention (electronic voting), must be sent through the system between April 11^th and April 28^th, 2013. For more details on how to vote via the Online Meeting Platform, read the Manual that has been posted on our website.

This proxy is valid only for the Annual General Meeting / Extraordinary Meeting to be held on April 29 ^th, 2013.

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Ordinary and Extraordinary General Meeting

Public Power of Attorney Request

Rio de Janeiro, March 26^th, 2013, Petróleo Brasileiro S.A. – Petrobras hereby invites its shareholders to attend its Ordinary and Extraordinary General Meeting, to be held on April 29^th, 2013, at 3.00 p.m., in order to resolve on the matter in the Notice for General Meeting.

With a view to enable and stimulate the participation of the shareholders with a right to vote, the Company provides, through the world wide web, with the possibility for the shareholders to vote on the matter in the Notice for General Meeting, through the use of public power of attorney request, as per CVM Instruction 481 issued on December 17^th, 2009.

The receipt of electronic powers of attorney will be by means of the platform Assembleias Online, available at www.assembleiasonline.com.br. For such, it is necessary that the shareholders make their registration in this platform as soon as possible, and the registrations made for the last Meeting remain valid. The power of attorney, which has the shareholder’s voting intention (electronic vote), must be sent through the system between April 11^th and April 28^th, 2013.

The electronic participation at the Ordinary and Extraordinary General Meetings is not available for the ADR’s holders.

Please refer to the information on how to vote through the Assembleias Online system on the Investor Relations website via Financial Results and Disclosures and Meetings.

With such alternative, Petrobras seeks to reinforce its commitment to adopting the best Corporate Governance practices and transparency.

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Annual General Meeting Extraordinary General Meeting

ORDINARY GENERAL MEETING

PRESENTATION TO SHAREHOLDERS

ITEM I

THE MANAGEMENT REPORT, FINANCIAL STATEMENTS AND
FISCAL BOARD’S REPORT OF FISCAL YEAR OF 2012

Dear Shareholders,

The Management Report, Financial Statements and Fiscal Board’s Report of fiscal year of 2012 is available in Petrobras website:

http://www.investidorpetrobras.com.br/en/financial-results/4q12.htm

Rio de Janeiro, March 26^th , 2013.

Maria das Graças Silva Foster
CEO

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Annual General Meeting Extraordinary General Meeting

ORDINARY GENERAL MEETING

PRESENTATION TO SHAREHOLDERS

ITEM II

CAPITAL BUDGETING FOR 2013

Dear Shareholders,

The capital budgeting for 2013 includes total investments of BRL 66,920,847,184.00 (sixty six billion, nine hundred twenty million, eight hundred forty seven thousand, one hundred eighty four Reais), out of which BRL 66,873,547,184.00 (sixty six billion, eight hundred seventy three million, five hundred forty seven thousand, one hundred eighty four Reais) of Direct Investments and BRL 47,300,000.00 (forty seven million, three hundred thousand Reais) of Financial Investments (capital disbursement for other companies).

These investments will consist of BRL 15,780,761,621.00 (fifteen billion, seven hundred and eighty million, seven hundred sixty one thousand, six hundred and twenty one Reais) from third-party funds and BRL 51,140,085,563.00 (fifty one billion, one hundred forty million, eighty five thousand, five hundred sixty three Reais) of the Company’s own funds, mainly coming from its operating income.

Out of the Company’s own funds considered in the schedule, BRL 51,092,785,563.00 (fifty one billion, ninety two million, seven hundred eighty five thousand, five hundred sixty three Reais) are earmarked for Direct Investments and BRL 47,300,000.00 (forty seven million, three hundred thousand Reais) for Financial Investments (capital disbursement for other companies). Relating to third-party funds, the amount of BRL 15,780,761,621.00 (fifteen billion, seven hundred and eighty million, seven hundred sixty one thousand, six hundred and twenty one Reais) are earmarked for Direct Investments.

From the total investments, 60.06% are earmarked for the Exploration & Production, 30.45% for the Downstream, 7.32% for the Gas & Energy and 2.17 % for other business segment.

Therefore, based on Article 196, Act no. 6.404, dated December 15^th, 1976 (amended by Act no. 9.457, dated May 5^th , 1997), ratified by Act no. 10.303/2001, the Board of Directors of PETROBRAS is proposing to this Annual Shareholders' Meeting, with favorable opinion of the Fiscal Committee, the approval of the Capital Budgeting for 2013, amounting to BRL 66,920,847,184.00 (sixty six billion, nine hundred twenty million, eight hundred forty seven thousand, one hundred eighty four Reais)

Rio de Janeiro, March 26^th, 2013.

Maria das Graças Silva Foster
CEO

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Annual General Meeting Extraordinary General Meeting

ORDINARY GENERAL MEETING

PRESENTATION TO SHAREHOLDERS

ITEM III

2012 FINANCIAL YEAR RESULTS DESTINATION

Dear Shareholders,

Petrobras accounts statement regarding the financial year, which ended on the 31^st December 2012, shows a net profit of R$ 20,894,905,121.60 (twenty billion, eight hundred ninety four million, nine hundred and five thousand, one hundred twenty one and sixty cents, Brazilian Real) including the provisioning of results and profits to be distributed by the employees, of R$ 815,494,000.00 (eight hundred and fifteen million and four hundred and ninety four thousand Brazilian Real), in accordance with the provisions of the law.

According to the Law No. 6,404/76, changed by Laws 9,457, of 05.05.1997, and 10,303, of 10.31.2001, and to the Company's bylaws, the Board - with the favorable opinion of the Fiscal Board - herein proposes that the above mentioned profit - following the adjustments foreseen in section 202 of the Law No. 6,404/76 - is aimed, as follows: R$ 8,875,914,523.23 (eight billion, eight hundred and seventy five million, nine hundred and fourteen thousand, five hundred twenty three and twenty three cents, Brazilian Real) for the payment of dividends to the shareholders, corresponding to 44.73% of the basic profit for the purpose of dividend to R$ 0.47 (forty seven cents) per ordinary and R$ 0.96 (ninety six cents) per preferred share, considering the number of shares at shareholding position date considered for distribution.

This dividend is being proposed as interest on own capital, subject to the withholding of income tax withheld at source of fifteen percent (15%), except for exempt shareholders. The following aspects were taken into consideration for making this proposal:

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• R$ 2,608,899,386.00 (two billion, six hundred and eight million, eight hundred and ninety nine thousand, three hundred and eighty six Brazilian Real), made available on the 05.31.2012 and equivalent to R$ 0.20 (twenty cents) per share, referring to the installment of interest on own capital, based on the shareholding status on the 05.11.2012, approved by the Board on the 04.27.2012. 
   

Annual General Meeting Extraordinary General Meeting

The Board also proposes the approval of the dividend installment - under interest on own capital - of R$ 0.47 (forty seven cents of Brazilian Real) per common share and R$ 0.96 (ninety six cents of Brazilian Real) per preferred share, following the Company's by-laws.

Rio de Janeiro, March 26^th, 2013.

Maria das Graças Silva Foster
CEO

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APPENDIX I

DISTRIBUTION OF NET INCOME

CVM INSTRUCTION N^o 481, 17^th December 2009

(APPENDIX 9-1-II)

1 – Inform the net income for the period.

