Prio SaBMFBOVESPA: PRIO3

Agm - call notice

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Call Notice

(Annual General Meeting Agenda)

PRIO S.A.

CORPORATE TAXPAYER ID Nº 10.629.105/0001-68 NIRE 33.3.0029084-2

Publicly Held Company

CALL NOTICE ANNUAL SHAREHOLDERS' MEETING

The shareholders of PRIO S.A. ("PRIO" or "Company") are hereby invited to participate in the Annual General Meeting of the Company, to be held on April 17, 2026, at 5:30 p.m., in person, at the Company's headquarters, located at Praia de Botafogo, No. 370, Botafogo, CEP 22.250-040, in the city of Rio de Janeiro, state of Rio de Janeiro ("AGM" or "Meeting"), to take resolutions on the following matters:

  1. review management's accounts, examine, discuss and vote on the Financial

    Statements for the fiscal year ended December 31, 2025;

  2. resolve on the proposal for the allocation of net earnings for the fiscal year ended December 31, 2025;

  3. determine the number of members who will compose the Board of Directors and to elect them for a unified term of two (2) years, ending at the Ordinary General Meeting that resolves on the Management's accounts and the Financial Statements for the fiscal year ending on December 31, 2027;

  4. resolve on the installation of the Company's Fiscal Council;

  5. elect the members of the Company's Fiscal Council;

  6. set the limit on the amount of the global compensation for the Company's Management (Executive Officers and the Board of Directors) for the fiscal year 2026; and

  7. set the amount of global compensation for the members of the Company's Fiscal Council for the fiscal year 2026.

Information for shareholders:

  1. Documents related to the AGM. The information and other documents provided for in CVM Resolution No. 81 of March 29, 2022 ("CVM Resolution No. 81/2022"), related to the matters to be voted on the AGM, in particular the Management Proposal, are available to shareholders at PRIO's registered office and on the websites of the Company (ri.prio3.com.br), the Brazilian Securities and Exchange Commission (www.gov.br/cvm) and B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br).

  2. AGM Quorum. As provided for in art. 135 of Law No. 6,404 of December 15, 1976, as amended ("Brazilian Corporate Law"), the AGM shall be installed on first call, with the presence of shareholders representing at least 1/4 (one quarter) of the total voting shares.

  3. Reasons for holding the AGM in person. Under the terms of art. 5, §4, of CVM Resolution No. 81/2022, the Company clarifies that considered more appropriate to hold the AGM in person since it corresponds to (a) the practice historically adopted by the Company in previous fiscal years; and (b) the format that allows, in a more appropriate and fluid manner, the conduct of the meeting, allowing discussions and debates by the shareholders present. Thus, shareholders who are not interested in participating in the discussions and debates may fully exercise their voting rights by sending Distance Voting Ballot.

  4. Documents for admission to the AGM. According to art. 13 of the Company's Bylaws and art. 126 of the Brazilian Corporate Law, to be admitted to the AGM, the shareholder (or his/her legal representative) must submit at least 48 (forty-eight) hours before the start time of the AGM, the following documents:

    1. individual shareholder: (i) proof issued by the depositary financial institution of the book-entry shares owned by him/her or in custody; and/or, in the case of a shareholder participating in the fungible custody of registered shares, the statement containing the respective shareholding, dated up to 2 (two) business days before the AGM is held; (ii) original identification document with photo (RG, RNE, CNH or, even, officially recognized professional class card); and (iii) in the case of participation by proxy, all documents listed in item "(d)" below;
    2. legal entity shareholder: (i) proof issued by the depositary financial institution of the book-entry shares owned by it or in custody; and/or, in the case of a shareholder participating in the fungible custody of registered shares, the

      statement containing the respective shareholding, dated up to 2 (two) business days before the AGM is held; (ii) copy of the current version of the bylaws, articles of association or consolidated articles of incorporation, duly registered with the competent body (Commercial Board or Civil Registry of Legal Entities);

