Prio S A : EGM - MANUAL FOR SHAREHOLDERS PARTICIPATION

Management Proposal

and Manual For

Shareholders' Participation

EXTRAORDINARY

GENERAL

MEETING

2O23

Index

This Management Proposal and Manual for Shareholders' Participation summarizes the main information related to the matters included in the agenda, as well as other relevant information regarding the shareholder's participation in the PRIO's Extraordinary General Meeting which shall be held, on first call, 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 ("Meeting" or "EGM").

		Página
1	Management Letter	3
2	Meeting Agenda	4
2.1	Item I - Proposal of the new Stock Option Plan	4
2.2	Item II - Proposal for Amendments to the Company's Bylaws	6
	Item III - Proposal to authorize the Company's management to change
2.3	the Company's call option programs and contracts in light of the new Sotck	8
	Option Plan
3	General Guidelines	9
4	Annex - Mandatory documents provided for in CVM Resolution nº 81,	12
dated March 29 2022

2

Management

Letter

Dear Shareholders,

At PRIO, our journey is guided by our commitment to operational excellence: We believe that efficiency is the key to our success, and we work tirelessly to improve our operations in a sustainable manner.

Since 2015, we have recorded notable growth, going from 6,000 barrels per day to 100,000 barrels per day in 2023. Today, we are the largest independent operator in the oil and gas industry in Brazil and we know that we could not achieve these results without the commitment and passion of our team.

We believe that employees are our main asset, and we work tirelessly to build an environment in which everyone feels valued and responsible for the Company's success. Thus, we encourage the strengthening of a compensation model that guarantees their active participation in long-term incentive programs and the share-based compensation program for employees plays a significant role in such strategy.

As we grow, we also prioritize our contribution to society and the environment. We recognize our responsibility in the present and towards future generations. We expanded our operations in so- cial, cultural, environmental and sports initiatives, while working to reduce the carbon footprint of our operations, establishing a distinct position in low emissions in the Campos Basin.

We are excited about the future and would like to thank you for your continued support and trust in our Company. This is what allows us to continue executing the strategy that brought us here.

PRIO

HUMAN ENERGY CREATES ENERGY

3

Item I

Proposal of new

Stock Option Plan

As the largest independent company in the national oil and gas industry, PRIO knows that a critical challenge for the Company's long-term success is attracting the best professionals, retaining talents and motivating and engaging leaders who hold strategic positions.

A compensation structure linked to meritocracy is one of the main pillars of PRIO's high performance culture, so supplying the company with the requisite resources and instruments to stimulate both employees and executives becomes a key part in the process to unlock the value levers associated with the continuity of the Company's sustainable management.

For PRIO, it is the boldness delineating both short- and long-term targets that has enabled the Company to present its growth trajectory in recent years. For this reason, the Company recognizes the importance of establishing a compensation strategy that aligns seamlessly with this very premise.

With the purpose of adding value to the Company and its shareholders, the long-term incentive program represents a relevant component within PRIO's employees and executives' total compensation package, which highlights our concern with developing instruments that adequately reflects merit-based principles and the Company's robust culture of growth and high-development.

In this context, the new Stock Option Plan plays a pivotal role in nurturing the development of sustainable value by affording every employee the opportunity of enjoying gains proportionally to the value they contribute to the Company, while promoting the retention and commitment of said skilled professionals. This instrument is essential to ensure alignment between the interests of employees, PRIO and its shareholders.

Therefore, besides meeting global governance stan- dards, the proposed new Stock Option Plan was prepared based on market practices of companies of similar size to PRIO within and outside the oil and gas industry, as well as on the guidelines of international proxy voting agencies, all while aligning with our short and long-term strategies toward delivering returns to our shareholders and ensuring the sustainability of the Company's business.

Thus, the new Stock Option Plan cultivates a sense of ownership and engagement among its beneficiaries, fostering a meritocratic culture that is adept at retaining and rewarding talent, structured to ensure full alignment of the interests between the beneficiaries, the Company, and its shareholders. These initiatives are based on solid assumptions:

• Talent Retention. The company will not only retain its current key professionals but also attract new talent, thereby fostering a high-performance culture.

• High Performance Incentive. Benefi-

ciaries will have the opportunity to take advantage on the growth in shareholder value, encouraging them to overcome targets and maximizing their capacity to generate medium and lon-

g-term value.

