Prio S A : AGM - GUIDELINES FOR ATTENDING

Annual General Meeting 2024

Management Proposal and Guidelines for Attending

Summary

03	GUIDELINES FOR
ATTENDING OUR ANNUAL
	GENERAL MEETING
05	MESSAGE FROM
THE CHAIRMAN
07	MESSAGE FROM
THE CEO
09	OUR GEOGRAPHIC
PRESENCE
13	2023 AT
A GLANCE
14	EFFICIENCY IS
OUR FIELD
16	PURPOSEOUR
18	HOW WE CREATE
AND SHARE

VALUE

24	GOVERNANCE
AND LEADERSHIP
31	EXECUTIVE SUMMARY
1.	Examination of the financial
		statements for the financial year
		ended December 31, 2023
	2.	Proposed allocation of net
		income for the financial year
		ended December 31, 2023
	3.	Setting the number of
		Board of Directors' members
	4.	Election of the Board
		of Directors' members
	5.	Constituion of the
		Company's Fiscal Council
	6.	Election of members to
		the Fiscal Council
	7.	Setting the limit for the annual
		overall remuneration of the
		Company's managers for the
		2024 fiscal year
	8.	Setting the annual overall
		remuneration of Fiscal Council
		members for the 2024 fiscal year
70	GENERAL PROVISIONS
FOR MEETINGS

PRIO

Management Proposal and Guidelines for Attending our Annual General Meeting 2024

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Guidelines for attending our

Annual General Meeting

When

Friday, April 19, 2024, at 5:30 pm.

We recommend arriving one hour in advance.

Where

The Meeting will take place in-person at the Company's headquarters, at Praia de Botafogo, 370, Botafogo, Rio de Janeiro, RJ.

Shareholder attendance

By the shareholder directly or through a duly appointed attorney- in-fact. Each shareholder may be represented by no more than one attorney-in-fact.

PRIO

Management Proposal and Guidelines for Attending our Annual General Meeting 2024

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Agenda of the

Annual General Meeting

		Voting
Item	Proposals	recommendation	Page
from the Board
		of Directors
	Obtain the accounts of the managers, examine, discuss and	APPROVE
	vote on the Financial Statements for the fiscal year ended	31
	December 31, 2023.
II	Deliberate on the proposed allocation of net income for the	APPROVE
fiscal year ended December 31, 2023 and the distribution of	34
	dividends to the Company's shareholders.
	To set the number of members who will compose the Board
III	of Directores for a unified term of office of two years, to end	APPROVE
at the Ordinary General Meeting that will deliberate on the	36
	management accounts and the Financial Statements for the
	year ending December 31, 2025.
	Elect the members of the Board of Directors for a unified term
IV	of two years to end at the Ordinary General Meeting that will	APPROVE	37
deliberate on the management accounts and the Financial
	Statements for the year ending December 31, 2025.
V	Deliberate on the constituion of the Company's Fiscal Council.	APPROVE	47
VI	Elect the members of the Company's Fiscal Council.	APPROVE	48
VII	Set the limit for the annual overall remuneration of the	APPROVE
Company's managers (members of the Board of Directors and	52
	Executive Board) for the fiscal year 2024.
VIII	Set the amount of annual overall remuneration of the	APPROVE	67
Company's Fiscal Council for the fiscal year 2024.

PRIO

Management Proposal and Guidelines for Attending our Annual General Meeting 2024		4

MESSAGE FROM THE

CHAIRMAN

PRIO's journey has not been a straightforward one. It has been replete with challenges requiring bold solutions, yet always with an emphasis on safety, planning, strategy and operational ex- cellence. Efficiency is our hallmark, which is why we work unstintingly to develop our operations. We want to go on creating value and ensuring increased energy production at a lower cost, with lower environmental impact and a higher return for society; that is business sustainability.

We are aware of and equipped to deal with issues that go beyond operational or financial concerns, because we acknowledge how closely our industry is linked to the environment.

Our results show a highly effective oil operator, with the potential to make a responsible contribution to energy supply for generations to come. In 2023, we achieved some major landmarks that reflect the solidity of our business: we reached the 100,000 barrels-per-day mark in the first half and sold a total of 32.6 million barrels over the year, with the lowest ever lifting cost - all the while, maintaining a focus on operational and environmental safety.

