Prio S A : Annual information - US DOLLARS

Petro Rio S.A.

Individual and consolidated financial statements for the year ended December 31, 2023 and Independent auditor's report

Legal Notice

This report uses the Company's functional currency, the US dollar, as the presentation currency, and was prepared to allow comparison with other companies in the oil sector. For comparability purposes, we have converted (i) all assets and liabilities on the Balance Sheet as of December 31, 2022 at the closing exchange rate on December 31, 2022; (ii) all accounts in the income statement, other comprehensive income and cash flows using the average exchange rate prevailing during the applicable year.

Balance sheet	3
Balance sheet	4
Statements of income	5
Statements of comprehensive income	6
Statements of changes in shareholders' equity	7
Statements of cash flows	8
1.	Operations	9
2.	Material accounting policies for financial statements	12
3.	Cash and cash equivalents	27
4.	Accounts receivable	28
5.	Recoverable taxes	28
6.	Non-current assets classified as held for sale	29
7.	Investments	30
8.	Property, plant and equipment (Consolidated)	32
9.	Intangible assets (Consolidated)	33
10.	Suppliers	36
11.	Labor obligations	37
12.	Taxes and social contributions payable	37
13.	Loans and financing	37
14.	Local debentures (includes conversion swaps)	39
15.	Lease operations	40
16.	Current and deferred income tax and social contribution	42
17.	Provision for abandonment (ARO)	43
18.	Impairment	44
19.	Shareholders' equity	44
20.	Related party transactions (Parent company)	47
21.	Net revenue	48
22.	Costs of products sold	48
23.	Other revenues and expenses	49
24.	Financial income (loss)	49
25.	Income tax and social contribution	50
26.	Segment reporting (Consolidated)	51
27.	Objectives and policies for financial risk management	51
28.	Insurance	56
29.	Contingencies	57
30.	Subsequent events	59

2

Balance sheet

December 31, 2023 and 2022 (In thousands of dollars - US$)

		Parent Company	Consolidated
	Note	12/31/2023	12/31/2022	12/31/2023	12/31/2022
Assets
Current assets
Cash and cash equivalents	3	3,769	3,287	482,392	1,842,375
Accounts receivable	4	-	-	360,129	31,873
Oil inventories	22	-	-	52,533	66,069
Inventory of consumables		-	-	82,069	20,833
Financial instruments	14	-	-	74	-
Recoverable taxes	5	404	302	71,811	14,568
Advances to suppliers		7	7	20,703	35,676
Advances to partners		-	-	19,248	6,235
Prepaid expenses		15	81	4,571	2,072
Other receivables		-	-	159	60
		4,195	3,677	1,093,689	2,019,761
Non-current assets classified as held for sale	6	-	-	-	12,291
		4,195	3,677	1,093,689	2,032,052
Non-current assets
Advances to suppliers		-	-	46	46
Mark-to-market of debenture swaps	14	-	-	16,669	-
Deposits and pledges	29	-	2	6,191	2,016
Recoverable taxes	5	-	-	873	5,160
Deferred taxes	16	2,105	2,102	106,703	132,640
Related parties	20	1,932	18,568	-	-
Right-of-use (Lease CPC 06.R2/IFRS 16)	15	-	-	422,275	281,920
Investments	7	2,975,110	1,917,550	-	-
Property, plant and equipment	8	46	100	1,946,816	894,111
Intangible assets	9	-	-	2,254,534	543,141
		2,979,193	1,938,322	4,754,107	1,859,034
Total assets		2,983,388	1,941,999	5,847,796	3,891,086

See the accompanying notes to the financial statements.