4

• Total Shareholder Return Valorization. The

Company's creation of value through the recognition of its professionals leads to the

appreciation of shares issued by PRIO, ultimately maximizing the returns for shareholders over the medium and long term.

These graphical representations demonstrates (i) the strong correlation between the Company's growth and the optimization of added value for its shareholders, in contrast to other companies in the domestic oil and gas industry; and (ii) the proportion of executive's compensation in relation to PRIO's net profit over the last three fiscal years:

i	PRIO vs Peers and IBOV
(Base 100)		approximately
				2.808,7
				of
			multiple .
		a	period
		by
		surged	the
		over
	price times
	stock	28
	PRIO3

JAN/18

APR/18

JUL/18

OCT/18

JAN/19

APR/19

JUL/19

OCT/19

JAN/20

APR/20

JUL/20

OCT/20

JAN/21

APR/21

JUL/21

OCT/21

JAN/22

APR/22

JUL/22

OCT/22

JAN/23

APR/23

JUL/23

OCT/23

PRIO

Peer A

Peer B

Peer C

Peer D

Peer E

IBOV

ii	Compensation / % Net Profit

8,84%

7,73%

5,27%

2020

2021

2022

In pursuit of the ongoing enhancement of our strategy to nurture and retain talent with skills that are critical to PRIO's challenges, while also fortifying a compensation framework aligned with these goals, the Management Proposal of this Meeting submits the Proposal for a new Stock Option Plan for the approval by the Shareholders, as detailed below:

Participants	Employees and Officers.
Strike Price	Closing average in the last forty-five (45) days of the year, with no
market price discounts applied.
	For Employees:
	• 2nd year after the Reference Year: 40%
	• 3rd year after Reference Year: 30%
	• 4th year after Reference Year: 30%
Vesting	For Officers:
• 2nd year after the Reference Year: 10%
	• 3rd year after Reference Year: 15%
	• 4th year after Reference Year: 20%
	• 5th year after Reference Year: 25%
	• 6th year after Reference Year: 30%
	Up to five percent (5%) of the total shares issued by the Company
Maximum Dilution Potential	on the date of approval of the new Stock Option Plan (limited to
0.5% per annum for all Officers jointly considered, under the ter-
	ms of the Compensation Policy).
Administration of the Plan	The new Stock Option Plan will be managed by the Compensation
Committee.
	Eligible Officers and Employees are prohibited from interfering in
Conflicts of Interest	the administration of the Plan. No member of the Compensation
Committee shall be entitled to receive Options granted within the
	scope of their duration of service.

5

Item II

Amendment to the

Company's Bylaws

The amendment of the following provisions of the Company's Bylaws is proposed: (i) head provision of Article 5; (ii) Article 8; (iii) Articles 17, 18 and 37; (iv) item "(f)" of Paragraph Two of Article 40; and (v) Chapter IX.

These proposed statutory amendments are related to the following objectives:

Amend the value of the share capital and the number of shares issued by the Company to accurately reflect the capital increa-

Article 5 of the Bylawsse approved by the Board of Directors, within the limits of the authorized share capital, pursuant to the Board of Directors' Meeting held on January 02, 2023.

Enhance the authority of the Board of Directors, as stipulated in the Law 6404, of December 15, 1976 (the "Corporate Law"),

Article 8 of the Bylawsto deliberate on the capitalization of the Company's reserves, within the limits of authorized share capital already provided

for in the Company's Bylaws, pursuant to Article 169 of the Corporate Law.

Remove any references to provisions that have already been re-

Article 16 of the Bylawsvoked from the B3 Novo Mercado Regulations, in order to adapt the statutory provisions with their current version.

Article 17, Paragraph Five of Article 18 and Article 37 of the Bylaws

Insert the provision that the nomination, investiture and duration of service of members of the Board of Directors and the Tax Council must comply with the provisions of the Company's Nomination Policy, in alignment with the highest standards of corporate governance.

6

	Remove the provision that a member of the Company's Executive
	Board may decide to relocate the percentage of up to ten percent
Article 29, Paragraph Two, of the	(10%) of exploration and evaluation expenses, as well as other
Bylaws	operational measures of their respective area. The purpose of this
	statutory amendment is to adapt the Bylaws to the Company's
	current operational practices.