R - R$ 20,894,905,121.60

2 – Inform the global amount and the amount per share of the dividends, including anticipated dividends and interests on own capital already stated

4 – Inform the global amount and value per share of the dividends distributed based on income of previous years:

R – Not applicable

5 – Inform, after deduction of the anticipated dividends and the interests on own capital already stated:

a. The gross amount of dividends and interests on own capital, separately, per type and class of shares

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b. The form and deadline for payment of dividends and interests on own capital

R – The payment of final portion of dividends, in the form of interests on own capital, will be available in two installments, the first on 05.29.2013 and the second on 08.30.2013.

c. Possible incurrence of inflation adjustment and interest on the dividends and interests on own capital

R – The portion of dividends (as interests on own capital) distributed in advance in 2012 will be deducted from the proposed dividends for this period, adjusted by SELIC rate from the date of payment until December 31^st, 2012.

The final portion of dividends (as interests on own capital) will be adjusted for inflation, from December 31^st, 2012 to the initial date of payment, according to the variation of SELIC rate.

d. Statement date for payment of dividends and interests on own capital, considered for the identification of the shareholders entitled to receive them

(*) OGM – Ordinary General Meeting

6 – If there have been statements of dividends and interests on own capital based on income calculated on mid-term balance sheets, or drawn up in shorter periods:

a. Inform the amount of dividends and interests on own capital which have already been stated

b. Inform the date of the respective payments

The Company paid on 05.31.2012.

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7 – Provide a comparative table indicating the following values per shares for each type and class:

a. Financial year net income and the one regarding the three (3) previous years

b. Dividend and interest on own capital distributed on the 3 (three) previous financial years

* Considering the number of shares of the date of the equity position used for distribution.

8 – If there is allocation of income to legal reserve

a. Identify the amount to be allocated to legal reserve

R - R$ 1,044,745,256.08

b. Detail the legal reserve calculation method

9 – If the Company has preferred shares which entitle its holders to fixed or minimum dividends

a. Describe the calculation formula for fixed or minimum dividends

Petrobras By-laws, section 5, paragraph 2, sets forth the priority on receiving dividends attributed to preferred share at a minimum of 5% (five per cent) calculated over the capital share represented by the preferred share or of 3% (three per cent) of the net asset value, the higher prevails.

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b. State whether the profit of the fiscal year is sufficient for full payment of fixed or minimum dividends

R – Yes.

c. Identify if any unpaid portion is cumulative

R – Not applicable

d. Identify the global amount of fixed or minimum dividends to be paid to each class of preferred shares

R- R$ 5,377,961,076.49

e. Identify the fixed or minimum dividends to be paid to each class of preferred share.

R – R$ 0.96 per share

10 – In relation to the mandatory dividend

a. Describe the calculation method set forth in the of Petrobras’ By-Laws

R - Each financial year, shareholders shall be entitled to dividends and/or equity interests, which shall not be less than 25% (twenty five per cent) of the adjusted net income, following the provisions set forth in Article 8 of of the By-Laws, apportioned by the shares into which the company's capital is divided.

b. Inform whether it is being paid in full

R – Yes..

c – Inform the amount eventually withheld

R- Not applicable

11 – If there is withholding of the mandatory dividend due to the Company's financial condition

R- Not applicable

12 – If there is allocation of income for the contingencies reserve

R- Not applicable

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13 – If there is allocation of income for reserve of realizable profits reserve

R- Not applicable

14 – If there is allocation of income for statutory reserves

a. Describe statutory provisions foreseeing the reserve

Following the article 55 of the By-Laws, Petrobras shall allocate, from the net income on the Annual Balance Sheet, the portion of 0.5% (zero point five percent) on the paid in capital, in order to create the special reserve, allocated to finance the research and technical development programs of the Company.

b. Identify the amount allocated to the reserve

R - R$ 1,026,960,683.61

c. Describe how the amount was calculated

15 – If there is withholding of income provided for in the capital budget

a. Identify the withheld amount

R – R$ 9,939,101,192.04

b. Provide a copy of the capital budget

R – The capital budget is available on iten 2 of Presentation to Shareholders

16 – If there is allocation of income for the tax incentive reserve

a. Inform the amount allocated to the reserve

R – R$ 18,768,508.11

b. Explain the nature of the allocation

R – Income Tax Incentives (SUDENE and SUDAM) upon deposits for reinvestments upon depreciation of fixed assets.

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ORDINARY GENERAL MEETING

PRESENTATION TO SHAREHOLDERS

ITEM IV

ELECTION OF THE BOARD MEMBERS

Dear shareholders,

The election of the Board Members, following the provisions set forth in the Company's Bylaws, shall be approved during this Ordinary General Meeting.

Considering the above mentioned election, the controlling shareholder indicates the names as follows: Guido Mantega, Maria das Graças Silva Foster, Luciano Galvão Coutinho, Francisco Roberto de Albuquerque, Márcio Pereira Zimmermann, Sergio Franklin Quintella and Miriam Aparecida Belchior.

As provided for in CVM Instruction under no. 481/2009, there might be nomination of candidates for filling the positions of non-controlling shareholders in the Company’s Board of Directors, by means of public proxy solicitation. The information on eventual candidates is made available through the Assembleias Online platform, using the following url: www.assembleiasonline.com.br.

Please find attached the Appendix I regarding the data referring to the persons indicated above, following the items 12,6 to 12,10 of the Reference Form (Art. 10 of CVM 481 Instruction).

Rio de Janeiro, March 26^th, 2013.

Maria das Graças Silva Foster
CEO

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APPENDIX I

Information concerning the members nominated to the Board of Directors

GUIDO MANTEGA - Mr. Mantega has been our Chairman of the board of directors since March 19, 2010 after being a member of this board since April 3, 2006. He is also a member of the board of directors of Petrobras Distribuidora S.A.—BR. Mr. Mantega was appointed a member of the Remuneration and Succession Committee of our board of directors on October 15, 2007.

Mr. Mantega has been Brazil’s Minister of Finance since March 28, 2006, and also a member of the Conselho de Desenvolvimento Econômico e Social—CDES (Economic and Social Development Council), an advisory body to the Brazilian federal government. He served as chairperson of the Group of 20 Finance Ministers and Central Bank Governors (G-20) in 2008. Mr. Mantega has also held the posts of Brazil’s Minister of Planning, Budget and Management and of president of the Banco Nacional de Desenvolvimento Econômico e Social—BNDES (Brazilian Development Bank).

He received a bachelor’s degree in economics from the Escola de Economia, Administração e Contabilidade—FEA (School of Economy, Administration and Accounting) at the Universidade de São Paulo—USP (University of São Paulo) in 1971, and a Ph.D. in development sociology from the Faculdade de Filosofia, Letras e Ciências Humanas—FFLCH (School of Philosophy, Literature and Human Sciences) at USP, and completed specialized studies at the Institute of Development Studies—IDS at the University of Sussex, England in 1977.

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MARIA DAS GRAÇAS SILVA FOSTER - Holds since February 13, 2012, the positions of Member of Board of Directors and CEO of Petróleo Brasileiro S.A. - Petrobras. She is a member of the Boards of Directors of Petrobras Distribuidora – BR and Petrobras Biocombustível S.A. - PBIO. She is the President of the Board of Directors of Petrobras Transporte S.A. - Transpetro and Petrobras Gás S.A. - Gaspetro. She is the President of the Board of Directors of Instituto Brasileiro de Petróleo, Gás e Biocombustíveis – IBP. On July 23, 2012, she was appointed by the Board of Directors of Petrobras to also hold the position of Officer of Petrobras' International Area, cumulatively with the position of CEO of the Company.