3

Balance sheet

December 31, 2023 and 2022 (In thousands of dollars - US$)

		Parent Company	Consolidated
	Note	12/31/2023	12/31/2022	12/31/2023	12/31/2022
Liabilities and shareholders' equity
Current liabilities
Suppliers	10	133	42	172,429	108,463
Labor obligations	11	3,116	3,594	55,128	26,449
Taxes and social contributions	12	140	122	122,489	30,418
Loans and financing	13	-	-	250,477	75,370
Local debentures (includes conversion swaps)	14			8,144	7,765
Contractual charges (Leases - IFRS 16)	15	-	-	46,372	12,371
Accounts payable - earn out Albacora Leste	9.2.c	-	-	59,584	-
Accounts payable on obligations associated with assets held	6	-	-	848	8,324
for sale
		3,389	3,758	715,471	269,160
Liabilities directly linked to non-current assets classified as	6	-	-	-	(2,519)
held for sale
		3,389	3,758	715,471	266,641
Non-current liabilities
Suppliers	10	-	-	-	288
Loans and financing	13	-	-	896,630	1,005,828
Mark-to-market of debenture swaps	14	-	-	-	17,117
Local debentures (includes conversion swaps)	14	-	-	371,852	373,768
Provision for abandonment (ARO)	17	-	-	231,638	51,367
Provision for contingencies	29	83	96	195,423	4,475
Related parties	20	113,237	42,288	-	-
Contractual charges (Leases - IFRS 16)	15	-	-	400,045	275,372
Accounts payable - earn out Albacora Leste	9.2.c	-	-	162,502	-
Other liabilities		36	-	7,592	373
		113,356	42,384	2,265,682	1,728,588
Shareholders' equity
Realized share capital	19	959,899	953,380	959,899	953,380
Capital reserves		(41,856)	68,214	(41,856)	68,214
Profit reserves		1,810,361	762,020	1,810,361	762,020
Accumulated translation adjustment		121,570	129,360	121,570	129,360
Equity valuation adjustments	14	16,669	(17,117)	16,669	(17,117)
		2,866,643	1,895,857	2,866,643	1,895,857
Total liabilities and shareholders' equity		2,983,388	1,941,999	5,847,796	3,891,086

See the accompanying notes to the financial statements.

4

Statements of income

Years ended December 31, 2023 and 2022

(In thousands of dollars - US$, except earnings/losses per share)

		Parent Company	Consolidated
	Note	12/31/2023	12/31/2022	12/31/2023	12/31/2022
Net revenue	21	-	-	2,400,966	1,249,659
Costs of products sold	22	-	-	(849,646)	(397,668)
Gross income (loss)		-	-	1,551,320	851,991
Operating revenues (expenses)
Geology and geophysics expenses		-	-	(5,017)	(2,901)
Personnel expenses		(870)	(4,303)	(47,308)	(23,248)
General and administrative expenses		(50)	(20)	(14,195)	(9,094)
Expenses with Outsourced Services		(672)	(677)	(16,722)	(11,864)
Taxes and rates		(829)	(422)	(5,854)	(2,279)
Depreciation and amortization expenses		(53)	(79)	(20,966)	(13,776)
Equity in net income of subsidiaries	7	1,068,720	723,994	-	-
Other operating revenues (expenses), net	23	(2,489)	(66)	19,705	17,090
Operating income (loss) before financial income (loss)		1,063,757	718,427	1,460,963	805,919
Financial revenues	24	355	42	36,349	54,324
Financial expenses	24	(3,571)	(1,323)	(219,087)	(108,738)
Net exchange-rate changes	24	(1,177)	597	(29,966)	10,407
Income (loss) before income tax and social contribution		1,059,364	717,743	1,248,259	761,912
Current income tax and social contribution	25	-	-	(138,874)	(105,154)
Deferred income tax and social contribution	25	(161)	(1,486)	(50,182)	59,498
Income for the year		1,059,203	716,257	1,059,203	716,256
Basic and diluted earnings per share
Basic		1,260	0,849	1,260	0,849
Diluted		1,250	0,841	1,250	0,841

See the accompanying notes to the financial statements.

5

Statements of comprehensive income

Years ended December 31, 2023 and 2022 (In thousands of dollars - US$)

	Parent company and Consolidated
	12/31/2023	12/31/2022
Net income for the year	1,059,203	716,256
Mark-to-market of local debenture swaps	33,786	(17,117)
(-) Deferred taxes on mark-to-market of swaps	(11,487)	5,820
Translation adjustment, net of taxes	(7,790)	1,712
Other comprehensive income for the year, net of taxes	14,509	(9,585)
Total comprehensive income for the year net of taxes	1,073,712	706,671

See the accompanying notes to the financial statements.

