Petro Rio S.A. (“Company” or “PetroRio”) (B3: PRIO3), in compliance with the provisions of article 157, paragraph 4 of Law No. 6,406, of December 15, 1976, as amended (“Corporations Law”), Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) (“CVM”) Rule No. 358, dated January 3, 2002, as amended, and CVM Rule No. 476, dated January 16, 2009, as amended (“CVM Rule 476”), and in continuation of the information disclosed in the material facts disclosed on December 15 and 24, 2020, hereby informs its shareholders (“Shareholders”) and the market in general that the Company’s Board of Directors approved on January 17, 2020 a primary public offering with restricted selling efforts (“Restricted Offering”) of initially 22,000,000 common, nominative, shares, with no par value, all free and clear of any liens or encumbrances (“Shares”), to be issued by the Company and offered to no more than 75 professional investors and to be subscribed by up to 50 professional investors in Brazil, to qualified institutional buyers (as defined under Rule 144A of the U.S. Securities Act of 1933, as amended (“Securities Act”)) in the United States and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act), in accordance with CVM Rule 476. In accordance with CVM regulations, the total number of Shares proposed to be initially offered may be increased by up to 35% of the Shares initially offered, or up to 7,700,000 Shares (“Additional Shares”), at the offering price which will be intended to meet any excess demand.
If you would like to receive a free translation of the full Portuguese-language fato relevante and are able to certify that you are a “qualified institutional buyer” (as defined in Rule 144A of the Securities Act) to the reasonable satisfaction of the Company, please contact the Company’s Investors Relations Department at firstname.lastname@example.org.
The Company will keep its Shareholders and the market in general informed about the process of the Restricted Offering, under the terms of the applicable regulation.