From September 2007 to February 2012, she was the Director of the Business Area of Gas and Energy of Petrobras and, from May 2006 to September 2007, she held the position of President of Petrobras Distribuidora S.A., having accumulated this position with that of Financial Officer of the Company. Previously, she was the CEO of Petrobras Química S.A. -Petroquisa, which position she assumed in September 2005 having accumulated, in this period, the Board of Investors Relations of the same Company. Simultaneously, she held the position of Executive Manager of Petrochemicals and Fertilizers, linked to the Supply Board of Petrobras.

Maria das Graças Silva Foster held the position of Secretary of Petroleum, Natural Gas and Renewable Fuels of the Ministry of Mines and Energy from January 2003 to September 2005. During this period, she also held, through Presidential Decrees, the positions of Interministerial Coordinator of the Program of the Federal Government of Production and Use of Biodiesel and Executive National Secretary of the Federal Government Program of Mobilization of the National Oil Industry - Promimp. Previously, she held management positions in the Business Unit of Natural Gas and the Research & Development Center Leopoldo Miguez de Mello (Cenpes), Petrobras and Transportadora Brasileira do Gasoduto Bolívia-Brasil (TBG).

She was the President of Petrobras Gás S.A. - Gaspetro and the Boards of Directors of Transportadora Brasileira Gasoduto Bolívia-Brasil S.A. - TBG and Transportadora Associada de Gás S.A. - TAG and member of the Boards of Directors of Petrobras Transporte S.A. -Transpetro, Petrobras Biocombustível S.A. - PBIO and Instituto Brasileiro de Petróleo, Gás e Biocombustíveis - IBP. She was the President of the Board of Directors of Liquigás Distribuidora S.A. and member of the Boards of Directors of Braskem S.A., Petroquímica União S.A. and Rio Polímeros S.A.

In March 2013, she was honored as one of the Top 10 Managers of Companies in Brazil, promoted by Egon Zehnder and the newspaper Valor Econômico.

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In December 2012, she received the Engineer of the Year medal of Minas Gerais Society of Engineers and the titles of Person of the Year 2012 - ABIMAQ Award, and Entrepreneur of the Year 2012 - Annual Award of IstoÉ Dinheiro Magazine (Publishing Três), granted to prominent entrepreneurs. Also in 2012, she was elected by Fortune magazine as one of most powerful women in the business world, occupying first place in the global ranking of executives that work outside the United States. In the same year, she also appeared in two other major rankings: the one of Forbes magazine as the 20th most powerful woman in the world and Time magazine as one of the 100 most influential people in the world. In November 2012 she received the Pedro Ernesto Medal for Merit, from the Municipality House of Representatives of Rio de Janeiro, and the Medal "Legislature Merit" in Municipality House of Representatives of Brasilia/DF and in April 2012, the Medal of Conspiracy (Great Medal), the most important award of the Government of the State of Minas Gerais granted to personalities who distinguished for their contributions to the cultural, economic and social development of the State of Minas Gerais and Brazil.

In 2011, she was honored, as proposed by the Council of the Order of Naval Merit to the Presidency of the Republic, with the Degree of Commander of the Supplemental Table of the Order of Naval Merit, and was among the 15 top managers in Brazil according to the ranking organized by newspaper Valor Econômico in partnership with the company for selection of executives Egon Zehnder. In the same year, she attended the event "Women at the Top", organized by Financial Times, which met in China, executives who have stood out in their business areas in different parts of the world.

In 2010, Maria das Graças Silva Foster was included in two important international rankings as one of the 10 most powerful executives in Latin America by America Economia magazine, and as one of the 50 women rising in the business worldwide, according to newspaper Financial Times.

In April 2009, she received Tiradentes Medal, the most important award offered by the Legislature of the State of Rio de Janeiro - Alerj, in recognition of her contribution to the development of the country and the State of Rio de Janeiro, as a professional of Petrobras.

In 2008 she received the title of "Finance Executive of the Year 2008" and the trophy "Equilibrista", of the Brazilian Institute of Finance Executives (IBEF/RJ) and was also honored with the award "Mulher de Negócios 2008", of Cláudia magazine, Brazilian publication dedicated to the female public.

In 2007, she was awarded the Degree of Commander of the Order of Rio Branco from the Ministry of Foreign Affairs of Brazil.

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For 32 years she has belonged to the staff of Petrobras. She majored in Chemical Engineering at Universidade Federal Fluminense and has a Master Degree in Chemical Engineering and Specialization in Nuclear Engineering at Universidade Federal do Rio de Janeiro (COPPE/UFRJ) and an MBA in Economics at Getulio Vargas Foundation in Rio de Janeiro.

LUCIANO GALVAO COUTINHO - Mr. Coutinho has been a member of our board of directors since April 4, 2008, and is also a member of the board of directors of Petrobras Distribuidora S.A.—BR. He has been the President of the Banco Nacional de Desenvolvimento Econômico e Social—BNDES (Brazilian Development Bank) since April 27, 2007. In addition, Mr. Coutinho is a member of the board of directors of Vale S.A., a member of the Curator Committee for the Fundação Nacional da Qualidade—FNQ (Brazilian Quality Foundation), member of the Conselho Nacional de Desenvolvimento Industrial – CNDI (National Council for Industrial Development) and the BNDES representative at the Fundo Nacional de Desenvolvimento Científico e Tecnológico—FNDCT (Brazilian Fund for Scientific and Technological Development).

Mr. Coutinho has a Ph.D. in economics from Cornell University, a master’s degree in economics from the Instituto de Pesquisas Econômicas—Fipe (Institute of Economic Research) at the Universidade de São Paulo—USP (University of São Paulo), and a bachelor’s degree in economics from USP.

FRANCISCO ROBERTO DE ALBUQUERQUE - Mr. de Albuquerque has been a member of our board of directors since April 2, 2007, and he is also a member of the board of directors of Petrobras Distribuidora S.A.—BR. He has been a member of the Audit Committee and the Remuneration and Succession Committee of our board of directors since April 13, 2007, and October 15, 2007, respectively.

He earned a bachelor’s degree in military sciences from the Academia Militar das Agulhas Negras—AMAN (Agulhas Negras Military Academy) in Resende, in the State of Rio de Janeiro, in 1958, and in economics from the Faculdade de São Paulo (São Paulo College) at Fundação Álvares Penteado (Álvares Penteado Foundation) in 1968. He has a master’s degree in military sciences from the Escola de Aperfeiçoamento de Oficiais—EsAO (Advanced Military School) in 1969, and a Ph.D. in military sciences from the Escola de Comando e Estado-Maior do Exército—ECEME (Military Officer Training School) in Rio de Janeiro in 1977.

MARCIO PEREIRA ZIMMERMANN - Mr. Zimmermann has been a member of our board of directors and is also a member of the board of directors of Petrobras Distribuidora S.A. – BR since March 22, 2010. He has been the President of the Remuneration and Succession Committee of our board of directors since April 29, 2010. Mr. Zimmermann is currently the Executive Secretary (Deputy Minister) of the MME, where he previously served as Minister, Executive Secretary and Secretary for Energy Planning and Development.

23

Annual General Meeting Extraordinary General Meeting

Mr. Zimmermann is also the Chairman of the board of directors of Centrais Elétricas Brasileiras—Eletrobrás, where he previously served as the Engineering Executive Officer, and was the Chairman of the board of directors of Furnas Centrais Elétricas S.A. He has been a member of the CNPE since February 2009. He was also the Energy Production and Commercialization Executive Officer and Technical Executive Officer of Eletrosul Centrais Elétricas S.A., and the Research and Development Executive Officer of Centro de Pesquisas de Energia Elétrica—CEPEL (Electrical Energy Research Center).