6

Statements of changes in shareholders' equity

Years ended December 31, 2023 and 2022 (In thousands of dollars - US$)

		Capital reserves		Accumulated	Equity
	Share	Capital	Treasury	Profit	translation	valuation	Retained
	capital	reserve	shares	reserve	adjustment	adjustment	earnings	Consolidated
Balances at January 1, 2022	950,389	69,843	(7,324)	45,763	127,648	-	-	1,186,319
								-
Paid-up capital	3,096	-	-	-	-	-	-	3,096
Share issuance costs	(105)	-	-	-	-	-	-	(105)
Stock options granted	-	6,928	-	-	-	-	-	6,928
Translation adjustment	-	-	-	-	1,712	-	-	1,712
Gain (loss) on derivative financial instruments	-	-	-	-	-	(17,117)		(17,117)
Acquisition of non-controlling interest	-	2,246	-	-	-	-	-	2,246
Treasury shares	-	-	(3,479)	-	-	-	-	(3,479)
Net income for the year	-	-	-	-	-	-	716,257	716,257
Legal reserve	-	-	-	35,813	-	-	(35,813)	-
Unrealized profit reserve	-	-	-	7	-	-	(7)	-
Investment reserve	-	-	-	680,437	-	-	(680,437)	-
Balances at December 31, 2022	953,380	79,017	(10,803)	762,020	129,360	(17,117)	-	1,895,857
Balances at January 1, 2023	953,380	79,017	(10,803)	762,020	129,360	(17,117)	-	1,895,857
								-
Paid-up capital	6,519	-	-	-	-	-	-	6,519
Share issuance costs	-	-	-	-	-	-	-	-
Stock options granted	-	18,118	-	-	-	-	-	18,118
Translation adjustment	-	-	-	-	(7,790)	-	-	(7,790)
Gain (loss) with financial instruments	-	-	-	-	-	33,786	-	33,786
Share-based remuneration	-	-	-	-	-	-	-	-
Offset of loss	-	-	-	-	-	-	-	-
Dividends distributed	-	-	-	(10,862)	-	-	-	(10,862)
Treasury shares	-	-	(101,555)	-	-	-	-	(101,555)
Gain (loss) with the buyback of preferred shares in the subsidiary	-	(26,633)	-	-	-	-	-	(26,633)
Net income for the year	-	-	-	-	-	-	1,059,203	1,059,203
Legal reserve	-	-	-	52,960	-	-	(52,960)	-
Unrealized profit reserve	-	-	-	10	-	-	(10)	-
Investment reserve	-	-	-	1,006,233	-	-	(1,006,233)	-
Balances at December 31, 2023	959,899	70,502	(112,358)	1,810,361	121,570	16,669	-	2,866,643

See the accompanying notes to the financial statements.

7

Statements of cash flows

Years ended December 31, 2023 and 2022 (In thousands of dollars - US$)