      (iii) copy of the corporate documentation proving the powers of representation of the legal representative(s) present at the AGM (e.g., minutes of election of the legal representative or of the person who signed the power of attorney, if applicable); (iv) original identification documents with photo of the legal representative(s) present at the AGM (RG, RNE, CNH or, also, officially recognized professional class card); and (v) in case of participation by proxy, all documents listed in item "(d)" below;
    3. shareholder constituted as an investment fund: (i) proof issued by the depositary financial institution of the book-entry shares owned by it or in custody; and/or, in the case of a shareholder participating in the fungible custody of registered shares, the statement containing the respective shareholding, dated up to 2 (two) business days before the AGM is held; (ii) proof of the capacity of administrator or manager of the investment fund or equivalent abroad (in compliance with the fund's voting policy) granted to the person representing it at the AGM, or who has granted the powers to the attorney-in-fact; (iii) copy of the current version of the consolidated regulations of the investment fund; (iv) copy of the current version of the consolidated bylaws or contract of the fund administrator or fund manager, duly registered with the competent body (Commercial Board or Civil Registry of Legal Entities); (v) copy of the corporate documentation of the fund administrator or fund manager that proves the powers of representation of the legal representative(s) present at the AGM (e.g., minutes of election of the legal representative or of the person who signed the power of attorney, if applicable); (vi) original identification documents with photo of the legal representative(s) present at the AGM (RG, RNE, CNH or, even, officially recognized professional class card); and (vii) in case of participation by proxy, all documents listed in item "(d)" below; and
    4. shareholder represented by proxy: if the shareholder chooses to be represented by a proxy at the AGM, in addition to the documents listed in items "(a)", "(b)" or "(c)" above (as applicable), the following documents must be presented: (i) a power of attorney granted no more than 1 (one) year before the date of the AGM, granting special powers to the representative, who in the case of an individual shareholder, must be another shareholder, a Company

      administrator, lawyer, financial institution or investment fund administrator representing the shareholders, with notarized signatures; and (ii) the original identification document with photo of the proxy (RG, RNE, CNH or, even, officially recognized professional class card).

      Foreign documents or documents originating from abroad: Signatures and documents indicated above that are foreign or have been prepared abroad must be duly notarized and consularized or apostilled, as applicable. If the document has been prepared in a language other than Portuguese, a sworn translation into Portuguese must also be made available.

      Method of submission: The documents listed above must be submitted by shareholders in digital form by 5:30 p.m. on April 15, 2026, by means of an email addressed to the Company's Investor Relations Department (ri@prio3.com.br), indicating as the email subject "AGO 2026 - Documents for Admission -SHAREHOLDER NAME".

      Notwithstanding the provisions above, shareholders who attend the AGM with the documents listed in this Call Notice by the time the AGM opens may participate and vote in the AGM, even if they have failed to submit them in advance.

  5. Distance Voting Ballot. Distance Voting Ballot received by the financial institution hired by the Company to provide bookkeeping services for its shares (the Company's share bookkeeping agent), by the custody agents that provide this service (in the case of a shareholder holding shares deposited in a central depository) and/or directly by the Company, up to 4 (four) days before the date of the AGM (i.e., up to and including April 13, 2026), will be accepted, pursuant to art. 27 of CVM Resolution No. 81/2022, as amended. Any Distance Voting Ballot received after this deadline will not be accepted by the Company.

    For additional information, please observe the rules set forth in CVM Resolution No. 81/2022 and the procedures described in the Distance Voting Ballot made available by PRIO on this date.

  6. Request for Submission of Documents. Shareholders may request that the documents calling for the AGM made available by the Company on this date be sent by email, by sending an electronic message addressed to the Company's Investor Relations Department (ri@prio3.com.br).

Pursuant to CVM Resolution No. 70, dated March 22, 2022, the minimum shareholding required to request the use of cumulative voting is five percent of the Company's share capital. Any requests for cumulative voting should be submitted as early as possible, to facilitate their processing by the Company and to allow for the participation of other shareholders.

Rio de Janeiro, March 17, 2026

Nelson de Queiroz Sequeiros Tanure

Chairman of the Board of Directors