LOCAL CONTENT CERTIFICATION HOUSTON SEMINAR

1. LOCAL CONTENT CERTIFICATION HOUSTON SEMINAR December 06, 2011

2. Brazilian Local Content Seminar: Agenda: 8:00 - 9:00 AM Registration/Breakfast 9:00 - 11:30 AM Presentation 11:30 - 12:30 PM Question and Answers 12:30 - 2:00 PM Closing Remarks and Lunch

3. Brazilian Oil & Gas Market: • Brazil is the 7th largest oil consumer in the world and ranks the 41st in natural gas consumption. • Solid regulations environment: • Successful & strong concession agreements • Pre-salt fields • More than 70 active operators • More than 3500 blocks offered & 730 concession agreements • Lots of gaps (technology, HR, infrastructure, etc) Highlights:

4. Total Oil Consumption by Country (mmbo/d) 20.7 7.9 • Brazil is world’s eighth-largest oil consumer Total Oil Consumption mb/d (index) 160 World OECD Brazil 150 140 • Brazil oil consumption growing at 2.4% per year. • OECD oil consumption growing at 1% per year. 130 120 110 100 2002 2003 2005 2007 2001 2004 2006 2000 1998 1999 1990 1991 1992 1993 1994 1995 1996 1997 Demand for Petroleum: Source: Strategic Plan of Petrobras 4

5. Demand for Petroleum: Source: Strategic Plan of Petrobras

6. Strategic Plan of Investments: (Results of Bid Rounds) Source: ANP (2011) 6

7. Strategic Plan of Investments: (Petrobras Plan for 2010-2014) Source: Strategic Plan of Petrobras 7

8. Strategic Plan of Investments: (Major Oil Projects) Source: Strategic Plan Petrobras 8

9. Strategic Plan of Investments: (Pre-Salt Province) Pre-Salt Province Source: Strategic Plan Petrobras 9

10. Strategic Plan of Investments: 10

11. Strategic Plan of Investments: (Declared Investments Oct. 2011-US$) Source: ANP (Oct. 2011) 11

12. Local Content Purpose: “ The purpose of the local content (LC) requirement is to increase, on a competitive base, the share of the domestic manufacturers and service firms in the chain of suppliers for petroleum and natural gas. This policy foster growth of segments of domestic manufacturing companies, technological development of the country, training of local human resources and generates jobs and income.” Source: ANP 12

13. Participation of Brazilian Industry Sector PROMOTION • Brazilian Training and Technology Development • Income generation and employment in Brazil Context of the Government Policy: 13

14. Local Content Concept : What is Local Content? "Local Content” is the ratio of the value to goods produced and services rendered in the country to perform the contract and the total value of goods and services used for this purpose.“ (Law Project 5938/2009 Contrato de Partilha de Produção) (Law 12.351/2010 - Production Sharing Contract) Brazilian Cost of Goods and Services X 100 %LC = Sales Price of Goods and Services 14

15. 1997 1995 Constitutional Amendment n.º 9 Flexibilization of Petrobras monopoly Law of Petroleum 9.478/97 “End of Petrobras monopoly” • Principles and objectives of the National Energy Policy; • National Energy Policy Council (CNPE); • Creation of the ANP - National Petroleum Agency; • Establishment of concessions rules; • Establishment of bidding rounds; • Definition of government participation; • Definition of round ZERO for Petrobras; Legal Framework: 15

16. Local Content on Bid Rounds: Bids 1 to 6: LC Calculation By Declaration From Bid 7: LC Calculation By 3rd part 16

17. Local Content on Bid 7 to 10: (% of Limits Minimum and Maximum) 17

18. Local Content on Bid 7 to 10: (Limits % Minimum and Maximum) Global Local Content (By System) Local Content By Item 18

19. Local Content Commitments on Concession Agreements: Source: ANP Presentation 19

20. Certifications Performed (Oct. 2011): 6524 Issued by ABSG 2636 Source: ANP 20

21. Scope – Concession Contracts: NOT SUBJECT TO LC CERTIFICATION SUBJECT TO LOCAL CONTENT 21

22. Concession Contracts:(Contractual Requirements) 22

23. Concession Contracts:(Contractual Requirements) 23

24. Range - Areas of Activity: 24

25. ANP Regulations: Note: The Regulations can be found on the website of the ANP (www.anp.gov.br) by clicking “Local Content” on the right-hand side menu. 25

26. ANP Regulation # 36:(Purpose and Application) • Applicable to the Concession contracts signed by ANP with the concessionaries effective from the 7th round on. • Effective as of Sept. 11, 2008. • Contracts signed BEFORE Sept. 11,2008 that have any type of change in price, term, or scope, under the way of a contractual addition dated after Sept. 11, 2008 shall be certified, provided there the concessionary needs to prove that there has been local investments. Supply scope involving goods and services, defined by service order or similar document, issued after Sept. 11, 2008, shall be certified, even if the associated mixed contract (umbrella) have been made effective before Sept. 11, 2008. 26

