Petro Rio S.A.

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

Management Report

3

Independent auditors' report on the individual and consolidated financial statements

16

Balance sheet

22

Balance sheet

23

Statements of income

24

Statements of comprehensive income

25

Statements of changes in shareholders' equity

26

Statements of cash flows

27

Statements of added value

28

1.

Operations

29

2.

Material accounting policies for financial statements

32

3.

Cash and cash equivalents

50

4.

Accounts receivable

51

5.

Recoverable taxes

51

6.

Non-current assets classified as held for sale

52

7.

Investments

53

8.

Property, plant and equipment (Consolidated)

55

9.

Intangible assets (Consolidated)

57

10.

Suppliers

60

11.

Labor obligations

61

12.

Taxes and social contributions payable

61

13.

Loans and financing

61

14.

Local debentures (includes conversion swaps)

63

15.

Lease operations

64

16.

Current and deferred income tax and social contribution

66

17.

Provision for abandonment (ARO)

67

18.

Impairment

68

19.

Shareholders' equity

68

20.

Related party transactions (Parent company)

71

21.

Net revenue

72

22.

Costs of products sold

72

23.

Other revenues and expenses

73

24.

Financial income (loss)

73

25.

Income tax and social contribution

74

26.

Segment reporting (Consolidated)

75

27.

Objectives and policies for financial risk management

75

28.

Insurance

80

29.

Contingencies

81

30.

Subsequent events

83

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Management Report

The year 2023 was marked by several important achievements, such as the acquisition of the Albacora Leste field, the start of operations of the Hunter Queen, a rig acquired by PRIO in 2022, the purchase of the support vessel, Genesis I, emission reductions, and historic financial results. However, we also faced some setbacks, such as the conditions and integrity of the FPSO Forte and export taxes. Overcoming the challenges and achieving these milestones would not have been possible without the drive, determination, and discipline of our employees, who have shown total dedication by working tirelessly and making a difference.

In January 2023, we reached a significant milestone by finalizing the acquisition of the Albacora Leste field for approximately US$2.2 billion, with US$1.9 billion in fixed payments and up to US$250 million in earn-outs. After a thorough transition program carried out by a multidisciplinary team comprising professionals from the previous operator and PRIO employees, we took over the asset's operation and implemented a series of investments to transform the field into a PRIO asset. We started with an efficiency of 61.0% upon assuming control and ended the year with an efficiency of 94.6%. Also in January, we acquired Dommo for US$200 million, which held economic rights to 5% of the revenue from the Polvo and Tubarão Martelo cluster. In March, we also completed the acquisition of the remaining 40% stake in the Itaipu field, and in November, we divested the non-operating 10% stake in the Manati field, generating significant returns for the Company. Our trajectory continues to focus on growth, and we will continue to evaluate various opportunities for expansion and value creation.

We reached the historic milestone of 100,000 barrels per day in May 2023, highlighting our exceptional execution capability and our commitment to the highest standards of safety, sustainability, and socio- environmental responsibility. We also recognize that the efficiency of our operating costs is crucial to facing the volatility of the oil market. Thus, we recorded a record lifting cost of US$7.5 per barrel for the year, reaching US$6.8 per barrel in 4Q23. Additionally, in 2023, we concluded the 2nd phase of the successful Revitalization Campaign and achieved significant operational stability throughout the year in the Polvo and TBMT Cluster. These notable operational milestones are the direct result of increasingly efficient and safe production practices.

Through our Trading Company, established in 2023, we were able to practice sales under the "delivered to customer" mode, using larger vessels and optimizing our logistics. As a result, facing the significant increase in production, in 2023, we reached our highest level of offtakes, with 32.6 million barrels sold at competitive discounts.

Thus, we achieved record revenue, EBITDA, and net income for the year. We closed the quarter with a cash position of US$ 482 million and a leverage ratio of 0.7x net debt/EBITDA. Throughout the year 2023, we also repurchased approximately 13.5 million shares, including 1.8 million in 4Q23. In November, we carried out debt amortization totaling US$ 150 million, which had higher costs compared to the company's average and were nearing maturity. Finally, in February 2024, taking advantage of the favorable conditions in the local fixed-income market, we issued local debentures with a dollar swap totaling approximately US$ 400 million with a duration of 5.9 years and an average cost of 6.14% per year. All of this puts us in a favorable position to continue our strategy of redeveloping operated assets and future opportunities for inorganic growth.

