Petrobras (PBR)

3. Appraisal of UPB’s Shareholders’ Equity

Specialized Company and Appraisal Criterion. KPMG Auditores Independentes (“KPMG”), a company headquartered in the city and state of São Paulo, at Rua Dr. Renato Paes de Barros, no. 33, registered at the CNPJ/MF under no. 57.755.217/0001 -29 and at the CRC under no. 2SP014428/O-6, was hired with the purpose of preparing an Appraisal Report, evaluating the book value of UPB’s shareholders’ equity, using February 27, 2008 as the base date, and defining, as a result, the value of the shareholders’ equity to be transferred to PETROBRAS.

Appraiser Statement. KPMG declared that it does not have any direct or indirect conflict of interests impairing it to prepare said Appraisal Report and nor has it any knowledge of any action by the Company’s controlling shareholder or managers with the purpose of directing, limiting, hindering or practicing any acts that have or may have compromised access to, use of or knowledge of information, assets or documents of work methodologies relevant to the quality of its conclusions.

Merged Equity. In accordance with the report prepared by KPMG, the book value of UPB’s shareholders’ equity, to be transferred to PETROBRAS, amounts to three hundred twenty seven million, five hundred sixty six thousand, two hundred eighty eight reals and forty four centavos (R$327,566,288.44) . The appointment of KPMG will be submitted to the approval by PETROBRAS’s general meeting.

Equity Changes. The equity changes verified in the period between February 27, 2008 and the effective Merger shall remain recorded on the books of the merged company and will be absorbed by the merging company and transferred to the latter's books at their respective values on the

effective date of the Merger, and the values adopted in the Protocol for carrying out the Merger transaction shall not be changed.

Absence of Audited Financial Statements and Share Exchange Ratio. Since UPB is currently a wholly-owned subsidiary of PETROBRAS, the provisions related to the requirement of preparing Audited Financial Statements, in accordance with the terms of article 12 of CVM Instruction no. 319/99, are not applicable. In addition, since the merger of UPB into PETROBRAS will not result in an increase of PETROBRAS’s capital stock – and, therefore, there is no share exchange ratio – the appraisal reports of the shareholders’ equity of UPB and PETROBRAS at market prices for calculating the share exchange ratio of non-controlling shareholders were not prepared. We are consulting CVM on the non-requirement of audited financial statements and of the appraisal report of the shareholders’ equity at market prices, within the scope of CVM Case (“Processo”) RJ 2008-1821.