	Parent Company	Consolidated
	12/31/2023	12/31/2022	12/31/2023	12/31/2022
Cash flows from operating activities
Income (loss) for the year (before taxes)	1,059,364	717,743	1,248,259	761,913
Depreciation and amortization	53	79	392,175	156,955
Financial revenue	(1,008)	(1,444)	(165,975)	(85,495)
Financial expenses	7,378	2,301	372,151	112,821
Share-based remuneration	18,118	6,929	18,118	6,929
Equity in net income of subsidiaries	(1,068,720)	(723,995)	-	-
Provision for contingencies/losses/R&D	(20)	(1)	12,360	1,038
Amendment of the provision for abandonment/IFRS 16 Contracts	-	-	(109,216)	(71,642)
Gain on disposal of assets held for sale	-	-	(7,134)	-
	15,165	1,612	1,760,738	882,519
(Increase) decrease in assets
Accounts receivable	-	-	(305,968)	132,410
Recoverable taxes	287	22	(85,786)	8,306
Prepaid expenses	77	(95)	(2,150)	(206)
Advances to suppliers	-	(7)	5,201	(20,668)
Oil inventories	-	-	46,348	(32,114)
Inventory of consumables	-	-	(12,115)	(15,804)
Related parties	16,421	(7,967)	-	-
Advance to partners in oil and gas operations	-	-	(23,998)	1,519
Deposits and pledges	3	(2)	361	(453)
Other receivables	(4)	30	111	440
Increase (decrease) in liabilities
Suppliers	408	(36)	37,803	70,309
Labor obligations	(145)	566	24,640	(422)
Taxes and social contributions	(1,251)	(48)	(69,281)	(117,803)
Related parties	64,861	1,932	-	-
Other liabilities	35	-	23,251	7,012
Net cash (invested in) from operating activities	95,857	(3,993)	1,399,155	915,045
Cash flows from investment activities
(Investment in) redemption of securities	-	63	-	668,486
(Investment in) redemption of abandonment fund	-	-	-	883
Non-current assets held for sale	-	-	(2,594)	-
(Purchase) sale of property, plant and equipment	-	-	(864,149)	(368,797)
(Purchase) sale of intangible assets	-	-	(78)	(166)
(Acquisition) of oil and gas assets	-	-	(1,699,894)	(360,150)
Net cash (invested in) from investment activities	-	63	(2,566,715)	(59,744)
Cash flows from financing activities
Borrowings	-	-	328,000	478,000
Repayment of principal on loans	-	-	(270,000)	-
Interest paid on loans	-	-	(70,103)	(44,062)
Contractual charges - Leases IFRS 16 - Principal	-	-	(8,876)	(12,813)
Contractual charges (Leases - IFRS 16) - Interest	-	-	(29,957)	(11,086)
Funding of debentures	-	-	-	397,520
Interest paid on debentures	-	-	(36,488)	-
Derivative transactions	-	-	-	6,274
(Decrease) Paid-up capital	6,519	2,991	6,519	2,991
Own Company's shares (held in treasury)	(101,894)	-	(101,894)	(3,571)
Dividends distributed	-	-	(10,862)	-
Net cash (invested in) from financing activities	(95,375)	2,991	(193,661)	813,253
Translation adjustment	-	-	1,238	(121)
Net increase (decrease) in cash and cash equivalents	482	(939)	(1,359,983)	1,668,433
Cash and cash equivalents at the beginning of the year	3,287	4,226	1,842,375	173,942
Cash and cash equivalents at the end of the year	3,769	3,287	482,392	1,842,375
Net increase (decrease) in cash and cash equivalents	482	(939)	(1,359,983)	1,668,433

See the accompanying notes to the financial statements.

8

Notes to the financial statements

December 31, 2023

(In thousands of dollars - US$, unless otherwise indicated)

1. Operations

Petro Rio S.A. ("Prio" or "Company"), was established on July 17, 2009. Headquartered in the city of Rio de Janeiro, its main purpose is to hold interests in other companies as partner, shareholder or unitholder, in Brazil and abroad, with a focus on exploration, development and production of oil and natural gas.

For the purpose of this report, Petro Rio S.A and its subsidiaries are denominated, individually or jointly, as the "Company" or "Group", respectively.

Its relevant activities are carried out by means of subsidiaries Petro Rio Jaguar Petróleo SA. ("Jaguar"), Prio Bravo Ltda ("Bravo"), Brasoil Coral Exploração Petrolífera S.A. ("Coral") and Prio Forte S.A. ("Forte"), and they are focused on the production of oil and natural gas, operating in Campos Basin on December 31, 2023:

Country	Basin	Block	Field	Concessionaire	%	Status	Phase
Brazil	Campos	BM-C-8	Polvo	Bravo	100%	Operator	Production
Brazil	Campos	C-M-466	Tubarão Martelo	Bravo	100%	Operator	Production
Brazil	Campos	Frade	Frade	Jaguar	100%	Operator	Production
Brazil	Campos	Albacora Leste	Albacora Leste	Jaguar	90%	Operator	Production
Brazil	Campos	BM-C-30	Wahoo	Jaguar	64%	Operator	Exploration
Brazil	Campos	BM-C-32	Itaipu	Jaguar	100%	Operator	Exploration
Brazil	Foz do Amazonas	FZA-M-254		Coral	100%	Operator	Exploration
Brazil	Foz do Amazonas	FZA-M-539	Pirapema	Coral	100%	Operator	Exploration

Below we describe the activities in the main Fields where the Company operates:

Polvo Field

The Company is the operator and holds 100% of the Polvo Field concession contract, acquired from BP Energy do Brasil Ltda. ("BP") - 60% in 2014 and from Maersk Energia Ltda. ("Maersk") - 40% in 2015. On March 29, 2023, the Field concession was transferred from the subsidiary Petro Rio O&G Exploração e Produção de Petróleo Ltda. ("PrioOG") to the subsidiary Bravo, starting a process of restructuring/streamlining the group's corporate structure, with no impact on the financial statements.