We believe that PRIO and every one of our workers are united around a single goal, which is why we work tirelessly to create a workplace where everyone feels valued and responsible for the company's success. In 2023, we devoted ourselves to strengthening our corporate culture, driven by the conviction that the commitment and passion of our staff are what fuels PRIO's journey to becoming the best.

We know that to achieve excellence it is imperative to attract and retain talent, without losing sight of the expectations of our shareholders. That is why we restructured our compensation model in 2023, with the approval of a new Stock Option Plan. Based on the market practices of similar-sized companies to PRIO, both within and outside of the oil & gas sector, on the guidelines of international proxy voting agencies and in line with the company's short and long-term strategies, the plan reaffirms our commitment to incorporating best practices in our organizational model.

We have a clear, planned vision of the future, with an emphasis on transparent, structured governance for the harmony of all stakehold- ers, with strategic steering by the Board of Directors and precise implementation by the Executive Board.

PRIO

Management Proposal and Guidelines for Attending our Annual General Meeting 2024

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Our commitment to strengthening our governance structure means that, in 2024, we have incorporated additional practices beyond those adopted by the Brazilian market, signing up to international criteria for corporate independence - stricter than those of Brazil's Novo Mercado (New Market) Regulations - and enhancing our decision-making structure through the setting-up of two new committees.

We remain committed to continuously improving our understanding of the needs and priorities of those impacted by our business: be it our employees, shareholders and stakeholders or the communities in which we operate. In 2023, we supported over 40 projects that create value and bring about transformation through cul- ture, education, sport and social development.

We know we need to be aware of and equipped to deal with issues that go beyond operational or financial concerns, because our industry is so closely linked to the environment. We continue to seek out best practices to minimize our impact and adopt a strategy to reduce our CO2 emissions per barrel of oil produced.

At our Annual General Meeting, shareholders will have the opportunity to elect PRIO's Board of Directors for the period 2024-2026. The names put forward not only represent the interests of our shareholder base, but promote a balance in our skills matrix, reflecting our commitment to a proactive approach to sustainable business development.

To gain a position in the international industry, we know we have a lot of work ahead of us. In line with the challenges of the industry, the Board of Directors to be elected will have a fundamental role to play in steering the company on its course towards the global independent oil & gas market, sustainably and with operational excellence.

On behalf of the Board of Directors, I would like to thank you for your ongoing support for our growth strategy for the company.

Nelson Queiroz Tanure

Chairman of the Board of Directors

PRIO

Management Proposal and Guidelines for Attending our Annual General Meeting 2024

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MESSAGE FROM

CEO

Dear shareholders,

2023 was a decisive year for PRIO. Our ongoing commitment to operational excellence and sustainable growth resulted in the notable achievement of beginning the year with an average daily production of 47,000 barrels of oil and closing it at 100,000 barrels per day. In all our operations and new projects, we maintained the highest standards of safety and efficiency, reinforcing our commitment to preserving the environment and and the health of our employees.

Our organizational culture, guided by the fundamental energies of People, Results, Nonconformism and Boldness, has been the driving force behind our success. In 2023, we stepped up our efforts to spread PRIO Culture throughout the company, recognizing the importance of passing on our experience and learning to the next generation of workers.

Today, most of our employees are partners in the company through our Stock Option Plan, which demonstrates their long-term vision and commitment to PRIO culture.

We delivered successfully on our ongoing strategy to revitalize mature fields, achieving record results in terms of production, offtakes, revenues, EBITDA and profits. Meanwhile, the reduction in our lifting cost to a historic US$ 7.5 per barrel in 2023 gave a solid indication of our operational efficiency.

100,000 BARRELS

per day in the last quarter of 2023, exemplifying operational excellence

PRIO

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We ramped up the dissemination of our culture and values to our employees

In the sphere of new business, in January we made the strategic acquisition of Albacora Les- te, giving greater robustness to our daily production and proven reserves. The meticulous integration and efficient transfer of Albacora Leste's operations ensured a careful transition for this asset. In addition, we successfully concluded the incorporation of Dommo Energia, which held the rights to 5% of the revenues from the Polvo and Tubarão Martelo fields, both operated by PRIO.