27. For Goods stocked before Sept, 11, 2008 % LC is set by customer statement only. Sept, 11, 2008 Concessionaire Stock Used on the project Local Content Statement. ANP Investment Report ANP Regulation # 36:(Purpose and Application) Goods stocked at the Concessionaire before Sept. 11, 2008 are not required to be certified. 27

28. Certification Activities/Concepts: • A Services contract between the Contracting entity and the Certification entity shall be signed. • Up to 30 days after the execution of above mentioned contract, the Certification entity shall inform to ANP the relevant information regarding what type of activity the goods, or the good for transient use, or the service, relate to. • In order to perform its work, the certification entity must have access to all information necessary to the conduction and conclusion of the work. • Totally imported items, without any local content, will not be certified. • In case the supply has partial shipments, a global Certificate can be issued at the end of the supply. 28

29. Certification Activities/Concepts: Certification Authority Trimestral Certification Report Auditing Certificates Certification Contract ANP Certificates Trim. Invest. Report Certification Contract Contract of Concession Oil & Gas Company SUPPLIER Contract of Supply Invoices & Certificates 29

30. Invoice Copy of Certificate Statement of “no changed” + + Certification Activities/Concepts: • For all standard serial item, and as long as there has not been any change in its specifications, composition or production process, and provided its local content certificate has not suffered changes of more than 10% (up or down), the original certification can be accepted during a maximum of a 4 year period. NOTE: In this case the supplier must attach to each new invoice a copy of the original local content certificate, together with an statement that there has been no change on the product (good or service) since its original certification. CL % VARIATION LESS THAN 10 % = ORIGINAL CERTIFICATE VALID FOR 4 ANOS 30

31. Certification Activities/Concepts: • The supplier can hire the certification of its products, regardless of to what concessionary will it be supplied. At the moment of delivery of the goods the supplier shall handle the invoice, together with the Certificate. • In case of transfer of the good, goods for transient use or services, the certificate must be equally issued, and the local content indicator of the aforementioned goods will be transferred and used on the new concessionary local content account. • All fiscal documents related to a commercial transaction, except those related to partial shipments, that are subject to local content certification, must be accompaniedby the corresponding local content certificate for each item. COMMERCIAL TRANSACTION = INVOICE + LC CERTIFICATE 31

32. Certification Activities/Concepts: • Goods or Services with LC equal or less than 10% will be considered as “totally imported”, i.e., with LC equal to ZERO. An exception is made for seismic data acquisition, leasing of drill ships for offshore projects and acquisition of bits. • Costs related to air tickets, lodging, food and similar, resulting from foreign labor(without permanent visa), are to be considered null in regards to measuring the LC, even when paid by companies located in Brazil. • Local Labor:It is the labor proceeding from the employment of Brazilian citizens or foreigners with a permanent visa, hired on the service provider establishment , or in its sub-contractors, all duly inscribed at the Brazilian Register of Companies (CNPJ). If LC ≤ 10%, then it will be = 0% 32

33. Certification Activities/Concepts: • Goods manufactured abroad and later on nacionalized, will be considered imported for the purpose of LC.The criteria of origin takes place, and the LC Book has to be considered. • A good manufactured in Brazil and later exported, when imported back to the countrywill only be considered applicable for LC purposes if it was certified before being exported.In case of goods for transient use, it is also necessary for the service provider to have CNPJ. On the contrary, the LC will be considered ZERO. • In case of Repetro – fictitious exportation of goods manufactured in Brasil with later temporary admission (for example, leasing), the LC will be considered null. 33

34. Certification Activities/Concepts: Brazil Manufacture Company Owner - Foreign Country Operation In Brazil Imported Company with CNPJ Manufacture of good Good Local Content Yes Imported Local Content Certificate Exported Company without CNPJ Yes 0% Local content 34

35. Certification Activities/Concepts :(Good for Transiente Use) Outside Brazil Main Contract Client “B” (Supplier) Client “A” (Owner) Manufactured Contract Brazilian Subcontractor (Shipyard) Certification Contract - Not Possible LC Certification Contract - YES Brazil Certification Company Yes 35

36. Certification Activities/Concepts :(Exported and Imported Equipment) LC = 100% Sales Price = R$ 50.000,00 LC = R$ 50.000,00 Exported + with LC Certificate + LC = 18,86% Local Content = R$ 50.000,00 Imported Part = R$ 215.000,00 Imported Total Sales Price = R$ 265.000,00 Outside Brazil Brazil 36

37. Certification Activities/Concepts :(Local Indirect Expenses and Costs) • How to deal with LocalOverhead Costsassociated with Administrative Support, and areas such as Finance, HR, Legal? • How shall Local Licences such as IBAMA, ANP, CREA, etc., be considered ? • How shall Local Expenditures with utilities such as water, light, telephone, etc. be considered ? • How shall Local Expenses related to penalties be considered ? • How shall Local Expenses associated with consulting in general, such as in finance, as well as expenses related to the judicial systems, such as processing fees ? • How shall other Local Indirect Costs be considered? Local Indirect Local Costs and Expenses will be Considered as a “Contract Difference”. 37

38. Certification Activities/Concepts :(Local Indirect Expenses and Costs - Example) + + = Example: + + = Total NC = 700 + 50 %LC= = X 100 75,0 % SP = 1000 38