	Modify item "(f)", paragraph two of Article 40 of the Bylaws to in-
	corporate new purposes for the statutory profit reserve called
	"Investment Reserve". The purpose of this statutory amendment
	is to adapt income allocation rules with the Company's current
	growth profile, especially to cover possible investments. For the
	Company to continue its growth plans, both through the acquisi-
Article 40, Paragraph Two, item "(f)"	tion of new exploration and production assets, and through the
of the Bylaws	redevelopment of the fields it already owns, it must raise funds
	from third parties, either through securing fresh loans or issuing
	new shares.
	The core purpose of this adjustment is to support operational
	stability and create growth prospects with value generation by
	softening the Company's debt profile and contributing to a more
	sustainable management of its corporate debt.

Adjust the rule applicable to the calculation of the price per share to be adopted within the scope of possible public acquisition offers (POA) due to Achievement of Relevant Interest, as well as modifying other specific aspects of the POA for Reaching Rele-

Chapter IX of the Bylawsvant Interest. This alteration aims to ensure that the procedure involved in the POA to Achieve Relevant Interest is: easily comprehensible to the Company's Shareholders, providing enhanced clarity in the procedural aspects, and (ii) more advantageous for the Company's Shareholders.

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Item III

Authorization to the Company's management to make changes to the Company's call option programs and contracts in light of the new Stock Option Plan

With the purpose of enabling efficiency in the management of the Company's stock option programs and contracts, PRIO recognizes the importance of implementing specific provisions from the new Stock Option Plan to contracts concluded within the scope of the previous Plan to standardize procedures and provisions during the transitional period when the stock options granted based on the previous Plan may be in effect.

In this context, as part of our ongoing efforts to strengthen the compensation practices adopted by the Company, PRIO invites Shareholders to deliberate on the approval of the authorization for management to adopt the required measures so that the provisions of 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 new Stock Option Plan are applied to share grant programs and call option contracts entered into until the date of the Meeting, based on the Plan approved on December 22, 2017 and amended on April 20, 2020.

8

General

Guidelines

for the Extraordinary General Meeting

The Meeting

WHENWHERE

PARTICIPATION

Friday,

November 24, 2023 at 5:30 pm.

We highly recommend arriving at least one (1) hour beforehand.

Quorum of Installation

The Meeting will take place in person at the Company's corporate headquarters, located at Praia de Botafogo, nº 370, Botafogo, CEP 22250- 040, in the city of Rio de Ja- neiro, state of Rio de Janeiro.

If you intend to take part in this EGM, you may do so directly in person or through a duly appointed attorney-in--fact. For logistics reasons, shareholder representation is limited to a maximum of one (1) attorney-in-fact for each participant.

Pursuant to Article 135 of the Corporate Law, the presence of at least two-thirds (2/3) of the Company's voting shares will be required to open the Meeting, on the first call.

If such minimum quorum is not reached, the Company will publish the second call Notice for the Extraordinary General Meeting to be held on December 8, 2023, as approved by the Company's Board of Directors at a meeting held on October 31, 2023. The Extraordinary General Meeting may be opened on second call with the presence of any number of shareholders.

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Voting Right

Pursuant to Article 6 of PRIO's Bylaws, each common share issued by the Company entitles its owner to one vote in the deliberations of the Meeting Agenda.

Required Documents

Shareholder - Individual

Proof of ownership of shares 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 sha- res, the statement containing the respective shareholding, dated up to two (2) business days before the Extraordinary General Meeting.

Original identification document with photo (RG, RNE, CNH or even an officially recognized professional class card)

The attorney-in-fact for an individual shareholder must also present the following documents: (i) power of attorney granted, at most one (1) year before the date of the Extraordinary General Meeting, granting special powers to the representative, who, in the case of an individual shareholder, must be another sharehol- der, 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).

Shareholder - Legal Entity

Proof of ownership of shares 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 sha- res, the statement containing the respective shareholding, dated up to two (2) business days before the Extraordinary General Meeting.

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).

Copy of the corporate documentation that proves the powers of representation of the legal representati- ve(s) present at the Extraordinary General Meeting (e.g., minutes of election of the legal representative or the person who signed the power of attorney, if applicable).

Original identification documents with photo of the legal representative(s) present at the Extraordinary General Meeting (RG, RNE, CNH or even an officially recognized professional class card).

The attorney-in-fact for a legal entity shareholder must also present the following documents: (i) power of attorney granted, at most one (1) year before the date of the Extraordinary General Meeting, granting special powers to the representative, who, in the case of an individual shareholder, must be another sharehol- der, 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).

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