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This excerpt taken from the PBR 20-F filed May 22, 2009. Petrobras
Exchange Controls
There are no restrictions on ownership of the common or
preferred shares by individuals or legal entities domiciled
outside Brazil.
The right to convert dividend payments and proceeds from the
sale of shares into foreign currency and to remit such amounts
outside Brazil may be subject to restrictions under foreign
investment legislation, which generally requires, among other
things, that the relevant investments be registered with the
Central Bank of Brazil. If any restrictions are imposed on the
remittance of foreign capital abroad, they could hinder or
prevent Companhia Brasileira de liquidação e
Custódia, or CBLC, as custodian for the common and
preferred shares represented by the American Depositary Shares,
or registered holders who have exchanged American Depositary
Shares for
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common shares or preferred shares, from converting dividends,
distributions or the proceeds from any sale of such common
shares or preferred shares, as the case may be, into
U.S. dollars and remitting the U.S. dollars abroad.
Foreign investors may register their investment under Law
No. 4,131 of September 3, 1962 or Resolution
No. 2,689. Registration under Resolution No. 2,689
affords favorable tax treatment to foreign investors who are not
resident in a tax haven, as defined by Brazilian tax laws. See
“—Taxation Relating to Our ADSs and Common and
Preferred Shares—Brazilian Tax Considerations.”
Under Resolution No. 2,689, foreign investors may invest in
almost all financial assets and engage in almost all
transactions available in the Brazilian financial and capital
markets, provided that certain requirements are fulfilled. In
accordance with Resolution No. 2,689, the definition of
foreign investor includes individuals, legal entities, mutual
funds and other collective investment entities, domiciled or
headquartered abroad.
Under Resolution No. 2,689, a foreign investor must:
Securities and other financial assets held by a Resolution
No. 2,689 investor must be registered or maintained in
deposit accounts or under the custody of an entity duly licensed
by the Central Bank of Brazil or the CVM. In addition, any
transfer of securities held under Resolution No. 2,689 must
be carried out in the stock exchanges or through organized
over-the-counter markets licensed by the CVM, except for
transfers resulting from a corporate reorganization or occurring
upon the death of an investor by operation of law or will.
Holders of American Depositary Shares who have not registered
their investment with
the Central Bank of Brazil could be adversely affected by delays
in, or refusals to grant, any required government approval for
conversions of payments made in reais and remittances
abroad of these converted amounts.
Annex III Regulations provide for the issuance of
depositary receipts in foreign markets with respect to shares of
Brazilian issuers. The depositary of the ADSs has obtained from
the Central Bank of Brazil an electronic certificate of
registration with respect to our existing ADR program. Pursuant
to the registration, the custodian and the depositary will be
able to convert dividends and other distributions with respect
to the relevant shares represented by ADSs into foreign currency
and to remit the proceeds outside Brazil. Following the closing
of an international offering, the electronic certificate of
registration will be amended by the depositary with respect to
the ADSs sold in the international offering and will be
maintained by the Brazilian custodian for the relevant shares on
behalf of the depositary.
In the event that a holder of ADSs exchanges such ADSs for the
underlying shares, the holder will be entitled to continue to
rely on such electronic registration for five business days
after the exchange. Thereafter, unless the relevant shares are
held pursuant to Resolution No. 2,689 by a duly registered
investor, or a holder of the relevant shares applies for and
obtains a new certificate of registration from the Central Bank
of Brazil, the holder may not be able to convert into foreign
currency and to remit outside Brazil the proceeds from the
disposition of, or distributions with respect to, the relevant
shares, and the holder, if not registered under Resolution
No. 2,689, will be subject to less favorable Brazilian tax
treatment than a holder of ADSs. In addition, if the foreign
investor resides in a “tax haven” jurisdiction, the
investor will be also subject to less favorable tax treatment.
See Item 3. “Key Information—Risk
Factors—Risks Relating to Our Equity and Debt
Securities” and “—Taxation Relating to Our ADSs
and Common and Preferred Shares—Brazilian Tax
Considerations.”
PifCo
There are:
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restrict the export or import of capital, including dividend and
other payments to holders of notes who are not residents of the
Cayman Islands, provided that such holders are not resident in
countries subject to certain sanctions by the United Nations or
the European Union; and
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