During the year, we also concluded the sale of our 10% non-operating interest in the Manati natural gas field, giving a return of more than 3.4 times the capital invested. Currently, our focus is on managing our operated assets, which are a priority for the sustainability of our business.

In line with our environmental commitment, we made progress on the measurement and certification of CO₂ emissions, leading to a 20% reduction in 2023 compared to 2022. Meanwhile, we published our first Sustainability Report, containing data on emissions, water use, waste treatment and projects geared to the environment and biodiversity.

Our tireless quest for efficiency and safety is reflected not only in our business model, which aims to extend the life of mature fields, but also in our social commitment. In 2023, we increased our social, cultural and environmental contri- butions, supporting initiatives like the second edition of the Reação Offshore program, the Brazilian Symphony Orchestra and Favela Brass.

We are grateful to all our employees and inves- tors, the regulatory authorities and society for their continuing support. We acknowledge that there are challenges ahead, but we are confident in our capacity to maintain operational and financial discipline in order to make our dreams a reality and add even more value in the future.

Roberto Bernardes Monteiro

CEO

PRIO

Management Proposal and Guidelines for Attending our Annual General Meeting 2024

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OUR GEOGRAPHIC

PRESENCE

Polvo and Tubarão Martelo

fields: we own 100% of the concessions for Polvo and Tubarão Martelo, operating the cluster with the FPSO Bravo.

Frade and Wahoo fields: we own 100% of the Frade concession and 64% of the Wahoo concession (asset under development), where we operate with FPSO Valente.

Albacora Leste field: we own 90% of the concession and operate the asset using the FPSO Forte.

ES

São Francisco de Itabapoana

São João da Barra

MG

Campos dos

Goytacazes

	Porto	Wahoo
	do Açu
	Quissamã	Frade
RJ	Carapebus
		Albacora
		Leste

Macaé

Casimiro

de Abreu Rio das Ostras

	Iguaba	Armação		Offshore
	de Buzios
São Pedro	Grande
	units
da Aldeia	Araruama	Cabo Frio		FPSO Bravo
		Arraial do Cabo		Polvo A
			FPSO Valente
		Tubarão	Polvo	FPSO Forte
		Martelo

PRIO

Management Proposal and Guidelines for Attending our Annual General Meeting 2024

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Polvo Field (100%)

The company's first production asset. In 2015, we became the holders of 100% of the field and associated infrastructure. In 2016, we began the Polvo Field's Redevelopment Plan, with three phases of revitalization occurring in 2016, 2018 and 2020. In 2016, we invested over US$ 11 million to increase oil extraction from the field, significantly increasing oil production. In 2018, we drilled three new wells adding 5,000 barrels per day to production. With the third phase of revitalization between 2019 and 2020, we peaked at 1P (proven) reserves and extended the field's life until 2034 (according to the 2024 certification). In 2021, we completed the first tieback by an independent operator in Brazil, connecting the Polvo field to the Tubarão Martelo Field. Also in 2021, we finished drilling a new well in the Eo- cene reservoir, POL-K, which contributed approximately 2,500 barrels to the field's daily production. In 2023, we drilled a new well in the Eocene reservoir, POL-Q, which added approximately 15% to the field's average daily production volume. We are currently exploring new drilling campaigns and strategies to optimize operational costs.

6.4 15,700 39.4 2034

MILLION	BARRELS	MILLION	forecast
BARRELS	average daily	BARRELS	abandonment
of the TBMT +
sold in 2023	production in 2023	1P+1C 2024
Polvo cluster
		reserves of the
		TBMT + Polvo
		cluster

Tubarão Martelo Field (100%)

In 2020, we acquired FPSO Bravo and 80% of the Tubarão Martelo Field, taking over the asset's operation and obtaining economic rights to 95% of the oil produced. The following year, we were able to extend its lifespan until 2033 following the completion of the tieback between the Tubarão Martelo and Polvo fields. Throughout 2022, we made improvements to FPSO Bravo's energy system, which resulted in environmental benefits and operational efficiency, with the operational synergy of the Tubarão Martelo and Polvo fields cutting costs and positively impacting the cluster's production. In 2023, we became holders of 100% of the asset following the conclusion of the acquisition of Grupo Dommo.

PRIO

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