Mr. Zimmermann holds a bachelor’s degree in electric engineering from the Pontifícia Universidade Católica do Rio Grande do Sul – PUC-RS (Pontifical Catholic University of Rio Grande do Sul), a post-graduate degree in power systems engineering from the Universidade Federal de Itajubá and a master’s degree in electrical engineering from the Pontifícia Universidade Católica do Rio de Janeiro – PUC-Rio (Pontifical Catholic University of Rio de Janeiro).

SERGIO FRANKLIN QUINTELLA - Mr. Quintella has been a member of our board of directors since April 8, 2009, and is also a member of the board of directors of Petrobras Distribuidora S.A.—BR. He has been a member of the Audit Committee of our board of directors since November 13, 2009 and was appointed its president on November 11, 2011. He is vice president of Fundação Getúlio Vargas—FGV. He was member of the board of directors of the Banco Nacional de Desenvolvimento Econômico e Social—BNDES (Brazilian Development Bank) from 1975 to 1980, member of the National Monetary Council from 1985 to 1990, and president of the Tribunal de Contas (Court of Auditors) of the State of Rio de Janeiro from 1993 to 2005, and member of the board of directors of Tele Norte Leste Participações S.A. and of BSM Engenharia S.A.

Mr. Quintella holds a degree in civil engineering from the Pontifícia Universidade Católica do Rio de Janeiro—PUC-Rio (Pontifical Catholic University of Rio de Janeiro) in economic engineering from the Escola Nacional de Engenharia (National Engineering School) and in economics from the Faculdade de Economia do Rio de Janeiro (College of Economics of Rio de Janeiro). He also holds a master’s degree in business from IPSOA Institute, in Turin, Italy and graduated from the Advanced Management Program at Harvard Business School. Mr. Quintella is currently a member of the council of PUC-Rio.

MIRIAM APARECIDA BELCHIOR - Is a member of the Board of Directors of Petrobras since July 22, 2011, and also a member of the Board of Directors of Petrobras Distribuidora S.A. -BR and the Board of Directors of the Economic and Social Development Bank (BNDES).

24

Besides, she was appointed as a member of the Environment Committee of the Board of Petrobras on December 22, 2011. She is the Minister of State for Planning, Budget and Management, a position she has held since January 1, 2011. Before that, since 2004, she assumed the Sub-headship of Articulation and Monitoring of Civil House of the Presidency of the Republic, responsible for articulating the government action and monitoring strategic projects, and has coordinated since 2007, the Growth Acceleration Program. From 1997 to 2002 she was the secretary of Administration and Administrative Modernization and later secretary of Social Inclusion and Housing of the Municipality Government of Santo André. She was also a director of Eletrobras from 2005 to 2010.

Miriam Belchior was a teacher at University of São Marcos from 1999 to 2002 and the Foundation for Research and Development of Administration, Accounting and Economics (FUNDACE), from 2001 to 2008. She is an engineer and has a master degree in Public Administration and Government by the School of Business Administration of São Paulo of Getulio Vargas Foundation.

The names indicated above:

• Have not been subject, for the past 5 years, to criminal conviction, conviction in an administrative procedure of the CVM and unappealable conviction, in the judicial or administrative sphere, which has suspended or invalidated the exercise of professional or commercial activity. 
   
• They do not have conjugal relations, steady union, or kinship susceptible to information according to item 12.9 of the “Formulário de Referência”. 
   
• They possess the following relation of subordination with the Company’s related parties.

25

ORDINARY GENERAL MEETING

PRESENTATION TO SHAREHOLDERS

ITEM V

ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

Dear Shareholders,

The election of the Chairman of the Board of Directors, according to what has been established in the Company’s Bylaws, will be approved in the course of the Ordinary General Meeting.

The controlling shareholder nominates Mr. Guido Mantega as Chairman of the Board of Directors.

Rio de Janeiro, March 26^th, 2013

Maria das Graças Silva Foster
CEO

26

ORDINARY GENERAL MEETING

PRESENTATION TO SHAREHOLDERS

ITEM VI

ELECTION OF MEMBERS TO THE FISCAL BOARD AND THEIR
RESPECTIVE SUBSTITUTES

Dear Shareholders,

The election of members to the fiscal board and their respective substitutes, according to what has been established in the Company’s Bylaws, will approved in the course of the Ordinary General Meeting.

The controlling shareholder nominates the following names to compose the Audit Committee and respective substitutes: Paulo José dos Reis Souza (substitute: Marcus Pereira Aucélio); Marisete Fátima Dadald Pereira (substitute: Ricardo de Paula Monteiro); Cesar Acosta Rech (substitute: Edison Freitas de Oliveira).

As provided for in CVM Instruction under no. 481/2009, there might be nomination of candidates for filling the positions of non-controlling shareholders in the Company’s Fiscal Council, by means of public proxy solicitation. The information on eventual candidates is made available through the Assembleias Online platform, using the following url: www.assembleiasonline.com.br.

Please find attached the Appendix I regarding the data referring to the persons indicated above, following the items 12,6 through 12,10 of the Reference Form (Art. 10 of CVM 481 Instruction).

Rio de Janeiro, March 26^th, 2013

Maria das Graças Silva Foster
CEO

27

APPENDIX I

Information about the members appointed for the Fiscal Board

CESAR ACOSTA RECH – Has been a permanent member of Petrobras’ Fiscal Board since 2008. He has a degree in economics by the Federal University of Rio Grande do Sul. Director of Department of Development Secretariat and Investment Promotion of Rio Grande do Sul from January 2013. In 2003 and 2004 held the title of Director of the Small and Medium-Sized Companies at the Ministry of Development, Industry and Foreign Trade – MDIC. He was the Administration and Finance Director of the Support Service to Micro and Small Companies –SEBRAE/National in the years 2005 and 2006. Fiscal Council at the National Bank for Economic and Social Development – BNDES for the period 2007/2008. From 2007 to 2012 hold the office of Institutional Relations Manager at the Brazilian Trade and Investment Promotion Agency - Apex-Brasil.

EDISON FREITAS DE OLIVEIRA – Has been an alternate member of Petrobras’ Fiscal Board since 2002. Currently, he holds the commissioned office of Special Internal Control Advisor of the Ministry of Mines and Energy. He has been secretary of Banco do Brasil Office and head of the Brazilian Central Bank president's Office for 17 years.

PAULO JOSÉ DOS REIS SOUZA - He has been a permanent member of Petrobras Fiscal Board since March 2012. He is currently holding the office of Program Director of the National Treasury Department since October 2011. In addition to this position, he served from 2003 to 2011, as the General Coordinator for the General Coordination of National Treasury Financial Planning. He holds a bachelor degree in Business Administration from Faculdade de Ciências Gerenciais da União de Negócios e Administração – UNA – Belo Horizonte/MG, and has also completed a post-graduation program in Public Policies and Governmental Management at

Fundação Escola Nacional de Administração Pública – ENAP – Brasília/DF and, in Public Sector Economics at Fundação Getúlio Vargas – FGV – Brasília – DF. Paulo Souza has served or is currently serving as a member of the fiscal councils at the following companies: Infraero S/A (Airport Infrastructure), SERPRO (Technology and Information System), Eletropaulo S/A (Electrical Power Distributor); Petrobras Distribuidora S/A (Fuel Distributor), INB - Indústrias Nucleares do Brasil S/A (Nuclear Fuel Production), and Banco do Brasil S.A.

