Petrobras (PBR)

7. Increase of Capital Stock, Incorporation of PETROQUISA shares, and Interest on Own Capital

a) Capital Stock
Capital subscribed and completed on September 30, 2006 in the amount of R$ 48.263.983 thousand, is represented by 2,536,673,672 ordinary shares and 1,850,364,698 preferred shares, all of which are indentured and without nominal value.

b) Operation for Incorporating PETROQUISA shares by PETROBRAS
At the Extraordinary General Meeting held on June 1, 2006, shareholders approved the operation for incorporating the shares of PETROQUISA by PETROBRAS, in the manner specified in the Re-ratification of the Justification Protocol of the operating for incorporating shares established between the two companies. For the implementation of the operation in relation to the exchange of shares utilized is based on the book value of both companies on the date of December 31, 2005, attributing 4.496 preferred shares issued by Petrobras for each lot of 1,000 common shares or for each lot of 1,000 preferred shares issued by PETROQUISA.

There were no manifestations made by PETROBRAS shareholders to exercise their rights to withdraw prior to the legal deadline of July 7, 2006. Five PETROQUISA shareholders, totaling 1,015,910 shares exercised their right to withdraw within the established time frame (until July 5,2006) and they were reimbursed for the value of R$ 153.47 for each lot of 1,000 shares, through the resources available to PETROQUISA, on July 10, 2006. In turn, PETROBRAS acquired the shares for the same value, effectively transferring title.

c) EGM Deliberation of PETROQUISA
On October 31, 2006 at the Extraordinary General Meeting of PETROQUISA approved:

As proposed by the Board of Directors in Meeting n.604 on September 22, 206, the registration cancellation of Petrobras Quimica S.A. – PETROQUISA as an open company together with the Comissão de Valores Mobiliários – CVM as its shares are no longer being traded on the Exchange or the over the counter.

The Protocol and Justification for the Operation to Incorporate PETRORIO PETROQUÍMICA DO RIO DE JANEIRO S.A. through PETROBRAS QUÍMICA S.A. – PETROQUISA was approved by the Board on September 22, 2006.

d) Interest on Own Capital
On October 20, 2006, the Board of Directors approved the distribution of payment to shareholders in the form of interest on own capital in the amount of R$ 4.387.038 thousand, in accordance with Article 9 of Law 9.249/95 and Decrees 2.673/98 and 3.381/00, already reserved for in the financial statements dated September 30, 2006.

This payment will be disbursed by January 15, 2007, based on the shareholding position as of October 31,2006, corresponding to a gross value of R$ 1,00 per common and preferred shares. In accordance with Decrees 2.673/98 and 3.381/00 if the payment occurs after December 31, 2006, interested based on the SELIC rate will be payable from December 31, 2006 through the effective payment date. This interest on capital will be offset against any remuneration payable at the close of the 2006 fiscal year and will be subject to income tax of 15% (fifteen percent) withheld at the source except in the case of shareholders who are exempt.

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