Platform P-40 at Marlim Sul field

Source: Petrobras Images Bank

Photographer: Geraldo Falcão

Non-Operated Investment Opportunity in the Giant Marlim Complex, Campos Basin, Offshore Brazil

November 2020

1. Opportunity Overview

Summary of Opportunity

Location Map

  • Petróleo Brasileiro S.A. ("Petrobras") is offering prospective buyers ("Prospective Buyers") the opportunity to acquire a 50% non-operated working interest in four offshore deepwater licenses including Marlim, Marlim Leste, Marlim Sul and Voador (collectively the "Assets" or the "Marlim Complex"), located in the Campos Basin offshore Brazil (the "Potential Transaction")
  • Petrobras will maintain a 50% operated working interest in the Assets

Field Metrics

Units

Marlim / Voador

Marlim Leste

Marlim Sul

WI

%

50%

50%

50%

Award Round

Round zero (no local content requirement)

License Expiry

2052

2052

2052

Water Depth

m

~850 / ~570

~1,260

~1,025

API

°

20 / 21

24

22

OOIP(1)

Bbbl

7.0

5.3

8.1

Cumulative Production(2)

Bbbl

2.7

0.4

1.3

Illustrative RF to Date

%

38%

8%

17%

WI Production(3)

Mboe/d

37

21

61

Unique opportunity underpinned by combined OOIP >20 Bbbl and licenses through 2052, offering the potential to increase

current production of ~120 Mboe/d by ~60% through near-term revitalization and significant pre-salt upside

  1. Based on ANP; figures represent 100% WI
  2. Cumulative production as of October 2020; figures represent 100% WI
  3. Figures represent average YTD 2020 production as of October 2020, assuming WI of 50%

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1.1 Investment Highlights

The Marlim Complex is the 3rd largest in Brazil and the 4th largest in the Americas (offshore) by production, with a

promising stream of future activity including near-term field revitalization and significant pre-salt potential

Giant World-Class

Non-Operated Oil Assets

Well-Understood

Subsurface with Extensive

Database

Proven Pre-Salt Potential with Further Development and Exploration Upside

License Expiries Extended to 2052 Allows for Value Realization from Extensive Revitalization and Development Inventory

Favorable Commercial

Backdrop

  • Largest post-salt development in Brazil with >20 Bbbl of OOIP and additional upside in pre- and post-salt reservoirs
  • Significant current gross production of ~240 Mboe/d(1) (~120 Mboe/d net to the 50% working interest on offer)
  • >1,000 km2 of combined license area
  • Operated by Petrobras, a leading global offshore operator and the Marlim Complex represents one of its priority assets
  • Vast well database (several hundred) with ~80 producers and ~40 injectors currently in operation
  • Robust 3D seismic database optimized for deepwater development and subsurface model calibration
  • Extensive 4D seismic coverage serves to minimize reservoir characterization risk and optimize field revitalization efforts through targeted infill drilling
  • Advanced reservoir modeling techniques and improved history matching to optimize hydrocarbon recovery
  • The pre-salt Brava reservoir, a significant oil accumulation which extends through Marlim, Voador and Non- Contracted Area, has been producing since 2011
  • The pre-saltTracajá reservoir has been largely de-risked and on production since 2011 in the Marlim Leste field
  • The non-producingpre-saltPoraquê Alto accumulation, which extends through the Marlim Sul and Marlim Leste fields, will be the target of an Extended Well Test in 2022
  • Estimated recovery factor of 22%(2) to date, offering significant additional recovery and production potential and material production potential for ongoing and identified projects with revitalization production scheduled to begin in 2023
  • Ongoing Marlim and Voador revitalization project will replace all existing facilities with two new FPSOs, increasing production efficiency while reducing unit opex, and resulting in production growth and extended field life
  • Diverse and well-thought-out development projects in Marlim Leste and Marlim Sul fields targeting pre- and post-salt accumulations to boost production and extend field life
  • Concession contract provides favorable economics over the PSCs found in the pre-salt polygon
  • Round zero concessions have no local content requirement

Source: Wood Mackenzie, SPE 143048 (2011), SPE 108062 (2007)

  1. Figures represent average YTD 2020 production as of October 2020
  2. Represents a combined average for the recovery factors associated with each field (Marlim / Voador, Marlim Leste and Marlim Sul)

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1.2 Crown Jewels of the Campos Basin Entering New Revitalization Phase

  • Multi-targetMarlim Complex reservoirs offer predictability from reliable seismic data and geological modeling, excellent petrophysical properties and good hydraulic conductivity
  • Extensive 4D seismic acquired over Marlim, Voador, Marlim Leste and the northern part of Marlim Sul to optimize sweep efficiency and maximize ultimate field recovery; future program aims to further improve development success
  • Identified pre-salt accumulations expected to drive additional development opportunities and production growth

