Petrobras (PBR)

3. Appraisal of the net assets of 17 de Maio

Specialized Company and Appraisal Criterion. KPMG Auditores Independentes (“KPMG”), a company established in the City and State of Rio de Janeiro, at Av. Almirante Barroso, No. 52 – 4º andar, Centro, Corporate Taxpayer’s ID No. 57.755.217/0003 -90 and CRC registration No. 14.428/O -6-F-RJ, was hired to prepare the Accounting Assessment Report after evaluating 17 de Maio’s net assets based on their book value, using May 14 2008 as a base date and, thus, defining the net asset value to be transferred to PETROBRAS.

Statement of the Appraiser. KPMG stated it is unaware of any direct or indirect conflict of interests that could prevent the preparation of the mentioned Accounting Report or of any action carried out by the Company’s controller or managers seeking to direct, limit, hamper or practice any act that may have or may come to compromise the access to, use of, or knowledge regarding information, goods, documents, or work approaches that are relevant to the quality of its conclusions.

Incorporated assets. According to the report prepared by KPMG, 17 de Maio’s net asset book value, to be transferred to PETROBRAS, is R$663,665,696.77 (six hundred sixty three million six hundred sixty five thousand ninety six Reais and seventy seven cents). The appointment of KPMG will be submitted to ratification by PETROBRAS’ general meeting.

Asset Variation. Asset variations calculated in the period between May 14 2008 and the actual incorporation date will remain registered in the Incorporated company’s books and will be absorbed by the incorporator and transferred to the incorporator’s books based on the respective values on the actual Incorporation date. The values used in the Protocol will not be changed for the Incorporation operations.

Absence of Audited Financial Statements and of a Share Substitution List. Since 17 de Maio is currently wholly-owned by PETROBRAS, the provisions regarding the need to prepare Audited Financial Statements do not apply, under the terms of art. 12 of CVM Instruction 319/99. Furthermore, since PETROBRAS’ incorporation of 17 de Maio will not increase PETROBRAS’ joint stock and because of the fact, therefore, that there is no substitution list, no reports were prepared to appraise the net assets of 17 de Maio and of PETROBRAS at market prices to calculate the non-controller shareholder share substitution list. The unenforceability of the preparation of audited financial statements and the net asset appraisal report at market prices led to a consultation to the CVM, in the ambit of Process CVM RJ 2008-8517, and CVM manifested itself favorably to PETROBRAS’ request.