NOTICE TO SHAREHOLDERS
Rio de Janeiro, January z, zoz6 - PRIO S.A. "Company" or "PRIO") (B3: PRIO3› announces to its shareholders and the market in general that the Board of Directors has approved on January Z, z0z6 fa› the ratification of the conversion of 3,137,840 Company common shares and b› the subsequent approval of the increase of the Company's share capital to RS 15,8Z8,869,816.49. In compliance with article 33, XXXI of CVM Resolution 8o of March 2OZ2 ("CVM Resolution 80/z02z"J, the Company hereby provides the information required in Annex E of CVM Resolution 80/z02z regarding the capital increase approved by the Board of Directors.
Information from Annex E of cVM Resolution 8o/zozz
z - Date of the General Shareholders Meeting on which the Stock option Plan was approved.
The Company's first stock option plan was approved at the Extraordinary General Meeting held on December 2Z, 2017, and was amended at the Extraordinary General Meeting held on April 2o, 2ozo f"First Stock Option Plan" . The Company's new stock option plan was approved at the Extraordinary General Meeting held on December 8, zoz3 "New StoCk Option Plan").
zz - Amount of the capital raise and new share capital total.
Capital raise of RS 95,122,389.to, resulting in a total Share Capital of RS 15,8Z8,869,816.49.
zzz - Amount of issued shares.
A total of 3,137,840 common, registered, book-entry shares with no par value were issued under PRIO's First StoCk Option Plan and New StoCk Option Plan. The new shares issued will have the same rights and characteristics as the shares currently in existence, participating fully in all the benefits, as listed in the Company's Bylaws.
zV - Price of the issued shares.
For the issuance of 1,338, 177 shares, the issue price was RS 18.73. For the issuance of 758,586 shares, the issue price was RS 31.80. For the issuance of 763,935 shares, the issue price was RS
45.55. For the issuance of Z77,14Z shares, the issue price was RS 40.189.
V - Price of each species and classes of shares, identifying:
Minimum, average and maximum price of each year for the last 3 (three) years.
In Reais
ZOZ3
ZOZ4
ZOZ5
Min
Z9.93
38.97
3Z.89
Avg
4s.OO
44.5Z
39.to
Max
so.Zo
so.86
44.03
Minimum, average and maximum price of each quarter for the last z (two) years.
In Reais
2025
1Q
ZQ
3Q
4Q
YEAR
Min
36.17
3Z.89
36.55
34.ZO
3Z.89
Avg
3s.95
38.51
39.80
38.09
39.10
Max
43.OO
44.03
43.30
41.4Z
44.03
2024
IQ
2Q
3Q
4Q
YEAR
Min
4105
39.9B
41.96
38.97
38.97
Avg
4s45
45 O
45&Z
41.17
44.5Z
Max
49ii
soa6
49.60
45.53
60.86
Minimum, average and maximum price of each month for the last 6 (six) months.
In Reais
ZOZ 5
Jul
Aug
Sep
oct
Nov
Dec
Min
41. 48
36.85
36. 55
34. ZO
36. 44
37. 56
Avg
4z. 41
38. 76
38. 07
36.5Z
38. 66
39.34
Max
42. 30
40. 99
39. Z4
38.39
40. 30
41. 4Z
Average price for the last 9o (ninety) days.
The average price for the last 90 days was RS 38.09.
Vz) - Percentual potential dilution due to the issuance.
The dilution factor, considering the capital raise, could reach 0.36O/o.
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. For 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.