28

MARCUS PEREIRA AUCÉLIO - Has been an alternate member of Petrobras’ Fiscal Board since 2012. He is currently the under-secretary of Fiscal Policy of the National Treasury Department, a title he has held since January 2007. From 2002 to 2006, he held the office of general coordinator of the Funds and Tax Operations Management General Coordination. He has a degree in Forest Engineering by the Universidade of Brasília, having completed his Executive MBA in Finance by the Brazilian Capital Market Institute and his graduate studies in Public Sector Economics by Fundação Getúlio Vargas - FGV. Marcus Aucélio has been a member in the Boards of the following companies: Banespa S.A. (Fiscal Board), Banco do Brasil S.A. (Fiscal Board), Caixa de Consórcios (Fiscal Board), Centrais Elétricas Brasileiras S.A. - Eletrobrás (board of directors) and Vale S.A. (Fiscal Board).

MARISETE FÁTIMA DADALD PEREIRA - Has been a permanent member of Petrobras’ Fiscal Board since 2011. Accountant, graduated by the University Vale do Rio dos Sinos - Sao Leopoldo - RS Has post-graduation studies in Accounting Sciences by the Universidade do Vale do Itajaí in 1990 and in Audit and Economic Sciences by the Universidade Federal de SC

– Florianópolis. Holds the office of head of the Economic Counsel of the Ministry of Mines and Energy since August 2006, where she has also held the office of special advisor to the Minister of Mines and Energy, from August 2005 to July 2006. She was the manager in the Economic-Finance department at Eletrosul Centrais Elétricas SA from 1987 to July/2005 and took on the office of Accounting and Tax expert at the David Rafael Blochtein’s Accounting and Tax Counsel for the period between 1973 and 1987.

RICARDO DE PAULA MONTEIRO - Has been an alternate member of Petrobras’ Fiscal Board since 2008. Economist, with a Master’s Degree in Systems and Applications Analysis and having a post-graduation by the Spatial Research Institute – INPE, he has held the office of Special Advisor to the State Minister of Mines and Energy since 2005. He has worked for 20 years as an economist at the Centrais Elétricas do Norte do Brasil – Eletronorte.

29

The names appointed hereinbefore:

• Have not been subject, for the last 5 years, to criminal conviction, conviction in a CVM administrative procedure and unappeallable conviction, within the judicial or administrative scope, which has suspended or disqualified them to perform any professional or commercial activity. 
   
• Do not have any marital relation, stable relation or relatives liable to information as provided for in item 12.9 in the Reference Form.

30

ORDINARY GENERAL MEETING

PRESENTATION TO SHAREHOLDERS

ITEM VII

ESTABLISHMENT OF THE COMPENSATION OF MANAGEMENT AND
EFFECTIVE MEMBERS OF THE FISCAL BOARD AS WELL AS THEIR
PARTICIPATION IN THE PROFITS PURSUANT TO
ARTICLES 41 AND 56 OF THE COMPANY’S BYLAWS.

Dear Shareholders,

Petrobras is making available a forecast of the compensation of management and effective members of the Fiscal Board for the current fiscal year.

The establishing of the compensation of management and effective members of the Fiscal Board, as well as their participation in the profits, in the form of articles 41 and 56 of the Company’s Bylaws will be approved at an Ordinary General Meeting.

Please find attached the Appendix I with the information regarding the compensation of management and effective members of the Fiscal Board in the last fiscal years and the forecast mentioned above for the current fiscal year, according o item 13 of the “Formulário de Referência” (Art.12 of CVM 481 Instruction).

Rio de Janeiro, March 26^th, 2013

Maria das Graças Silva Foster
CEO

31

iii. calculation and adjustment methodology of each one of the wages elements

• Wage or pro-labore fees (Christmas Bonus and Vacation) and Performance bonus: There is not a single methodology for calculation and adjustment, provided that it is taken into consideration other factors such as: negotiation with regulatory body, relevant legislation, market practices and the amount defined at the AGO. 
   
• PLR (Profit Share): For the calculation of the PLR it shall be taken into consideration the performance indicators negotiated with the Department of Coordination and Governance of Public Companies (DEST), relevant legislation, market practices and the amount defined at the AGO. In the 2010, 2011 and 2012 fiscal years, it was practiced, respectively the payment of 2.56 , 1.96 and 1.54 wages to the Chief Executive Officer and Officers, an amount which was defined by decision of the Board of Directors.

iv. reasons that justify the arrangement of the wages

The arrangement of wages of Petrobras administrators is defined taking into consideration the economic-financial results of the Company, as well as in recognition of the Company’s administrators and alignment with the wages practices applied by the market to companies of similar size of Petrobras.

c. main performance indicators that are taken into consideration for determining each wages element

d. how the wages is organized in order to reflect the evolution of the performance indicators

The wages is organized so that the Profit Share Plan (PLR) is associated to the compliance to the performance indicators negotiated with the Department of Coordination and Governance of Public Companies (DEST), such as: National Oil Processing – Brazil, Oil and Natural Gas Production – Brazil and unit Cost of extraction without government participation.

33

e.   how does the policy or wages practice align to the long, medium and short term interests of the Company

The wages of Petrobras administrators is defined by taking into consideration the economic-financial results of the Company, as well as in seeking the promotion of recognition of the administrators and the alignment to the long, medium and short term strategies of the Company, followed by the achievement of the goals defined by the Board of Directors and by indicators such as National Oil Processing – Brazil, Oil and Natural Gas Production – Brazil and unit Cost of extraction without government participation.

f.   existence of wages supported by subsidiaries companies, controlled companies, or direct or indirect controlling companies

Not applicable.

g.   existence of any wages or benefit associated to the occurrence of a determined corporate event, such as the disposal of the Company’s shareholders’ control.

Not applicable.

II- BOARD OF DIRECTORS:

a.   goals for the wages policy or practice

The fixed wages of the Executive Board consists of monthly fees defined yearly by the Ordinary General Meeting (AGO) in accordance with the provisions of Article 152 of LSA. The wages goals and practices aim to recognize and compensate the Company’s directors taking into consideration the responsibility, the time dedicated to the function, the competence and professional reputation, as well as the practices applied by the market for companies of similar size as Petrobras.

b.   wages composition::

i.   description of wages elements and its goals

• Fees: fixed monthly wages applied to the directors as retribution to the services rendered. 
   
• Direct and indirect benefits: aim at the life quality of the directors, including health care.

34

ii.   proportion of each element in the total wages

iii.   calculation and adjustment methodology of each one of the wages elements

The amount practiced corresponds to 10% (ten percent) of the monthly average fees received by the Executive Board and approved by the AGO, as provided for in Art. 152 and 145 of Law 6,404/76 and Law 9,292, de 07.12.96.

iv.   reasons that justify the arrangement of the wages

The amount/limit for the wages of members of the Board of Directors is defined by the AGO.

c.   main performance indicators that are taken into consideration for determining each wages element

Not applicable: fixed wages without an associated indicator.

d.   how is wages structured in order to reflect the performance indicators

Not applicable.

e.   how does the policy or wages practice align to the long, medium and short term interests of the Company

The wages of Petrobras administrators is defined by taking into consideration the economic-financial results of the Company, as well as in seeking the promotion of recognition of the administrators and the alignment to the long, medium and short term strategies of the Company, followed by the achievement of the goals defined by the Board of Directors and by indicators such as National Oil Processing – Brazil, Oil and Natural Gas Production – Brazil and unit Cost of extraction without government participation.

f.   existence of wages supported by subsidiaries companies, controlled companies, or direct or indirect controlling companies

Not applicable

g.   existence of any wages or benefit associated to the occurrence of a determined corporate event, such as the disposal of the Company’s shareholders’ control.