Marlim Sul Geophysical Reservoir Identification

Seismic Section - Marlim Field Reservoir 4D Effect

1997

2005

Northern Area

Central Area

(A) Marlim Field 3D Seismic Response and (B) 4D

Southern Area

Seismic Interpretation of Injection Water Volumes

Eastern Area

Marlim Sul Field

Ring Fence

10 km

Source: OTC 28159 (2017), OTC 21934 (2011), SPE 99852 (2008), SPE 109336 (2008)

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1.3 Marlim and Voador Asset Overview

Key Asset Details

Marlim and Voador Field Map

  • Marlim and Voador fields produce through shared infrastructure and are located ~150 km offshore with current 50% WI production of 37 Mboe/d(1)
    • >7 Bbbl OOIP complemented by high quality Carapebus sandstones
    • The Marlim field was discovered in 1985 with first production achieved in 1991, and the Voador field was discovered in 1987 with first production achieved in 1992
    • Concession contracts extended through 2052
  • Reservoirs primarily comprise the turbiditic sandstones of the Carapebus Formation (Campos Group), deposited on the paleo-continental slope during the Oligocene to Miocene
    • Fields are extensively covered by seismic, with four surveys shot since discovery, including a 4D seismic study
    • De-riskedwith extensive well control, including 51 wells currently in operation
  • Upcoming revitalization project involves the replacement of all existing platforms with 2 new FPSOs
    • The project will also include the drilling of 13 new producers and 1 new injector, as well as the relocation of an existing 32 producers and 31 water injectors
    • FPSO contracts were signed in Q4 2019 and the revitalization project was approved in 2019
    • First oil from Revitalization is estimated for 2023, quickly ramping-up to plateau by 2025

Source: ANP, Welligence, Wood Mackenzie, OTC 15220 (2003), OTC 5894 (1989)

(1) Figures represent average YTD 2020 production as of October 2020, assuming WI of 50%

4

1.4 Marlim Leste Asset Overview

Key Asset Details

Marlim Leste Field Map

  • Marlim Leste is located immediately east of the giant Marlim field and was discovered by Petrobras in 1987 with current 50% WI production of 21 Mboe/d(1)
    • >5.3 Bbbl OOIP from Tertiary and Cretaceous reservoirs
    • Full field production started in 2008
    • Concession contract extended through 2052
  • 16º-19ºAPI oil is found in the main producing reservoirs of the Carapebus sandstones, while lighter 28º-30º API oil is produced from the deeper accumulations: Jabuti (deep, post- salt carbonate) and Tracajá (pre-salt)
    • Covered by regional 4D seismic survey shot between 2005 and 2012
  • Field has been developed in phases, ultimately utilizing FPSO Cidade de Niterói and Floating Production Unit P-53
    • Active wells include 12 (mostly horizontal) producers, 5 water injectors and 1 gas injector
  • Development of the pre-salt accumulations plus other identified exploration targets expected to extend the field life significantly
    • Follow-ondevelopment of Jabuti and the pre-salt Tracajá reservoirs
    • Various satellite accumulations surrounding the main Marlim Leste reservoirs

Source: ANP, Welligence, Wood Mackenzie, OTC 17925 (2006)

(1) Figures represent average YTD 2020 production as of October 2020, assuming WI of 50%

5

1.5 Marlim Sul Asset Overview

Key Asset Details

Marlim Sul Field Map

  • One of Brazil's largest producing assets in the Campos Basin with an areal extent significantly larger than Marlim with current 50% WI production of 61 Mboe/d(1)
    • Significant accumulation exceeding 8.1 Bbbl OOIP
    • First oil achieved in 2001
    • Concession contract extended through 2052
  • 13º-27ºAPI oil from a variety of post-salt reservoirs including:
    • High porosity, high permeability Miocene to Oligocene Carapebus sandstones
    • Enchova, a significant Eocene reservoir within field limits
    • Jurará and Muçuã light oil discoveries occurring in deeper limestones of the Macaé Group
    • Covered by regional 4D seismic survey shot between 2005 and 2010
  • The field has been developed in phases, with Phase 1 focusing on shallower areas (<1,500 m) and Phase 2 targeting deep water reservoirs
    • Active field infrastructure includes 4 platforms with combined oil processing capacity of >400 Mbbl/d
      • 3 Semi-Submersibles(P-40,P-51 and P-56) and 1 FSO (P-38)
    • Operating through 35 producers and 27 injectors
  • Future development and exploration activity expected to extend the field life significantly
    • Upcoming development of the non-producingpre-salt Poraquê Alto accumulation
    • Potential deployment of new production units in Phase 2 to

exploit the eastern and southern portions of the field

Source: ANP, Welligence, Wood Mackenzie, OTC 17925 (2006)

