Annual Report on Form 20-F 2008 - Petrobras

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
custodianandthedepositarywillbeabletoconvert
dividends and other distributions with respect to
the relevant shares represented by ADSs into
foreigncurrencyandtoremittheproceedsoutside
Brazil. Following the closing of an international
offering,theelectroniccertificateofregistrationwill
be amended by the depositary withrespect to the
ADSs sold in the international offering and will be
maintained by the Brazilian custodian for the
relevantsharesonbehalfofthedepositary.
In the event that a holder of ADSs
exchangessuchADSsfortheunderlyingshares,the
holder will be entitled to continue to rely on such
electronic registration for five business days after
the exchange. Thereafter, unless the relevant
sharesareheldpursuanttoResolutionNo.2,689by
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
withrespectto,therelevantshares,andtheholder,
ifnotregisteredunderResolutionNo.2,689,willbe
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
Thereare:
sanctionsbytheUnitedNationsorthe
EuropeanUnion;and
no limitations on the right of
nonresident or foreign owners
imposed by Cayman Island law or
PifCo'sMemorandumofAssociationto
holdorvotePifCo'sshares.
Taxation Relating to Our ADSs and Common and
PreferredShares
The following summary contains a
description of material Brazilian and U.S. federal
income tax considerations that may be relevant to
the purchase, ownership and disposition of
preferred or common shares or ADSs by a holder.
This summary does not describe any tax
consequences arising under the laws of any state,
locality or taxing jurisdiction other than Brazil and
theUnitedStates.
Thissummaryisbaseduponthetaxlawsof
BrazilandtheUnitedStatesasineffectonthedate
of this annual report, which are subject to change
(possibly with retroactive effect).This summary is
also based upon the representations of the
depositary and on the assumption that the
obligations in the deposit agreement and any
relateddocumentswillbeperformedinaccordance
withtheirrespectiveterms.
This description is not a comprehensive
descriptionofallofthetaxconsiderationsthatmay
berelevanttoanyparticularinvestor,includingtax
considerations that arise from rules of general
application to all taxpayers or to certain classes of
investorsorthataregenerallyassumedtobeknown
byinvestors.Prospectivepurchasersofcommonor
preferredsharesorADSsshouldconsulttheirown
tax advisors as to the tax consequences of the
acquisition,ownershipanddispositionofcommon
orpreferredsharesorADSs.
no governmental laws, decrees or
regulations in Cayman Islands that
restricttheexportorimportofcapital,
includingdividendandotherpayments
to holders of notes who are not
residents of the Cayman Islands,
provided that such holders are not
residentincountriessubjecttocertain
Thereisnoincometaxtreatybetweenthe
United States and Brazil. In recent years, the tax
authoritiesofBrazilandtheUnitedStateshaveheld
discussionsthatmayculminateinsuchatreaty.We
cannotpredict,however,whetherorwhenatreaty
will enter into force or how it will affect the U.S.
holdersofcommonorpreferredsharesorADSs.
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