UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 92787 / August 27, 2021

ADMINISTRATIVE PROCEEDING

File No. 3-18843

In the Matter of

Petróleo Brasilerio, S.A. - Petrobras,

Respondent.

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ORDER APPROVING 

PLAN OF DISTRIBUTION

On September 27, 2018, the Commission issued an Order Instituting Cease-and-Desist 

Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the 

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the 

“Order”)1 against Petróleo Brasilerio, S.A. (the “Respondent” or “Petrobras”). In the Order, the 

Commission found that from at least 2003 to April 2012, Petrobras engaged in a large-scale 

expansion of its infrastructure for producing oil and gas, a matter of significant interest to 

investors. During the same period, certain former Petrobras executives (“Corrupt Executives”) 

worked with Petrobras’ largest contractors and suppliers to inflate the cost of Petrobras’

infrastructure project by billions of dollars. In return, the companies executing those projects 

paid billions of dollars in kickbacks that typically amount to between 1% to 3% of the contract 

cost to the Corrupt Executives and conspiring politicians and political parties, including the 

 

1

 Securities Act Rel. No. 10561 (Sept. 27, 2018).
2

Brazilian politicians to whom the Corrupt Executives owed their jobs at Petrobras. As a result of 

the Corrupt Executives’ failure to implement Petrobras’ internal controls, their exploitation of 

deficiencies in these controls, and their submission of false certifications in connection with 

Petrobras’ internal process for preparing its Commission filings, the Commission found that 

Petrobras made material misstatements and omissions in filings made with the Commission and 

in documents relating to a public offering in 2010. The Commission ordered the Respondent to 

pay a total of $933,473,797 in disgorgement, subject to reduction by payments by Petrobras to 

the Class Action, which Petrobras satisfied by paying the Class Action settlement amount of 

$2,950,000,000. The Commission further ordered Petrobras to pay a civil money penalty of 

$853,200,000, subject to reductions of up to $682,560,000 and $85,320,000 for monies paid to 

the Brazilian authorities and the United States Department of Justice respectively, resulting in a 

post-reduction minimum penalty of $85,320,000, to the Commission. The Commission also 

created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the 

penalty can be distributed to harmed investors (the “Fair Fund”). The Commission further 

ordered Petrobras to pay all reasonable administrative costs and expenses of the distribution,

including payments of taxes and the premium fee for the administrator bond.

The Fair Fund consists of the $85,320,000.00 paid by the Respondent. The assets of the 

Fair Fund are subject to the continuing jurisdiction and control of the Commission. The Fair 

Fund and has been deposited in an interest-bearing account at the U.S. Department of the 

Treasury’s Bureau of the Fiscal Service, and any interest accrued will be added to the Fair Fund.

On June 28, 2021, the Division of Enforcement, pursuant to delegated authority, 

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (the 
3

“Notice”)2 pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement 

Plans (“Commission’s Rules”).3 The Notice advised interested persons that they could obtain a 

copy of the Proposed Plan of Distribution (the “Proposed Plan”) from the Commission’s public 

website at http://www.sec.gov/litigation/fairfundlist.htm or by submitting a written request to 

Nancy Chase Burton, United States Securities and Exchange Commission, 100 F Street, NE, 

Washington, DC 20549-5876.

The Notice also advised that all persons desiring to comment on the Proposed Plan could 

submit their comments, in writing, no later than thirty (30) days from the publication of the 

Notice (1) to the Office of the Secretary, United States Securities and Exchange Commission, 

100 F Street, NE, Washington, DC 20549-1090; (2) by using the Commission’s Internet 

comment form (http://www.sec.gov/litigation/admin.shtml); or (3) by sending an e-mail to rulecomments@sec.gov. The Commission received no comments on the Proposed Plan during the 

comment period. 

The Proposed Plan provides for the distribution of the Net Available Fair Fund4to 

investors who purchased AD shares (ADS) and/or preferred ADS securities during the Relevant 

Period and who have a Recognized Claim equal to or greater than $10, as described in the 

Proposed Plan. 

The Division of Enforcement now requests that the Commission approve the Proposed 

Plan. 

 

2

 Exchange Act Rel. No. 92274 (June 28, 2021).

3

 17 C.F.R. § 201.1103.

4

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed

Plan.
4

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules,5

that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted 

simultaneously with this order on the Commission’s website at www.sec.gov.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.6

Vanessa A. Countryman

Secretary 

 

5

 17 C.F.R. § 201.1104. 

6

 17 C.F.R. § 200.30-4(a)(21)(iv).