Prio SaBMFBOVESPA: PRIO3

Material fact - cancellation of treasury shares

· Issued by Prio Sa
MATERIAL FACT CANCELLATION OF TREASURY SHARES Rio de Janeiro, December 17, zoz5 - PRIO S.A. ("PRIo" or "Company" (B3: PRIO3 hereby informs its shareholders and the market in general that, at a meeting of the Company's Board of Directors held on this date, the cancellation of Z6,890,385 common shares, with no par value, issued by the Company and currently held in treasury, was approved, with no reduction in the amount of the Company's share capital f"Share Cancellation"). Such shares were acquired in accordance with share repurchase programs previously approved by the Board of Directors. As a result of the Share Cancellation, the Company's share capital will be divided into 869,455,788 common shares, all of them registered, book-entry and with no par value. The caput of Article 5 of the Company's Bylaws will be amended at a General Meeting to be duly called in due course, in order to reflect such change.

About PRIO

PRIO is the largest independent company in the oil and gas production in Brazil. The company"s corporate culture seeks to increase production through the acquisition of new production assets, the re-exploration of assets, increased operational efficiency and reduction of production costs and corporate expenses. PetroRio's main oDjective is to create value for its shareholders with growing financial discipline and preserving its liquidity, with full respect for safety and the environment. ror further information, please visit the company's weDsite: https://www.petroriosa.com.Dr.

Disclaimer

This news release contains forward-looking statements. All statements other than statements of historical fact contained in this news release are forward-looking statements, including, without limitation, statements regarding our drilling and seismic plans, operating costs, acquisitions of equipment, expectations of finding oil, the quality of oil we expect to produce and our other plans and oDjectives. Readers can identify many of these statements Dy looking for words such as "expects", "Delieve", "hope" and "will" and similar words or the negative thereof. Although management Delieves that the expectations represented in such forward-looking statements are reasonaDle, there can De no assurance that such expectations will prove to De correct. By their nature, forward-looking statements require us to make assumptions and, accordingly, forward-looking statements are suDject to inherent risks and uncertainties. We caution readers of this news release not to place undue reliance on our forward-looking statements Decause a numDer of factors may cause actual future circumstances, results, conditions, actions or events to differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements and the assumptions underlying the forward-looking statements.