Not applicable

35

III- FISCAL BOARD:

a.   goals of the wages policy or practice

The fixed wages of the Fiscal Board consists of monthly fees defined yearly by the Ordinary General Meeting (AGO) in accordance with the provisions of Article 152 of LSA. The wages goals and practices aim to recognize and compensate the Company’s directors taking into consideration the responsibility, the time dedicated to the function, the competence and professional reputation, as well as the practices applied by the market for companies of similar size as Petrobras.

b.   wages composition:

i.   description of wages elements and its goals

Fees: fixed monthly wages applied to the directors as retribution to the services rendered.

ii.   proportion of each element in the total wages

iii.   calculation and adjustment methodology of each one of the wages elements

The amount practiced corresponds to 10% (ten percent) of the monthly average fees received by the Fiscal Board and approved by the AGO, as provided for in Art. 152 and 145 of Law 6,404/76 and Law 9,292, de 07.12.96.

iv.   reasons that justify the arrangement of the wages

The amount/limit for the wages of members of the Fiscal Board is defined by the AGO.

c.   main performance indicators that are taken into consideration for determining each wages element

Not applicable: fixed wages without an associated indicator.

d.   how the wages is organized in order to reflect the evolution of the performance indicators

Not applicable.

e.   how does the policy or wages practice align to the long, medium and short term interests of the Company

The monthly wages pays the directors for the services provided to the Company and is compatible to the amount practiced in the market aligning to the long, medium and short term interests of the Company.

f.   existence of wages supported by subsidiaries companies, controlled companies, or direct or indirect controlling companies

Not applicable

36

g.   existence of any wages or benefit associated to the occurrence of a determined corporate event, such as the disposal of the Company’s shareholders’ control.

Not applicable

IV- FISCALING, ENVIRONMENT, AND REMUNERATION AND SUCCESSION BOARDS:

In Petrobras there are 3 (three) Boards associated to the Board of Directors (CA): Fiscaling, Environment and Remuneration and Succession. Each one consists of three (03) members of the CA which do not receive any additional wages as a result of accumulating the task.

13.2.   Total wages of the Board of Directors, Executive Office and Fiscal Board

37

* The CEO is also a member of the Board of Directors (CA), however, this position will not be remunerated. In compliance to Law no. 12,353, of Dec 28, 2010, Petrobras amended its By-Laws and conduced in 03/19/2012 the process of election of a representative of the employees as a member of the CA, therefore, the number of members was changed from 9 to 10. Therefore, in the amount referring to the CA it is considered 9 remunerated members.
**The Ordinary General Meeting held on 02/28/2012 amended Petrobras’ Bylaws raising the number of the members of the Executive Board.

Note: The number of members corresponded to the annual average of number of members of each body calculated monthly.

38

* The CEO is also a member of the Board of Directors (CA), however, this position will not be remunerated. Therefore, in the amount referring to the CA it shall be considered 8 remunerated members. The number of members corresponded to the annual average of number of members of each body calculated monthly.

39

* * The CEO is also a member of the Board of Directors (CA), however, this position will not be remunerated. Therefore, in the amount referring to the CA it shall be considered 8 remunerated members. The number of members corresponded to the annual average of number of members of each body calculated monthly.

40

13.3.   Variable Wages of the last 3 fiscal years and the estimate for the current fiscal year for the Board of Directors, Executive Board, and the Fiscal Board

41

Note: the number of members corresponded to the annual average of number of members of each body calculated monthly.

42

43

13.4.   In relation to the wages plan based on shares of the Board of Directors and the executive board, in effect in the previous fiscal year and estimated for the current fiscal year, describe:

Not applicable

44

13.5.   Inform the amount of shares or direct quotas held in Brazil or overseas, and other securities convertible to shares or quotas, issued by the Company, its direct or indirect controllers, controlled companies or under common control, by members of the Board of Directors, the executive board or the Fiscal Board, grouped as Bodies, on the date of closing of the last fiscal year

45

13.6.   In relation to the wages based on shares recognized in the result of the last 3 fiscal years and estimate for the current fiscal year, the Board of Directors and the executive board, develop a chart with the following content:

Not applicable

13.7.   In relation to the outstanding options of the Board of Directors and the executive board at the end of the last fiscal year, develop a chart with the following content:

Not applicable

46

13.8. In relation to the exercised options and shares delivered relative to the wages based on shares of the Board of Directors and the executive board recognized in the result of the last 3 fiscal years, develop a chart with the following content:

Not applicable

47

The pension plans have specific conditions and rules for anticipated redemption, amongst them the possibility of redemption of just part of the contributions made by the participants.

13.11.   Maximum, minimum and average individual wages, of Board of Directors, the executive board and the Fiscal Board

* The CEO is also a member of the Board of Directors of Petrobras, however, such participation is not remunerated.
Therefore, in the amount referring to the CA it shall be considered 8 remunerated members. ** Exercised 12 monhts in the position along the year.
***The amount was calculated with the exclusion of five members, which exercised 1,2,4,5 and 9 months in the position along the year.

**** The amount was calculated with the exclusion of two members, which exercised 4 and 8 months in the position along the year.

Notes:The number of members corresponded to the annual average of number of Members of each Body calculated monthly.

49

* The CEO is also a member of the Board of Directors of Petrobras, however, such participation is not remunerated.
Therefore, in the amount referring to the CA it shall be considered 8 remunerated members.

** Exercised 12 monhts in the position along the year.

*** The amount was calculated with the exclusion of two members, which exercised 3 and 9 months in the position along the year.

Notes:The number of members corresponded to the annual average of number of Members of each Body calculated monthly.

13.12.   Describe contractual arrangements, insurance policies or other instruments that organize the remuneration mechanisms or indemnification to the administrators in case of destitution or retirement, indicating the financial consequences to the Company

Not applicable

13.13.   In relation to the last 3 fiscal years, indicate the total remuneration percentage of each body recognized in the Company’s result referring to the members of the Board of Directors, the executive board or the Fiscal Board which are parties related to the controlling companies, direct or indirect, as defined by the accounting rules that regulate such matter

Not applicable

13.14.   In relation to the last 3 fiscal years, indicate the amounts recognized in the Company’s result as remuneration for the members of the Board of Directors, the executive board or the Fiscal Board grouped as bodies, by any other reason than the function they occupy, such as, commissions and consulting services or advisory provided

50

Not applicable

13.15.   In relation to the last 3 fiscal years, indicate the amounts recognized in the result of controlling companies, direct or indirect, of shared control companies and the companies controlled by the Company, as remuneration of the Members of the Board of Directors, the executive board or the Fiscal Board, grouped as bodies, specifying the reasons such amounts were determined to such individuals

Not applicable

13.16.   Other relevant information

The information referring to years 2010 through 2012 correspond to the period of a calendar year, that is, from January to December, not being associated, consequently, to the amount which is approved at the Ordinary General Meeting (AGO), which corresponds to the period of April to March of the following year.

On the information related to the year 2013, the quantities and values considered in the calculation, as of the month of January are projected.