2023 was also marked by the enhancement of our corporate governance model. We established the Compensation Committee and the Sustainability Committee, further strengthening our decision- making process. In December, we approved our new stock option plan, fully aligned with shareholders' interests, ensuring that at least 80% of the compensation for key executives is in stocks, with a progressive vesting period of 5 years.

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Our culture pushes us to reach new milestones. At PRIO, rebellion meets purpose, and our purpose is to improve lives by doing the impossible. We continue to work hard to raise awareness of the PRIO Culture so that the whole company can embody it. Currently, more than 91% of our employees are members of the company through the program for converting bonuses into shares, a reflection of the great cultural adherence and shared commitment.

We believe that we must act responsibly, respecting society and the environment. That's why we are focused on reducing our emissions in line with increasing efficiency and extending the life of our fields. In 2023, we achieved a 20% reduction in our emissions, reaching an average of 21 kgCO2e/boe for the year.

Internally, we continue to encourage and engage our employees in issues related to the environment, safety and social responsibility. One example was the Process Safety Campaign, focused on preventing accidents and improving safety, reliability, and operational performance.

We also expanded our external initiatives, consolidating our commitment to giving back to society. We launched the I PRIO signature, our declaration of love for the communities where we operate. In partnership with Instituto Reação and Todos na Luta, in 2023 we held the 2nd edition of the Reação Offshore program, training young people for the offshore industry. And we continued to support the PRIO Paralympic Team, while also sponsoring cultural events and exhibitions.

As part of our commitment to the development of the society in which we operate, throughout 2023, PRIO made 210 new hires and made a significant contribution to social development, allocating over R$30 million in sponsorships through incentivized projects and direct sponsorships. Additionally, we invested over R$8.9 million through the TAC Frade and paid R$1.1 billion in royalties and special participation, as well as contributing over R$526 million in income tax and social contribution, R$108 million in PIS/COFINS payments, and over R$271 million in export taxes. These actions reflect our dedication to promoting progress and sustainability in all areas where we operate.

Finally, we also thank our investors and society for supporting us on our journey so far. We know that there is much work ahead of us. We will continue to be enthusiastic and confident that 2024 will be a promising year for PRIO.

OPERATING PERFORMANCE

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The main operational highlights of the year are: (i) the Company's average production, which reached

88.0 kbpd in 2023 and 100.3 kbpd in 4Q23, an increase of approximately 118% and 111% compared to the previous year, respectively; (ii) lifting cost, which once again reached the lowest level ever recorded, showing a reduction of approximately 30% compared to 2022 and 20% compared to 4Q22; and (iii) the volume of offtakes carried out in the year, representing an increase of 166% compared to 2022.

The volume produced at Frade increased by 117% compared to 2022 and 72% compared to 4Q22. This increase is due to the start of production of the new wells from the 2nd phase of the Frade Revitalization campaign.

In the Polvo and TBMT cluster, the volume produced in the year was 4% lower than in the previous year due to the scheduled 8-day maintenance stoppage carried out in the cluster in March.

The volume produced in the Albacora Leste field in 4Q23 was 5% higher than in the previous quarter. The increase reflects the improvement in the asset's reliability, integrity and operational efficiency achieved over the course of 2023.

In the quarter, PRIO sold 8.4 million barrels, with 4.8 million from Frade, 1.8 million from the Polvo and TBMT cluster, and 1.8 million from Albacora Leste. The average gross sales price was US$ 77.39, a 9% reduction on the figure recorded in 4Q22, mainly due to the reduction in the Brent price.

Since the beginning of PRIO's operations, which consolidated its growth strategy through the acquisition and development of producing assets, the Company has been working to increase its production levels and streamline its costs, while maintaining excellence in environmental responsibility, safety, and operational efficiency. PRIO believes that the best protection against Brent's volatility is the reduction of its lifting cost, which will continue to be a pillar of current and future projects. The Company presents below the evolution of its lifting cost since 4Q17.

Lifting Cost PRIO

(US$/bbl)

The 4Q23 lifting cost, the lowest ever recorded by the Company, represents a reduction of approximately 20% compared to the same quarter of the previous year and 2% compared to 3Q23.

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The positive result is mainly due to: (i) the outcomes of the Frade Revitalization Plan, which added production to the field, and (ii) the increase in production and cost reduction of the Albacora Leste field.

