Call Notice

(Meeting Agenda)

PRIO S.A.

CNPJ 10.629.105/0001-68

NIRE 33.3.0029084-2

PUBLICLY HELD COMPANY

CALL NOTICE

EXTRAORDINARY GENERAL MEETING

The shareholders of PRIO S.A. ("PRIO" or "Company") are invited to participate in the Company's Extraordinary General Meetings to be held on November 24, 2023, at 5:30 pm, in person, at the Company's headquarters building, located at Praia de Botafogo, nº 370, Botafogo, CEP 22.250-040, in the city of Rio de Janeiro, state of Rio de Janeiro ("Extraordinary General Meeting" or "Meeting"), to deliberate on the following agenda:

  1. approve the Management Proposal to make the following amendments to the Bylaws: (a.1) amend Article 5to update the amount of the share capital and the number of shares issued by the Company, aiming to reflect the capital increases approved by the Board of Directors on January 2, 2023; (a.2) amend Article 8to insert in the Bylaws the possibility for the Company's Board of Directors to approve, within the limit of the authorized capital, the capitalization of the Company's reserves; (a.3) amend Article 16to remove references to revoked provisions of the B3 Novo Mercado (New Market) Regulations; (a.4) amend Article 17, Article 18 and Article 37to insert the provision that the nomination, investiture and tenure of members of the Board of Directors and the Fiscal Council must comply with the provisions of the Company's Nomination Policy; (a.5) delete paragraph 2 of Article 29to remove the provision that a member of the Company's Executive Board may rearrange exploration and evaluation expenses, as well as other operational measures; (a.6) amend item "(f)", paragraph 2 of Article 40to provide new purposes for the statutory profit reserve called "Investment Reserve"; (a.7) amend Chapter IXto modify aspects of the Public Offer of Acquisition (POA) by Reaching Relevant Interest; (b) approve the consolidation of the Company's Bylaws to reflect the changes provided for in item "(a)" of the Agenda; (c) approve the Company's new Stock Option Plan, replacing the Stock Option Plan approved on December 22, 2017 and amended on April 20, 2020, in accordance with the Management Proposal; and (d) authorize the Company's management to adopt the necessary measures so that items 2.1.2, 4.1.3, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 6.1.3, 6.4, 6.5, 9.2, 9.3, 9.4, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 of the Company's new Stock Option Plan may be applied to the share grant programs established and the Company's stock option

contracts entered into, until the date of the Meeting, within the scope of the Stock Option Plan approved on December 22, 2017 and amended on April 20, 2020.

Information to shareholders:

  1. Documents referring to the EGM. The information and other documents provided for in CVM Resolution 81, dated March 29, 2022 ("CVM Resolution 81/2022"), referring to the matters to be resolved at the EGM, particularly the Management Proposal, are available to shareholders at PRIO's registered office and on the website of the Company (www.ri.prio3.com.br), of the Brazilian Securities and Exchange Commission (www.gov.br/cvm) and of B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br).
  2. EGM's Installation Quorum. As provided for in Article 135 of Law 6404, of December 15, 1976, as amended ("Brazilian Corporate Law"), the EGM will be installed on first call, with the presence of shareholders representing at least two- thirds (2/3) of the total votes granted by the Company's voting shares.
  3. Documents for participation in the EGM. In accordance with Article 13 of the Company's Bylaws, and with Article 126 of Corporate Law, to be admitted to the EGM, the shareholder (or its legal representative) must present, at least forty-eight
    (48) hours before the start of the EGM, the following documents:
  1. shareholder - individual: (i) proof issued by the depositary financial institution of the book-entry shares held or in custody; and/or, in the case of a shareholder participating in the fungible custody of nominative shares, the statement containing the respective shareholding, dated up to two (2) business days before the EGM; (ii) original identification document with photo (RG, RNE, CNH or even an officially recognized professional class card); and (iii) in case of participation by means of an attorney-in-fact, all documents listed in item "d)" below;
  2. shareholder - legal entity: (i) proof issued by the depositary financial institution of the book-entry shares held or in custody; and/or, in the case of a shareholder participating in the fungible custody of nominative shares, the statement containing the respective shareholding, dated up to two (2) business days before the EGM; (ii) copy of the current version of the Bylaws, Articles of Association or consolidated Articles of Incorporation, duly registered with the competent body (Board of Trade or Civil Registry of Legal

Entities); (iii) copy of the corporate documentation that proves the powers of representation of the legal representative(s) present at the EGM (e.g., minutes of election of the legal representative or the person who signed the power of attorney, if applicable); (iv) original identification documents with photo of the legal representative(s) present at the EGM (RG, RNE, CNH or even an officially recognized professional class card); and (v) in case of participation by means of an attorney-in-fact, all documents listed in item "(d)" below;

  1. shareholder in the form of an investment fund: (i) proof issued by the depositary financial institution of the book-entry shares held or in custody; and/or, in the case of a shareholder participating in the fungible custody of nominative shares, the statement containing the respective shareholding, dated up to two (2) business days before the EGM; (ii) proof of capacity of manager of the investment fund (or equivalent abroad) granted to the person who represents him/her at the EGM, or who has granted the powers to the attorney-in-fact;(iii) copy of the current version of the investment fund's consolidated regulations; (iv) copy of the current version of the fund administrator's consolidated regulations, duly registered with the competent body (Board of Trade or Civil Registry of Legal Entities); (v) copy of the corporate documentation of the fund's administrator that proves the powers of representation of the legal representative(s) present at the EGM (e.g., minutes of election of the legal representative or the person who signed the power of attorney, if applicable); (vi) original identification documents with photo of the legal representative(s) present at the EGM (RG, RNE, CNH or even an officially recognized professional class card); and (vii) in case of participation by means of an attorney-in-fact, all documents listed in item "(d)" below; and
  2. shareholder represented by an attorney-in-fact: if the shareholder chooses to be represented by an attorney-in-fact at the EGM, in addition to the documents listed in items "a", "b" or "c" above (as the case may be), the following documents must be presented: (i) power of attorney granted, at most one (1) year before the date of the EGM, granting special powers to the representative, who, in the case of an individual shareholder, must be another shareholder, Company's manager, lawyer, financial institution or investment fund manager representing the joint owners, with the signatures recognized by a notary's office; and (ii) original identification document with photo (RG, RNE, CNH or even an officially recognized professional class card).

Foreign documents or documents from abroad: the signatures and documents indicated above that are foreign or have been prepared abroad must be duly notarized, consularized or apostilled, as the case may be. If the document has been prepared in a language other than Portuguese, its sworn translation into Portuguese must also be provided.

Submission method: the documents listed above must be sent by the shareholders in digital copies, up to 5:30 p.m. on November 22, 2023, by means of an electronic message sent to the email address of the Company's Investor Relations Department (ri@prio3.com.br), indicating, as the subject of the email "NOVEMBER 2023 EGM - Documents for Admission - SHAREHOLDER NAME."

Notwithstanding the foregoing, the shareholder who attends the EGM with the documents listed in this Call Notice until the opening of the EGM's work may participate and vote at the EGM, even if he/she has failed to send them previously.

4. Request for Sending Documents. The shareholder may request the submission, by email, of the EGM notice documents made available on this date by the Company, by sending an electronic message addressed to the Company's Investor Relations Department (ri@prio3.com.br).

Rio de Janeiro, November 1st, 2023.

Nelson de Queiroz Sequeiros Tanure

Chairman of the Board of Directors

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Petro Rio SA published this content on 01 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 November 2023 22:46:05 UTC.