The Law no. 12,353, of December 28, 2010, provides for the participation of employees in the board of directors of public companies and mixed capital companies, its subsidiaries and controlling companies and other companies in which the Federal government, direct or indirectly, holds the majority of the share capital with a voting right. As a consequence, in the quantitative and values taken into consideration in the calculation for year 2011, as from the month of June, it was considered the addition of one (01) member to the Board of Directors.

Exceptionally in 2011, there was a payment in the amount of BRL 3,516,073.87 (three million, five hundred and sixteen thousand, seventy and three reais and eighty seven cents) referring to a portion of balance of accumulated vacation period of the Executive Board since the first day of term of the members of this Board until March 31, 2011.

51

EXTRAORDINARY GENERAL MEETING

PRESENTATION TO SHAREHOLDERS

ITEM I

CAPITAL STOCK INCREASE

Dear Shareholders,

The Law No. 6.404, of 15th December 1976, Brazilian Corporation Law, in its section 195-A states the net profit installment arising from government donations or subsidies addressed to investment may be used for tax incentives reserve. Ministerial Order No. 2.091-A issued by the Brazilian Ministry of State and National Integration on the 28th December 2007, approved the Tax Incentives Regulation - in force in Amazonia and Northeast regions (SUDAM and SUDENE) - and determined that resources coming from reinvestment in projects approved by SUDENE and SUDAM are incorporated to the capital stock within 180 days following resources attribution (section 35, paragraph 1).

Petrobras accounts' statement regarding 2012 financial year show that the Company got back part of the incentive resources - by depreciation - coming from reinvestment in projects approved by SUDENE and SUDAM, which were used in its fixed assets, in the amount of R$ 18.768.508,11 (eighteen million, seven hundred sixty eight thousand, five hundred and eight and eleven cents, Brazilian Real), addressed to tax incentive profits reserve. Moreover, we need to increase capital stock incorporated in such tax incentive profits reserve installment, following the provisions set forth in the Ministerial Order No. 2.091-A issued by the Brazilian Ministry of State and National, section 35, paragraph 1.

Therefore, the Board submits to the appreciation and deliberation of the Extraordinary General Meeting of Shareholders the proposal to incorporate part of the tax incentive profit reserve - of R$ 18.768.508,11 (eighteen million, seven hundred sixty eight thousand, five hundred and eight and eleven cents, Brazilian Real), in the capital stock, increasing capital stock from R$ 205.392.136.722,39 (two hundred and five billion, three hundred and ninety two million, one hundred and thirty six thousand, seven hundred and twenty two, and thirty nine cents of Brazilian Real). to R$ 205.410.905.230,50 (two hundred and five billion, four hundred and ten million, nine hundred and five thousand, two hundred and thirty, and fifty cents of Brazilian Real). The number of issued shares remains the same, following the provisions set forth in Law No. 6.404/76, section 169, paragraph 1.

As a consequence, section 4 of the company's by-laws shall be changed, which is now as follows:

52

“Section 4º- The capital stock is R$ 205.410.905.230,50 (two hundred and five billion, four hundred and ten million, nine hundred and five thousand, two hundred and thirty, and fifty cents of Brazilian Real), devided in 13.044.496.930 (Thirteen billion, forty four million, four hundred and ninety six thousand and nine hundred and thirty) common shares, of which 7.442.454.142 (seven billion, four hundred and forty two million, four hundred and fifty for thousand and one hundred and forty two) are ordinary shares and 5.602.042.788 (five billion, six hundred and two million, forty two thousand and seven hundred and eighty eight) are preferred shares”.

Rio de Janeiro, March 26^th, 2013.

Maria das Graças Silva Foster
CEO

53

CAPITAL INCREASE

CVM INSTRUCTION No. 481, 17th DECEMBER 2009

(APPENDIX 14)

1_ Inform on the amount of the increase in share capital and on its new amount

2_ Inform on how the increase shall be made, namely: (a) conversion of debentures into shares; (b) exercise of subscription right or of subscription bonus; (c) reserve or profit capitalization; (d) subscription of new shares

R: The capital increase shall come from the capitalization of part of the reserve of tax incentives revenues.

3_ Detailed explanation of the reasons for the increase and its legal and economic consequences

R: Capital increase coming from the incorporation IRS tax incentive revenues (SUDENE and SUDAM) following the destination of part of the deposits to reinvestment, as foreseen in Portaria nº 2.091-A, section 35, paragraph 1 of the Ministry of State and National Integration.

4_ Provide a copy of the Fiscal Board, if applied

R: Not applied.

5_ In case of capital increase by shares’ subscription

R: Not applied.

6_ In case of capital increase by capitalization of profits or reserves

a. Inform whether it will imply a change in shares' nominal value, if applied, or a distribution of new shares amongst the shareholders

54

R: Not applied.

b. Inform whether profit or reserves capitalization shall take place with or without a change in the number of shares, in non per value companies.

R: It will take place without a change in the number of shares

c. In case of distribution of new shares

R: Not applied.

d. Inform on the deadline foreseen in section 169, paragraph 3 of the Law 6.404, from 1976

R: Not applied.

e. Inform and provided data and documents on item 5, above, if reasonable

R: Not applied.

7_ In case of a capital increase due to conversion of debentures in shares or due to the exercise of subscription bonus

R: Not applied.

55

MANAGEMENT REMARKS ABOUT THE COMPANY'S FINANCIAL STATUS,
IN COMPLIANCE WITH ART. 9 OF CVM INSTRUCTION NO. 481/09

10.    Remarks made by the officers

Our financial strategy focuses on maintaining financial leverage on a proper range, between 25% and 35%, preserving capital cost at the lowest levels possible, considering the financial environment. We will continue our policy with regard to postponing the due date for the payment of our debts, exploring domestic market financing capacity and enhancing our fix revenue investors' base, in order to develop a strong presence on international capital markets.

The capital structure of Petrobras (Net Third Parties Capital/Total Net Liability) has changed from 33% in 2010 and 39% in 2011 to 45% in 2012. The net leverage [Net Indebtedness / (Net Indebtedness + Net Equity)], on the other hand, has changed from 16% in 2010 and 24% in 2011 to 30% in 2012. The rises observed in 2011 and 2012 are due to the higher net indebtedness of the Company.

The Company does not foresee stocks' redemption.

The Company does not foresee stocks' redemption.

We have used our own resources especially related to capital expenses, payments of dividends and debt refinancing. In 2010, 2011 and 2012, we met such requirements with internally generated funds, short and long term debts, and resources deriving from the capital increase. We believe that by means of our cash generation and by accessing the debts market, we will be able to maintain the capacity of payment in relation to the commitments acknowledged without compromising the Company’s financial health.

In 2010, 2011 and 2012, we financed our working capital by means of short term debts, usually related to our commercial flow, with export credit notes and advancements on exchange contracts. The noncurrent assets investments are financed by long term debts with issuance of international market bonus, loans from export credit agencies, export financing, export pre-payment, financing from the development banks in Brazil and overseas, and lines of credit with national and international private banks. The funds raised by means of increase capital in September 2010 have been applied in investments provided in the Company’s Business Plan.

We intend to finance our working capital by means of short term debts, usually related to our commercial flow, with export credit notes and advancements of exchange contracts. The noncurrent assets investments should be financed by long term debts with issuance of international market bonus, loans from export credit agencies, export financing, export pre-payment, financing from the development banks in Brazil and overseas, and lines of credit with national and international private banks.

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The Gross Indebtedness on 12.31.2012 increased R$ 40,760 million, 26% compared to 12.31.2011, as a result of long-term borrowings and the impact of exchange rate depreciation of 8.9%. Such funds aim to develop oil and gas production projects, construction of ships and pipelines, as well as the expansion of industrial units under the intensive investment program of the company.

