Petrobras (PBR)

1. Objectives and Benefits of the Incorporation

The operation for the incorporation of 17 de Maio by PETROBRAS (“Incorporation”) regards the acquisition of fuel and lubricant distribution assets located in Northern, Northeastern, and Midwestern Brazil, and of Ipiranga Group’s asphalt assets, as announced in the Material Fact dated March 19 2007. 17 de Maio was the corporation through which Ultrapar Participações S.A., fulfilling the Investment Agreement signed on March 18 2007, transferred to PETROBRAS, on May 14 2008, 100% stakes in the shares that represent the joint stock of Ipiranga Asfaltos S.A. (“IASA”) and 99.99% of the quotas that represent the joint stock of Alvo Distribuidora de Combustíveis Ltda. (“Alvo”), and it is certain that IASA holds the remaining 0.01% .

The Incorporation will align of the interests of the shareholders of the companies involved, will streamline the corporate structure created for the transference of the part of the fuel and lubricant distribution assets located in Northern, Northeastern, and Midwestern Brazil, and of the asphalt assets acquired from the Ipiranga Group, and will drive the creation of value for PETROBRAS by seizing additional synergies.