TRADING

In 4Q23, PRIO sold 8.4 million barrels, representing an increase of 268% compared to 4Q22, which in turn was impacted by the Company's decision to sell a lower volume than its production, due to the increase in sea freight costs generated mainly by the redesign of Russian oil marketing flows. In relation to 3Q23, there was a 14% reduction in sales, mainly due to Repsol Sinopec Brasil S.A.'s offtake in Albacora Leste, which happens every time the oil stock referring to its stake accumulates 1 million barrels on the date set for the offtake.

Considering the significant increase in the Company's production, PRIO is looking for different alternatives for selling oil and obtaining better conditions, showing a growing improvement in the discounts practiced. As a result, most of the sales were made in the "delivery to customer" mode (5.2 million barrels), with a view to expanding the universe of customers.

FRADE FIELD

The average production of the field in the quarter was 55.3 kbpd, a decrease of approximately 2% compared to the previous quarter, due to natural production decline.

The operational efficiency of the asset in this quarter was 98.8%, the highest figure since the start of the Frade Revitalization Campaign. In this quarter, the operational efficiency of the asset was impacted by the MUP3A well, which was undergoing workover and was completed in February 2024 with the designation of MUP3B.

With the completion of the second phase of the Frade Revitalization Plan in 2023 and the data collected during its execution, PRIO is preparing for a third phase of the field's Revitalization Plan.

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POLVO AND TBMT CLUSTER

In 4Q23, the Polvo and TBMT cluster reported a daily average production 2.5% higher than the previous quarter. This increase is due to: (i) the temporary shutdown of the POL-W well in September, which resumed production in October, impacting production in 3Q23, and; (ii) the start of production from the new producing well, POL-Q, in September, contributing to the cluster's production. Compared to the previous year, the cluster had a daily average production 4% lower due to: (i) interruptions in the TBMT-4H and TBMT-8H wells, which resumed production in March and April, respectively, and; (ii) an 8-day scheduled shutdown in March, which impacted the asset's production average for the year.

The operational efficiency of the cluster in the quarter was 98.8%. The chart below illustrates the production and efficiency of the fields since 4Q20:

ALBACORA LESTE FIELD

In the quarter, the Albacora Leste Field had an average daily production of approximately 28.4 thousand barrels per day (PRIO's share) and an operational efficiency of 84.3% vs 81.4% in 3Q23. The significant month-to-month improvement can be explained by corrective maintenance and equipment replacement at the operational unit, enhancing the asset's reliability. In October, production and operational efficiency were impacted by occasional shutdowns for maintenance of fire fighting systems and power generation. In December, the field achieved its highest operational efficiency since the acquisition of the asset at 94.6% and an average daily production of 30.1 kbpd.

The Company continues to focus on improving the reliability, integrity, and operational efficiency of the asset to reach and maintain the standards of other PRIO assets.

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WAHOO FIELD

In the fourth quarter of 2023, PRIO remained focused on finalizing the acquisition of necessary equipment for the project, strengthening the diligence of manufacturing, importation, and delivery processes, deepening technical reviews of flow analysis and tieback specifications, as well as freezing project assumptions for well, topside, and subsea scopes to meet the first oil schedule of Wahoo in August 2024.

In November 2023, PRIO defined the window for the arrival of the vessel that will carry out the production line installation (tieback), scheduled between April 15, 2024, and May 15, 2024.

Finally, the next steps in the development of Wahoo are:

  1. Approval of Environmental Licensing for drilling and production at Wahoo Field;
  2. Start of drilling campaign;
  3. Commencement of activities for subsea construction and launch preparation;
  4. Subsea construction of interconnection between Wahoo Field and FPSO Valente;
  5. First Oil from Wahoo.

RESERVES CERTIFICATION

PRIO has published a new reserves and resources certification, prepared by DeGolyer & MacNaughton (D&M), with a reference date of January 1, 2024, including the Polvo and TBMT clusters, Frade and Wahoo, and the Albacora Leste field.

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Summary of reserves:

Summary of CAPEX associated with reserves:

Notes:

  1. Does not consider production maintenance CAPEX.
  2. Considers only drilling and well completion CAPEX.
  3. Considers CAPEX realized in 2023 from the MUP3B well.
  4. Considers CAPEX 100%.

