Petro Rio S A : COMPANY BYLAWS

BY-LAWS.

OF

PETRO RIO S.A.

(Approved at the Extraordinary Shareholders' Meeting held on May 4, 2020

CHAPTER I.

CORPORATE NAME, HEAD OFFICE, PURPOSE AND VALIDITY

Article 1. Petro Rio S.A. ("Company") is a shareholding corporation that is governed by its By-Laws, by the applicable legislation e the Novo Mercado Listing Regulation ("Novo Mercado Regulation") of B3 S.A. - Brasil, Bolsa, Balcão ("B3").

Sole Paragraph- The Company, its shareholders, management and Fiscal Committee members, when established, are subject to the provisions of B3 Novo Mercado Listing Regulation.

Article 2. The Company's head office and court in at the Praia de Botafogo, 370, Dep 2 to 13 PAV, suite 101C, Botafogo, in the City of Rio de Janeiro, State of Rio de Janeiro, Zip Code 22250040.

Sole Paragraph- The Company may, by resolution of the Executive Board, establish and close affiliates, branches, deposits, warehouses and any other establishments, in Brazil or abroad, subject to the provisions of these By-Laws.

Article 3. The corporate businesses of the Company are: (1) participation in other companies as partner, shareholder or quotaholder, in Brazil or abroad, regardless of activity conducted by them; and (2) subject to obtaining all regulatory licenses, authorizations and approvals: (i) the provision of consultancy services and research projects in the areas of environment, oil, natural gas, mining, providing professional advice to companies in the areas of collection, chemical analysis (organic and inorganic) and interpretation of geological data, geochemistry, geophysics and remote sensing of such data, as well as foreign trade consultancy; (ii) the oil and natural gas exploitation, development and production; (iii) the import, export, refining, sales and distribution of oil, natural gas, fuels and petroleum by-products; and (iv) the electricity generation, sales and distribution.

Article 4. The Company's term of duration is indefinite.

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CHAPTER II

CAPITAL STOCK, SHARES AND SHAREHOLDERS

Article 5. The Company's fully subscribed and paid-up capital stock is R$ 3,463,530,244.12 (three billion, four hundred and sixty-three million, five hundred and thirty thousand, two hundred and forty-four Reais and twelve cents), divided into 144,685,660 (one hundred and forty-four million, six hundred and eighty-five thousand. and six hundred and sixty) common, registered, book-entry shares, with no par value.

Paragraph 1- The Company's capital stock shall be represented exclusively by common shares.

Paragraph 2 - All the Company shares are book-entry shares and shall be kept in a deposit account, in the name of its holders, in a financial institution authorized by the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - CVM) with which the Company has a trustee agreement (contrato de custódia) in force, without issuance of certificates. The depositary institution may charge shareholders the cost of service of transfer and registration of ownership of book-entry shares, as well as the cost of services related to shares in custody, subject to the maximum limits set forth the CVM.

Paragraph 3- The Company shall not be authorized to issue preferred shares or founders' shares.

Paragraph 4- By resolution of the Board of Directors, the shares comprising the Company's capital stock may be subject to combination or division.

Article 6. Each common share grants the right to one vote on resolutions of the Shareholders' Meetings of the Company, provided, however, that no shareholder or Shareholders Group shall be able to exercise votes in a number superior to 15% (fifteen percent) of the number of shares in which the capital stock is divided.

Paragraph 1- For the purposes of these By-Laws, there shall be constitute as "Shareholders Group" two or more shareholders of the Company:

1. which are parties to a voting agreement, either directly or through subsidiaries, controlling companies or companies under common Control;
2. in case any of them is, directly or indirectly, the controlling shareholder or controlling company of any other, or of the others;
3. which are companies directly or indirectly controlled by the same person, or group of persons, shareholders or not; or

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1. which are corporations, associations, foundations, cooperatives and trusts, funds or investment portfolios, common rights, or any other forms of organization or enterprise with the same officers or managers, or even which officers or managers are corporations directly or indirectly controlled by same person, or group of persons, shareholders or not.

