Approval of the Merger of Maha Holding and Enauta shares into 3R

3R PETROLEUM ÓLEO E GÁS S.A. (“3R”) and ENAUTA PARTICIPAÇÕES S.A. (“Enauta” and, jointly with 3R, the “Companies”), under the terms of article 157, §4, of Law No. 6,404, December 15, 1976 (“Brazilian Corporate Law”), CVM Resolution No. 44, August 23, 2021, following the material facts disclosed on April 1 and 9, 2024, and May 17, 2024, regarding the transaction involving the merger of Maha Energy (Holding) Brasil Ltda. (“Maha Holding”) into 3R (“Merger of Maha Holding”), and of the merger of Enauta Participações S.A. (“Enauta”) shares into 3R (“Merger of Enauta Shares” and, jointly with Merger of Maha Holding, “Transaction”), communicate to its investors and the market in general that, on this date, the Companies’ shareholders approved, at Extraordinary General Meetings (“Meetings”), the Merger Enauta Shares, in addition to other matters included in the respective agendas of the Meetings, including, in relation to 3R Meeting, the Merger of Maha Holding and the new share-based incentive plan, which the terms and conditions are available on the 3R and the Securities and Exchange Commission websites.

The effectiveness of the Transaction, as well as 3R’s capital increase, the dismissal of the current members of 3R’s Board of Directors, the election of the members of 3R’s Board of Directors and the amendments to 3R’s bylaws, is subject to the fulfillment (or waiver, as the case may be) of certain conditions set forth in the “Protocolo e Justificação de Incorporação da Maha Energy (Holding) Brasil Ltda. pela 3R Petroleum Óleo e Gás S.A.” (“Protocol and Justification Maha Holding”) and in the “Protocolo e Justificação de Incorporação das Ações de emissão da Enauta Participações S.A. pela 3R Petroleum Óleo e Gás S.A” (“Protocol and Justification Enauta” and, jointly with Protocol and Justification Maha Holding, the “Protocols and Justification”).

Promptly after the fulfillment of the conditions provided for in the Protocols and Justification, the Companies’ Board of Directors will convey a meeting to confirm the fulfillment (or waiver, as the case may be) of the suspensive conditions, certify the final number of shares that will be delivered to Enauta’s shareholders and to Maha Holding’s quotaholder and confirm the closing date of the Transaction. The Companies will disclose to the market the closing date of the Transaction and other information regarding the issuance and delivery of the Company’s shares to Enauta’s shareholders to Maha Holding’s quotaholder opportunely.

The right of withdrawal will be guaranteed to Enauta shareholders who have held shares issued by Enauta, uninterruptedly, since the closing of trading on April 01, 2024, voted against the Merger of Enauta Shares, abstained from voting or did not attend the Extraordinary General Meeting, and who expressly declare their intention to exercise their right to withdrawal, within 30 (thirty) days from the date of publication of the minutes of the referred Meeting. The amount of the reimbursement per share issued by Enauta to be paid as a result of the exercise of the right of withdrawal was calculated based on Enauta’s net equity, considering the financial statements for the fiscal year ended December 31, 2023, and corresponds to R$ 14.59 (fourteen Brazilian Reais and fifty-nine cents) per share issued by Enauta. Payment of the share reimbursement amount will depend on the consummation of the Transaction, pursuant to the article 230 of the Brazilian Corporate Law. Additional information regarding procedures and specific deadlines for the exercise of the right of withdrawal will be disclosed, on this date, by Enauta by means of a Notice to Shareholders. 3R’s shareholders, on the other hand, will not have the right to withdraw.

Any capital gains obtained by shareholders as a result of the Merger of Enauta Shares may be subject to income tax and other taxes, pursuant to the legal and regulatory rules applicable to each category of investor. Each investor should consult their advisors on the applicable taxation and be responsible for paying the applicable taxes, provided that the law does not assign responsibility for withholding and paying taxes to another person.

With regards to non-resident investors, if 3R is obliged by law to withhold and pay the taxes owed by such non-resident investors in connection with the Merger of Enauta Shares, they will be informed in due course of how to pay the taxes, how to provide information to 3R and, if necessary, 3R will request the debit of the amount owed by the non-resident investor to B3.

Finally, the Companies will keep their shareholders and the market in general informed of any relevant updates and the development of the issue, under the terms of the applicable regulations.

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