39. Certification Activities/Concepts : • The Anticipated Certification (without contract) is only possible when the object of certification is a Good. This concept of anticipated certification can not be applied to SERVICES. • The issue of a Certificate for SERVICES is only possible under a contract between the service provider and its client, and there will be the need to issue one certificate for each service, even if the scope of the service is the same. • The certification concept is valid for products, not for companies. • The certification entities shall keep permanent records of all certificates issued. Each certificate and related documents that are part of the certification scope shall remain available for auditing for a period of 5 year. 39

40. Certification Activities/Concepts : • Computers, monitors, notebooks, servers, and other information technology goods that can be used on services not exclusive or not predominant of the Oil & Gas industry will bemeasured by the simplified criteria, i. e., the origin of the GOOD is to be checked against the purchasing invoice documentation. • Goods used for logistic services, such as vehicles, trucks, boats, helicopters, airplanes, cranes, winches, hoists, etc. – that can be said to be of non exclusive or non predominant use on the Oil & Gas industry, will have its LC evaluation done via the simplified method, i. e., the procedure of the GOOD shall be checked against the purchasing invoice documentation. This way the measurement of the components of the GOOD will not be required. Don´t need to open the Good and certify the components/items. 40

41. Certification Activities/Audits : • The Certification entity is the sole responsible for the local content certificate information. Once issued, in no instance it will loose its validity for the purpose of local content assessment, except in proven cases of deceit or fraud. • Criteria and procedure for the auditing of the certifying entities approved by ANP are set on Regulation # 8/2007 from ANP. The audits will be performed in the following instances: • When there is denunciation of irregularities.; • In order to verify the fulfilment of the “Warning term”; • In all contracts finalized by a certification entity that has been suspended; • At any time, under a Beginning of Audit Notification. Notes: (1) The certification entity is obliged to make available all the documentation defined on the work scope, as indicated on the Beginning of Audit Notification. (2) During the course of an audit, if the auditors believe it pertinent the “in loco” verification of any document, process, third party procedure, or even a raw material, component, part, equipment, machine or services, the Certification entity shall make these items available under a 10 days warning. 41

42. Certification Activities/Methodology :(Common Nomenclature Of Mercosul – NCM) NCM ≥ 84 All the goods, equipment or parts whose NCM ≥ 84 must have their LC Certified. For goods, equipment or parts whose NCM < 84, the LC is not required to be Certified. It will be measured by a Simplified Method and the LC will be 100% or 0%. NCM < 84 42

43. Certification Activities/Methodology :(Local Content of Goods - Clb) Clb is the % that corresponds to the ratio between: The difference between the Total Sales Price (Vt) (excluding IPI and ICMS taxes) and the value of its imported portion (Vi): % CLb = (1- Vi / Vt) . 100, where Vi = Vt – Vn • Vi = Value of the Imported items (in R$) including raw material and adding: • Components imported directly by the manufacturer; • Components imported directly by the buyer; • Components imported by third parties and purchased locally by the manufacturer or buyer; • Part of imported components purchased locally by the manufacturer or buyer. Vn = Value of National components (in R$) . • Vt = Sales Price of the Good (in R$), excluding IPI and ICMS taxes. 43

44. Certification Activities/Methodology :(Local Content of Goods for Transient Use - Cla) The Local Content of Goods for transient use (Cla) will be equivalent to the Local Content of the Good under consideration (Clb) provided the company performing the service is registered on the Brazilian Registar of Companies (CNPJ). The value of the National Content of this activity will be calculated using the % CLb of the good applied to the Contract Value (VC): CLa = Local Content of the good under transient use VC= Value of the contract for the transient use of the good excluding IPI and ICMS taxes. CLa(%) = CLb (%) National Content Value = CLb (%) x VC 44

45. Certification Activities/Methodology :(Local Labor Utilization - ILs) % of the Local Content of services, including software, will be measured thru the index of local labor utilization of the services (ILs). O (ILs) shall be applied to the value of the contracted services, excluding ISS tax. The ILs % shall be calculated according to below formula, provided the company is register at the Brazilian Registar of Companies (CNPJ). CTM = Total Cost of necessary or effectively used labor (excluding ISS Tax) CMN = Total Cost of National necessary of effectively used labor (excluding ISS tax). ILs (%) = (CMN / CTM) x 100 45

46. Certificate Template: The certificates are to be issued in Portuguese language and shall be coded according to the following rule: xxx – yy – zzzzzzzzzzzzzz– www xxx:ANP registration number of the certification entity; yy:code of E&P activity area; zzzzzzzzzzzzzz:CNPJ number of the company for which the product was certified; www:sequential number of the certificate. 46

47. Local Content Calculation: (Example 1 - Good For Transient Use) 47

48. Local Content Calculation–Example 1: (Breakdown of Items) SUBSYSTEMS ITEMS Engine + Components BOP + SYSTEM + Services Hull, Structural parts and Integatrion + Drill Ship Unit + Expenses Derrick + Processing Module & Mud Module + Azimuth Thruster 48

49. Local Content Calculation–Example 1: 49

50. Local Content Calculation–Example 1: 50