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, it was approved the creation of a new share repurchase program for Company shares to the limit of 86,945,579 PRIO's common shares, with no par value "Repurchase Program"), representing up to TOO/of the total shares issued by the Company fconsidering the number of shares issued by the Company after the cancellation of treasury shares disclosed on this date›.
1) Purpose.The purpose of the Share Repurchase Program is to allocate the Company's available resources in order to maximize value creation for shareholders through the efficient management of its capital structure, by means of the negotiation of derivative contracts and the acquisition of common shares issued by the Company, to be held in treasury and subsequently sold in the market or canceled, in compliance with the provisions of paragraph one of Article 3o of the Brazilian Corporate Law and CVM Resolution No. 77, dated March 29, Z022 ("CVM Resolution No. 77/2oz2"J. The Share Repurchase Program will be carried out directly by the Company or through its subsidiaries: fi) PRIo Bravo Ltda., a limited liability company headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Praia de Botafogo, n° 370, 13° andar, Botafogo, CEP AZ.250-O4o, registered with the CNPJ/MF under n° 03.Z55.Z66/0001-73; (ii) PRIO Comercializadora Ltda., a limited liability company headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Praia de Botafogo, n° 370, 13th floor, Botafogo, CEP ZS.250-O4o, registered with the CNPJ/MF under n° 11.058.804/0001-68; (iii) PRIO Internacional Ltda., a limited liability company headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Praia de Botafogo, n° 37o, Dep 2 ao 13 PAV, sala RODC, Botafogo, CEP AZ.250-040, registered with the CNPJ/MF under n° O5.495. 044/0001-53; (iv) PRIO Forte S.A., a corporation headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Praia de Botafogo, n° 370, Dep z ao 13 PAV, sala 101C, Botafogo, CEP ZS. z5O-O4o, registered with the CNPJ/MF under No. 08.9Z6.302/0001-0's; and (v) PRIO Tigris S.A., a corporation headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Praia de Botafogo, No. 37o, 3rd floor fpartJ, Botafogo, ZIP code 2z.250-040, registered with the CNPJ/MF under No. 06.871.406/0001-Z6, at market price, in accordance with the provisions of ¿4 of art. 4 of CVM Resolution No. 77/doze in the case of Financial Instruments.Term. The transactions may be carried out for a maximum period of 18 feighteen months, through June
17, Z027.
Price. The transactions will be carried out at market prices, in compliance with the provisions of paragraph 4 of Article 4 of CVM Resolution No. 77/2o2z, in the case of financial instruments.
Number of outstanding shares and held in treasury. As of this date, the Company has fi) 8Z1,ZZO,O15 outstanding common shares, as defined in Article 1, sole paragraph, item I of CVM Resolution 77/2oz2, and lii) 59,Z0Z,762 shares held in treasury.
All other information regarding the Repurchase Program required by Annex G to CVM Resolution 80 of March z9, Z02z, is available in the minutes of the Board of Directors' meeting and on the websites of CVM fcvm.gov.bra and B3 S.A. - Brasil, Bolsa, Balcao.
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. PRIO'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.prio3.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.