In the Frade field, the 1P reserves were reviewed considering the performance of the producing wells opened in 2023. Additionally, the 2024 certification includes 3 new producing wells: MUP3B, ODP6, and Maracanã. ODP6 and Maracanã were considered contingent resources (1C), subject to the elaboration of the Development Plan, as was the case with Wahoo in the 2021 certification.

In the Wahoo field, there was a minor adjustment in the expected abandonment date due to the revision of Frade's OPEX from US$ 65 million per year to US$ 77 million per year.

In the Albacora Leste field, the 1P production curve was adjusted considering the current work plan, reaching a production peak of 79.2 kbpd in the year 2029. The CAPEX per added barrel was impacted by: (i) reopening of wells in 2023 with relatively low CAPEX compared to new wells; (ii) inclusion of 1 new injector well, resulting in an increase in CAPEX without an increase in reserves; and (iii) CAPEX of Arapuçá reservoir wells underwent adjustments after joint analysis with partners following PRIO's operation commencement.

Finally, in the Polvo and TBMT cluster, the new certification considered the anticipation of 1 producer well in the Polvo field, Well B, for 2024. Regarding CAPEX, the 2023 certification had considered 3 new producer wells in Polvo, 2 dry completion wells, and 1 wet completion well. In 2023, 1 dry completion well was drilled and exhibited stabilized production below that forecasted in the 2023 certification. Thus, although the total CAPEX to carry out the 2 new wells did not change compared to 2023, the CAPEX per new well in the 2024 certification increased because the CAPEX of the remaining wells is higher than the previously drilled well. The production projection of the new wells was also adjusted based on the production from the well drilled in 2023.

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ENVIRONMENT AND SOCIAL

The Company believes that its operational strategy, through efficiency improvement and field life extension, is directly linked to emission reduction. As such, in the year 2023¹, PRIO achieved an average relative emission² of 21 kgCO2e/boe, a reduction of 20% compared to 27 kgCO2e/boe in 2022. If we exclude the Albacora Leste field, which was not operated by PRIO in 2022, this reduction would be 34%. Since PRIO took over the field's operation, a 17% decrease in emissions has been observed. These reductions result from a series of improvements that the Company has been implementing in its assets to enhance the efficiency of its facilities.

In 2023, PRIO was the only company in the oil and gas sector to be a finalist in the GRI Awards, an award that recognizes companies in the sector that have carried out outstanding sustainable initiatives in the biodiversity and communities categories. As part of the Frade TAC, the company supports various projects such as the Marine and Fishing Research project, an important ally in generating new information related to fishing and the marine environment of Rio de Janeiro, as well as Conservation Units, a project that makes it possible to improve nine conservation units on the coast of the state of Rio de Janeiro and the north coast of São Paulo.

The Company believes that increased safety leads to greater efficiency. Therefore, throughout 2023, PRIO promoted various activities and campaigns to strengthen this pillar and raise awareness among employees about the importance of safety. For example, in the fourth quarter, the Company conducted the Process Safety Campaign, aiming to consolidate and share all knowledge of best safety practices with employees, preventing accidents and ensuring the safety, reliability, and performance of the Company's operations.

In 2023, PRIO's renowned Wellness program celebrated its 5th anniversary. The Company believes that the well-being of its employees is of utmost importance and continues to promote and provide various activities for its staff. In 4Q23, the Company organized ceramic activities, which involved the participation of four groups divided over three weeks each. Throughout the quarter, the Company also held an internal soccer championship, promoting integration and team spirit among the participants. Additionally, various outdoor activities were conducted, such as PRIO Trekking, group hikes along trails in Rio de Janeiro, yoga classes at the Aterro, and street races.

In this year, PRIO has created a signature for all projects and initiatives aimed at giving back to society, an important part of its growth. The IPRIO is a declaration of PRIO's love for the places where we operate. In this sense, throughout 4Q23, the Company sponsored the IPRIO Blue & Jazz Festival, the play Diary of Pilar in the Amazon, the Footprints of the Little Prince exhibition, and the final stage of the Porsche Cup at Interlagos. Additionally, in November 2023, the Company inaugurated the IPRIO Theater, which will feature various plays and renowned names in theater and music.

Finally, for 2024, PRIO has several new initiatives, including sponsorship of the Vini Jr Institute, which uses sports as a tool to support the learning of public school students. Additionally, PRIO will support the social project Rede Cruzada, focused on the education of adolescents and children, along with various other initiatives.

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PRIO SA published this content on 08 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2024 22:48:18 UTC.