(1) Figures represent average YTD 2020 production as of October 2020, assuming WI of 50%

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2. Process Eligibility Requirements

In order to participate in the Process, a Prospective Buyer must meet the following financial, technical and compliance requirements ("Eligibility Requirements"):

Financial Requirements

Further Information

  1. Oil and Gas Companies: entities which are knowledgeable of the oil and gas industry, as an operator or non-operator must have an equity market capitalization or net worth of at least US$500 million ("Incoming Company").(1)
  2. Financial Institutions: Managing or financial institutions, such as private equity funds, pension funds, sovereign wealth funds and asset managers, must have assets under management (total market value of the investments that the institution manages on behalf of its investors) of at least US$2.5 billion ("Incoming Investor").(1)
  3. During the Process, Petrobras may request Prospective Buyers to submit further documents that prove that their financial capabilities (or the joint offer's financial capabilities, as the case may be) are sufficient to enable the performance of the financial (including purchase price) and technical commitments associated with the Potential Transaction.
  4. Neither a Prospective Buyer nor any member of a joint offer shall submit or be part of more than one offer simultaneously, either individually, jointly, directly or indirectly (including, but not limited to, as an equity provider or financial sponsor).
  5. Be advised that, in order to execute the amendment to the concession contracts before ANP, Prospective Buyer will have to qualify before ANP as a "Non-Operator". Prospective Buyers shall submit a certificate stating the compliance of such requirements (Regulatory Requirement Certificate for Non Operator - "RRCNO").
  1. Amounts to be measured as follows: (i) equity market capitalization and assets under management on any date in 2020 until CPar execution, and (ii) net worth as per latest quarterly financial statements available until CPar execution.

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2. Process Eligibility Requirements (continued)

Compliance Requirements

  1. A Prospective Buyer and its affiliates shall not be listed on any of the following restrictive lists:
    1. "Cadastro Nacional de Empresas Inidôneas e Suspensas" (CEIS) (http://www.portaldatransparencia.gov.br/sancoes/ceis)
    2. "Cadastro Nacional de Empresas Punidas" (CNEP)
      (http://www.portaltransparencia.gov.br/sancoes/cnep)
    3. "Empresas impedidas de transacionar com a PETROBRAS" (http://transparencia.petrobras.com.br/licitacoes-contratos)
  2. If a Prospective Buyer (or any of its affiliates) appears on one of the foregoing lists or fails to meet any of the abovementioned requirements, it will be excluded from the Process at any time, in compliance with the rules applicable to Petrobras.
  3. If a Prospective Buyer or an affiliate, or any of their respective directors, officers, employees, representatives or agents:
    1. Is subject, owned or controlled by a person or entity subject to (i) any economic, financial or trade sanctions, (ii) embargoes, or (iii) restrictive measures administered, enacted, imposed or applied by the World Bank, the United Nations Security Council, the United States of America, Canada, the United Kingdom, the European Union, the Netherlands, Brazil, and the respective governmental institutions and agencies of any mentioned previously ("Sanctions");
    2. Is located, has been constituted, incorporated, organized or resident in a country subject to any Sanctions; or
    3. Has the predominant part of its business with any person or in a country subject to Sanctions

Then Petrobras will evaluate if the relation or situation described prevents the participation of the Prospective Buyer in the Process due to non-compliance with Sanctions and will inform the exclusion of the Prospective Buyer from the Process, as the case may be.

2.9 By participating in the Process, the Prospective Buyer shall undertake not to take any action or omission that violate any applicable law regarding business ethics, including, but not limited to, the US Foreign Corrupt Practices Act, the UK Bribery Act and Brazilian Anti-Corruption Laws (including Federal Law n.12.846 / 2013) ("Anti-Corruption Laws").

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2. Process Eligibility Requirements (continued)

Compliance Requirements

  1. Further to the above, in order to participate in the Process, the Prospective Buyer shall sign a Compliance Certificate ("CC") and indicate, if applicable, whether it is subject to any kind of sanction or to any other situation described in item 2.8, even if it considers that the Sanction does not prevent its participation in the Process. If the Prospective Buyer is subject to such situations, it shall describe in the CC the relation, the nature and the details of such Sanction, as well as indicate the restrictions arising from it.
  2. After the Prospective Buyer accepts the confidentiality obligations necessary to participate in the Process, Petrobras will check the accuracy of the declarations and the fulfillment of the requirements described above.

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PETROBRAS - Petróleo Brasileiro SA published this content on 16 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 November 2020 14:32:06 UTC