Increase in Capital Through Capitalization of Reserves

Prio S.A. (referred to as PRIO or the Company) is informing its shareholders and the market at large about a recent decision made by the Company’s Board of Directors on February 25, 2025. The board approved an increase in the Company’s share capital of R$ 2,800,000,000.00, elevating the total from R$ 10,933,747,427.39 to R$ 13,733,747,427.39. This increase is being carried out through the capitalization of funds previously allocated to the statutory profit reserve known as the “Investment Reserve.”

The main objective behind the capital increase is to provide financial support for various development initiatives related to the Wahoo Field. These projects include the drilling of four production wells and two injection wells, as well as the installation of a 30-kilometer tieback connecting the Wahoo Field to the FPSO Valente situated in the Frade Field. Furthermore, the capital increase will facilitate the financing of drilling and subsurface connection activities across producing assets. Strengthening the Company’s capital structure, boosting its cash position, and meeting obligations linked to the recent acquisition of a share in exploration blocks BM-C-7 and BM-C-47 are also key motivations behind this move. Additionally, the capital increase will lay the groundwork for funding future growth opportunities, encompassing inorganic projects and endeavors focused on enhancing shareholder value, all in line with the defined purpose of this reserve as outlined in the Company’s Bylaws.

Importantly, the Capital Increase does not entail the distribution of new shares to existing shareholders or any changes in the number of shares currently in circulation. Instead, it constitutes an accounting maneuver whereby a portion of the amounts from the Investment Reserve is reallocated to augment the share capital, raising its monetary value. Notably, this does not involve the influx of fresh capital into the Company. Given that the Capital Increase essentially involves reshuffling funds present in the Company’s shareholders’ equity, it does not carry any immediate financial or economic repercussions.

For detailed information concerning the Capital Increase, interested parties can refer to the Notice to Shareholders published by PRIO on the date of the decision. Furthermore, the minutes of the Board of Directors meeting where the Capital Increase was ratified are available for review on the Company’s website (ri.prio3.com.br) and the Securities and Exchange Commission’s official website (www.gov.br/cvm).