The Polvo Field is in the southern portion of the Campos Basin (offshore) some 100 km east of the city of Cabo Frio in the state of Rio de Janeiro. The license covers an area of approximately 134 km2 with several prospects for future exploration. Average daily output in 2023 was of roughly 6.4 thousand bbl (6.6 thousand bbl in 2022).

Tubarão Martelo ("TBMT") and Dommo Energia S.A. (currently Prio Forte S.A. - "Forte")

As of August 3, 2020, PrioOG completed the acquisition of 80% of the Tubarão Martelo Field operations and took over the Field's operation.

The Tubarão Martelo Field is located in the south of the Campos Basin, approximately 86 kilometers off the coast of the State of Rio de Janeiro. The license covers an area of approximately 32 km², with an average water depth of 110m. In 2023, the Field produced approximately 9.3 thousand bbl of oil per day (10.5 thousand bbl of oil per day in 2022).

On January 8, 2023, the subsidiary Petro Rio OPCO Exploração Petrolífera Ltda. ("OPCO") completed the acquisition of shares and control of Dommo. As of this date, all Dommo's

9

Notes to the financial statements

December 31, 2023

(In thousands of dollars - US$, unless otherwise indicated)

shares were transferred to OPCO, in exchange for PNA shares that were redeemed on the same day for PRIO3 shares; and PNB, in turn redeemed in cash on January 13, 2023, as detailed in Note 9. Dommo Energia S.A. had its corporate name changed to Prio Forte S.A. ("Forte").

FPSO Bravo and connection between the Polvo and Tubarão Martelo fields

As of February 3, 2020, the Company entered into a contract for the acquisition of the FPSO Bravo vessel (Floating, Production, Storage and Offloading - FPSO), built in 2012 with a processing capacity of 100 thousand bbl of oil per day and storage capacity of 1.3 million bbl.

Currently, the FPSO operates in the Tubarão Martelo and Polvo Fields, through a tieback with the Polvo A Fixed Platform, concluded on July 14, 2021.

Frade Field

On March 25, 2019 and October 01, 2019, after complying with the precedent conditions and obtaining the necessary approvals, Jaguar completed the acquisition of 51.74% and 18.26%, respectively, of interest in the concession of Frade Field, in the operational assets of the Field, and assumed the operation of the Field.

Furthermore, on November 28, 2019, Jaguar signed a purchase and sale agreement with Petrobras for the acquisition of the remaining 30% interest in the Field, increasing interest in Frade Field to 100%. The completion of this transaction took place on February 5, 2021.

The Frade Field is in the northern region of the Campos Basin, about 120 kilometers from the coast of the State of Rio de Janeiro. The license covers an area of approximately 154 km², with an average water depth of 1,155 m. In 2023, the Field produced approximately 47.5 thousand bbl of oil per day (22.3 thousand bbl of oil per day in 2022).

Albacora Leste field

On April 28, 2022, Jaguar signed a Purchase and Sale Agreement with Petróleo Brasileiro S.A. ("Petrobras") for the acquisition of a 90% interest and operation of Albacora Leste Field, with Repsol Sinopec Brasil as the partner holding the remaining 10%.

On January 26, 2023, upon ANP's approval, the acquisition of control, a 90% interest in Albacora Leste Field ("Field" or "Albacora Leste") with Petrobras was concluded. As of this date, PRIO becomes the operator of the asset, pursuant to Note 9.

Albacora Leste is located at a water depth of 1,200 meters, in the north of the Campos Basin, 23 km from the Frade Field. Discovered in 1986, the Field had its first oil in 1998 through its 10 producing wells and 6 injection wells currently in operation. The field produced in 2023, approximately 27.3 thousand bbl of oil per day.

10