The main long-term borrowings made in 2012 are as follows:

Investments

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There are no long-term relationships with financial institutions.

Petrobras’ corporate debts are not subordinated and they all have equal payment rights.

The financial institutions require guarantees to Petrobras when they lend funds to the subsidiaries of the Company. The financings granted by BNDES are ensured by the goods financed (carbon steel tubes for the Gas Pipeline Bolivia-Brazil and vessels).

Due to the guarantee agreement issued by the Federal Government in behalf of Credit Multilateral Agencies, with the incentive of the financings gathered by TBG, counter guarantee agreements were executed, having the Federal Government, TBG, Petrobras, Petroquisa and Banco do Brasil S.A. as signatories, by which TBG undertakes to connect its revenue to the order of the National Treasury until the liquidation of the duties guaranteed by the Federal Government.

PB-LOG (ex-Refap) has a financial investments account related to the CDI variation in guarantee to the debentures, whose balance must be of three times the amount of the sum of the last amortization installment for the principal and accessories.

Petrobras developed structured projects, by Specific Purposes Companies (SPC), aimed at providing resources for the continuous development of its oil & gas transport and production infrastructure, in addition to improvements in refineries, whose guarantees provided to the national and international financial agents are the very assets of the projects, as well as pledge of credit rights and shares of SPC.

There is a debt limit in the agreement entered with BNDES in July 2009 that prevents the ratio between Net Debt in Reais and EBITDA to surpass 5.5.

g. There is no limit for using the financing that has already been hired.

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Analysis of the Consolidated Income Statement - 2012:

The Company reported a consolidated net profit of R$ 21,182 million for the fiscal year closed on December 31^st, 2012, 36% lower than the year of 2011 (R$ 33,313 million), primarily reflecting the following factors:

Sales

15% Growth in Sales Revenue (R$ 37,203 million), reflecting:

• Higher prices applied to exports and sales of derivatives in the domestic market, due to increases in gasoline and dies and the currency effects (17%) on the prices of derivatives linked to the foreign market;

• Increased domestic demand (8%), particularly gasoline (17%), and diesel (6%), aviation fuel (5%) and natural gas (17%), partially offset by lower exported oil volumes due to higher processed feedstock and lower oil production.

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Cost of sales

26% growth in Cost of sales (R$ 43,533 million), due to:

• 8% increase in sales volume in the domestic market, supported largely by imports;

• Effect of exchange rate depreciation on imports of oil, derivatives and government interests;

• Increased depreciation and depletion due to the startup of new facilities.

Gross profit

The above-mentioned factors resulted in a reduction in gross profit, from R$ 77,237 million in 2011 to R$ 70,907 millio in 2012.

Operating expenses

Operating expenses increased by R$ 6,676 million, and the following is worth-mentioning:

• Sales: Increase of R$ 654 million, due to higher transportation expenses, increase in sales volume, and higher personnel expenses under the 2011 and 2012 Collective Bargaining Agreement;

• General and Administrative: Increase of R$ 1,195 million, reflecting higher personnel expenses, arising out of the 2011 and 2012 Collective Bargaining Agreement, increased workforce, as well as technical services hired;

• Exploration costs: Increase of R$ 3,443 million, due to lower dry or non-commercial wells;

• Other operating expenses: Increase of R$ 1,607 million, arising mainly from increased losses from lawsuits

Net Financial Result

Negative net worth of R$ 3,723 million (financial revenue of R$ 122 million in 2011), reflecting the effects of exchange rate depreciation on the higher net indebtedness.

Analysis of Consolidated Assets - 2012:

Cash and cash equivalents

Reduction of R$ 8,119 million due to:

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• Net cash generated from operating activities in 2012 (R$ 54,145 million) was 4% less than in 2011 (R$ 56,322 million), mainly by the decrease in gross margin, due to the effect of exchange rate depreciation on oil imports, derivatives and government interests, along with a larger volume of imports in 2012 (excluding the portion of depreciation, depletion and amortization in cost of sales).

• Cash used in investment activities increased from R$ 57,838 million in 2011 to R$ 74,939 million in 2012, with most being invested in Exploration & Production (R$ 41,933 million) and Supply (R$ 26,932 million) activities.

The funds raised through borrowings (R$ 48,931 million) together with cash generated from operating activities (R$ 54,145 million) met part of the Company's capital requirements for investments, debt amortization and dividend payments, so R$ 8,119 million in cash and cash equivalents were used in 2012.

Securities - Current

Increase of R$ 4,508 million, compared to the balance at 12.31.2011, due to investments in bonds and securities classified as trading securities and with the purpose of selling in the short term, as described in explanatory note 6 of the financial statements for the year 2012.

Accounts receivable, net - Noncurrent

Increase of R$ 2,972 million, compared to the balance at 12.31.2011, due mainly to the classification of receivables from power sector as noncurrent assets, amounting to R$ 3,351 million, reflecting the expectation of realization thereof, after negotiations made throughout the year, as described in Explanatory Note 17.6 of the financial statements for the year 2012.

Such receivables arise from the supply of fuel to thermal power generation plants, direct or indirect subsidiaries of Eletrobras, located in the northern part of the country. Part of the fuel supply costs to such thermal power generation plants is supported by the funds of the Fuel Consumption Account - CCC, managed by Eletrobras.

The Company also supplies fuel to Independent Power Producers - PIE, companies created for the purpose of producing power exclusively to Amazon Distribuidora de Energia S.A. - AME, a direct subsidiary of Eletrobras, whose payments for the supply of fuel directly depend on the transfer of funds from AME to PIE.

Securities - Noncurrent

Reduction of R$ 5,388 million, compared to the balance at 12.31.2011, primarily reflecting the sale of Treasury Bills Series B. On 31/12/2011 such securities were classified as available for sale, in the non-current assets, and were held as collateral to the balances of the Financial Liability Instruments- TCF, executed in 2008 by the Company and Petros. Such collateral was replaced by petroleum stock and/or derivatives in July 2012 (as described in Explanatory Note 20.1 of the financial statements for the year 2012), thus enabling the sale of those securities.

Deferred Income and social contribution taxes - Assets

Deferred Income and social contribution taxes are recognized for temporary deficiencies between the carrying amount of the asset or liability and its tax base, tax losses and social contribution losses, if applicable. The recognitions in assets are carried out in proportion to the probability that future taxable profit will be available against which the temporary deficiencies can be used.

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The increase of R$ 3,251 million, compared to the balance at 31.12.2011, due to the recognition of deferred tax assets primarily related to tax losses (R$ 1,623 million) and the tax benefit on the allocation/payment of interest on the stockholders’ equity (R$ 1,259 million).

The complete accounts of deferred taxes, as well as the expected realization thereof, are shown in Explanatory Note 19.2 of the financial statements for the year 2012.

Fixed assets

The increase of fixed assets in R$ 75,599 million due to investments targeted to increase production capacity of oil and natural gas, the modernization and expansion of the refining capacity and the integration and expansion of our transportation systems, through pipelines and systems distribution.

Find below the account of assets, in R$ million:

Analysis of Consolidated Liabilities - 2012:

Loans

Total indebtedness on 12.31.2012 grew by 26% compared to 12.31.2011, as a result of long-term borrowings and the impact of exchange rate depreciation of 8.9%. The main borrowings are presented in item 10.1,f,i of this form and in explanatory note 15 of the financial statements for the year 2012.

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