Petro Rio S A : MATERIAL FACT - PUBLIC OFFERING OF SHARES (FOLLOW-ON) | PRICING

MATERIAL FACT

Rio de Janeiro, January 28, 2021 - Petro Rio S.A. ("Company" or "PetroRio") (B3: PRIO3), in compliance with the provisions of article 157, paragraph 4 of Law No. 6,406, of December 15, 1976, as amended ("Corporations Law"), Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) ("CVM") Rule No. 358, dated January 3, 2002, as amended, and CVM Rule No. 476, dated January 16, 2009, as amended ("CVM Rule 476"), and in continuation of the information disclosed in the material facts disclosed on December 15 and 24, 2020 and January 18, 2021, hereby informs its shareholders ("Shareholders") and the market in general that the Company's Board of Directors approved today the pricing of a primary public offering with restricted selling efforts ("Restricted Offering") of 29,700,000 common, nominative, shares, with no par value, all free and clear of any liens or encumbrances ("Shares"), to be issued by the Company to professional investors in Brazil, to qualified institutional buyers (as defined under Rule 144A of the U.S. Securities Act of 1933, as amended ("Securities Act")) in the United States and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act), in accordance with CVM Rule 476. The Company's Board of Directors set the price per Share at R$69.00, resulting in a capital increase in an aggregate amount of R$2,049,300,000.00. Immediately following the consummation of the Restricted Offering, the Company's share capital will total an aggregate amount of R$5,526,451,830.79 comprising 175,666,169 common shares.

The Shares sold under the Restricted Offering will be traded on the B3 S.A. - Brasil, Bolsa, Balcão ("B3") on February 1, 2021, and settlement of the Shares will occur on February 2, 2021.

The Restricted Offering of the Shares has not been and will not be registered under the Securities Act, or any other U.S. federal and state securities laws, and the Shares may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. investors, unless they are registered, or exempt from, or not subject to, registration under the Securities Act.

The issuance of the Shares by the Company stemming from the Restricted Offering will be performed with the exclusion of the preemptive right of the current Shareholders, under the terms of article 172, item I, of the Corporations Law, and article 8 of the bylaws of the Company ("Bylaws"), and such issuance will be performed within the authorized capital limits provided for in the Bylaws.

In order to comply with CVM Rule 476 and to ensure the participation of the Shareholders in the Restricted Offering, priority rights were given to the Shareholders to subscribe for up to all of the Shares to be placed through the Restricted Offering pro rata to their shareholdings in the Company's capital ("Priority Offering"). Therefore, pursuant to the Priority Offering, all of the Shares offered in the Restricted Offering were offered to all of the Shareholders before any other investors. The Priority Offering occurred in

Brazil concurrently with the Restricted Offering and has not been and will not be registered under the Securities Act or under any U.S. state securities laws. Accordingly, the Priority Offering was only available to investors in the United States or to U.S. persons in reliance on exemptions from registration provided under the Securities Act.

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This material fact notice is disclosed for informative purpose only and shall not, in any circumstances, be construed as an investment recommendation. This material fact notice does not constitute an offer to sell or the solicitation of an offer to buy the Company's securities, including the Shares, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

If you would like to receive a free translation of the full Portuguese-languagefato relevante and are able to certify that you are a "qualified institutional buyer" (as defined in Rule 144A of the Securities Act) to the reasonable satisfaction of the Company, please contact the Company's Investors Relations Department at [e-mail].

Any communications to the Shareholders and the market related to the Restricted Offering, including possible alterations of the transaction schedule, will be disclosed by means of a notice to the market or material fact on the electronic pages of the CVM (www.cvm.gov.br), B3 (www.b3.com.br), and the Company (http://ri.petroriosa.com.br).

The Company will keep its Shareholders and the market in general informed about the process of the Restricted Offering, under the terms of the applicable regulation. Additional information may be obtained at the Company's Department of Investor Relations, in the city of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, No. 370, 13th floor, Botafogo, CEP 22250-040, or on the Company's website (http://ri.petroriosa.com.br).

Praia de Botafogo, 370 • 13º andar • Botafogo • 22250-040 • Rio de Janeiro/RJ [phone]

petroriosa.com.br

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