Paragraph 2- In case of investment funds with a common manager, only those having an investment policy and voting rights in the Shareholders' Meetings, under the terms of the respective regulations, under the discretionary responsibility of such manager, shall be deemed as a Shareholder Group.

Paragraph 3- In addition to the provisions of the caput, items and paragraphs of this Article, there shall be deemed as parties of the same Shareholders Group, in a given Shareholders' Meeting, any shareholders or Shareholders Group represented by the same agent, manager or representative at any title, except in the case of security holders issued under the Company's Depositary Receipts program, when represented by the respective Depositary Bank.

Paragraph 4- In case of shareholders' agreements that deal with the exercise of the right to vote, all signatories thereof shall be considered as members of a Shareholders Group, for the purpose of applying the limitation to the number of votes mentioned in the caput of this Article.

Paragraph 5- The chairman of the Shareholders' Meeting shall ensure that the rules provided for in this Article are applied, and shall inform the number of votes that may be exercised by each shareholder or Shareholders Group present.

Paragraph 6- Votes that exceed the limits set forth in this Article shall not be counted in the Shareholders' Meeting.

Article 7. The Company is authorized to increase the capital stock up to the limit of R$10,000,000,000.00 (ten billion Reais), excluding shares already issued, regardless of any statutory amendment.

Paragraph 1- For the purposes of this Article, the capital stock increase shall be carried out by resolution of the Board of Directors, which shall be responsible for establishing the conditions of the issuance. In case of subscription with payment in assets, the Shareholders' Meeting shall have authority to increase the capital, upon consultation with the Fiscal Committee, if established.

Paragraph 2- The Board of Directors, within the limit of the authorized capital, may decide on the issuance by the Company of common shares, warrants and debentures convertible

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into common shares.

Paragraph 3 - The fail to pay the total amount subscribed, by the subscriber, under the conditions set forth in the subscription instrument or in the call required by the management, the subscriber shall be lawfully typified as a shareholder in default, pursuant to articles 106 and 107 of Law 6404 published on December 15, 1976, as amended ("Brazilian Corporation Law"), and such shareholder shall be subject to the payment of the amount in arrears, monetarily adjusted according to the variation of the General Market Price Index (Índice Geral de Preços ao Mercado) announced by the Getúlio Vargas Foundation, or an alternate index, within the shortest frequency lawfully accepted, plus interest of 12% (twelve percent) per year, calculated pro rata temporis and the corresponding fine of 10% (ten percent) of the value of the payment in arrears, duly adjusted, without prejudice of adoption of the measures provided in article 107 from Brazilian Corporation Law.

Article 8. The Company may issue common shares, debentures convertible into common shares and warrants, with the exception of the shareholders' right of first refusal, or with a reduction in the term for their exercise, when the placement is made through a sale on a stock exchange or by public subscription, or even through exchange of shares, in a public offer for acquisition of control, pursuant to article 172 of the Brazilian Corporation Law.

Article 9 - By resolution of the Board of Directors, the Company may acquire its own shares for keeping as treasury shares and subsequent disposal or cancellation, up to the balance of profit and reserves, other than the legal, without decrease in the capital stock, subject to applicable legal and regulatory provisions.

10. Subject to the terms of Article 24 of these By-Laws, as well as to the terms and conditions of the plan(s) approved by the Shareholders' Meeting, the Board of Directors may grant a stock option or option to subscribe the shares issued by the Company, without preemption right for the shareholders, on behalf of the managers, employees or individuals that provide services to the Company, and this option may be extended to the managers or employees of the companies controlled, directly or indirectly, by the Company.

Article 11. Shareholders who directly or indirectly are engaged in activities that are or may be deemed as competitive activities developed by the Company shall have their right to vote limited to 10% (ten percent) of the capital stock.

Paragraph 1- There shall be deemed that a Shareholder exercises or may indirectly exercise a competitive activity in case such Shareholder holds, directly or indirectly, an interest of at least 5% (five percent) in the total capital stock, or has relevant influence or