Petro Rio : MANAGEMENT PROPOSAL - ORDINARY GENERAL MEETING

CNPJ/MF No. 10.629.105/0001-68 NIRE 33.3.0029084-2

Public Traded Company

Under the Securities and Exchange Commission Instruction ("CVM") No. 481 of December 17, 2009 ( "ICVM 481/09"), the administration of Petro Rio S.A. ("Company" or "PetroRio") hereby presents the Administration Proposal for the items to be resolved at the Ordinary General Meeting to be held on April 28, 2016, 04:00 pm, at the Company's headquarters building at Praia de Botafogo, 370, Botafogo, Zip Code 22250-040, in the City and State of Rio de Janeiro.

(Meeting Agenda)

CNPJ/MF No. 10.629.105/0001-68 NIRE 33.3.0029084-2

Public Traded Company

The shareholders of Petro Rio S.A. ( "Company") are invited to attend the Annual General Ordinary Meeting of the Company to be held on April 28, 2017, 04:00 pm, at the Company's headquarters building, at Praia de Botafogo, 370, Botafogo, Zip Code 22250-040, in the City and State of Rio de Janeiro in order to decide on the following agenda:

At Annual General Meeting:

1. taking the administration accounts, examine, discuss and vote the financial statements for the year ended December 31, 2016;

2. approving the allocation of net income for the year ended December 31, 2016;

3. fixing the value limit of the annual global compensation of the Company's administrators;

Information to shareholders:

1. The information and documents provided for in CVM Instruction No. 481/09, especially the Administration Proposal, regarding the matters to be resolved, are available to shareholders at the registered office, on the electronic addresses of the Company (www.petroriosa. com.br), CVM (www.cvm.gov.br) and BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange (www.bmfbovespa.com.br), the latter through EmpresasNet system. The same documents in English language will be available on the Company´s website (www.petroriosa.com.br) and should be entered on the Canadian website SEDAR - System for Electronic Document Analysis and Retrieval (www.sedar.com).

2. According to Article 12 of the Company's Bylaws, to be admitted to the General Meeting, the shareholder (or their legal representative) should submit, at least 48 (forty-eight) hours of the day of the respective General Meeting, the following documents: (a) receipt issued by Depositary Institution of Shares Without Certificate of its ownership or custody, in accordance with article 126 of Law 6.404/76 ( "LSA"), and/or related to shareholders in the fungible custody of registered shares, the statement containing the respective shareholding, issued by the competent agency dated within 02 (two) business days prior to the General Meeting; and (b.1) for individuals: ID with photo (RG, RNE, CNH or even professional-class portfolios officially acknowledged); or (b.2) for legal entities: copy of the last consolidated bylaws or articles of incorporation, duly notarized and consularized, when applicable, and the corporate documentation granting mandate, power of attorney or other, as well as duly notarized and consularized copies or the original identification documents with photos of their

   legal representatives, or (b.3) copy, notarized and consularized, where applicable, of last consolidated fund rules and the bylaws or articles of incorporation of its manager, the corporate documentation granting mandate, power of attorney or other, and duly notarized and consularized copies and the original identification documents with photo of the legal representatives for the investment funds.

3. The shareholder who wishes to be represented by an Attorney shall submit, at least 48 (forty-eight) hours in advance of the day of said General Meeting, as required by Article 12, heading provisions, paragraph 6 of the Bylaws and Article 126, § 1 of the LSA, the respective mandate granted with maximum prior notice of 1 (one) year of the date of the General Meeting, with special powers and documents evidencing the powers of the signatories, with signatures duly recognized. Powers of attorney issued abroad must have its signatures notarized and accompanied by the respective consularization and sworn translation into Portuguese.

4. In case of Remote Voting case, The shareholders shall send, until 04.20.2017 the respective Vote Bulletin to: 1) PetroRio stock writer or 2) to its custodial agents that provide this service; Or 3) directly to the Company. For further information, please observe the rules established by CVM Instruction 481/2009 and the procedures covered by the distance voting made available by PetroRio.

5. Notwithstanding the aforementioned, the shareholders who attend the General Meeting with the documents listed in this Notice, by the time of the opening session of the General Meeting, may participate and vote, even if they have failed to deliver them previously.

6. In addition to the Company's publications required by the Brazilian law and by the rules of the CVM, the Company will send by email, this Notice of Meeting, together with the proposals relating to the matters to be discussed at the General Meeting, to shareholders who specifically request these materials. Shareholders who wish to exercise such power shall send an email to address of the Department of Investors Relations (ri@petroriosa.com.br).

Rio de Janeiro, March 28, 2016.

Chairman of the Board of Directors

(Item 10 of the Reference Form - ICVM 480)

1. General financial and equity conditions:

   The Company's Board of Directors understands that its capital structure is conservative, considering a solid, debt-free balance and a comfortable cash position of R$ 571 million at the end of December of 2016. Due to the oil and gas market scenario and its growth plans, the Company may be required to undergo changes in its capital structure.

   The Company's general liquidity and indebtedness indexes for the last three years are shown below:

   PATRIMONIAL STRUCTURE INDEX SOLVENCY INDEXES

   Year Capital of Third Parties /General

   General Liquidity ³ Current Liquidity 4 Equity ¹ Indebtedness ²

   2016	0.30	0.23	3.15	9.82
   2015	0.29	0.22	3.14	9.67
   2014	0.70	0.41	1.21	3.42

   ¹ (Current Liabilities + Non-Current Liabilities) / Shareholders' Equity 2 (Current Liabilities + Non-Current Liabilities) / Total Assets

   3 (Current Assets) / (Current Liabilities + Non-Current Liabilities) 4 Current Assets / Current Liabilities

   Therefore, based on the values calculated for the indexes presented above, Management believes that the Company has satisfactory liquidity and sufficient financial health to meet the obligations with third parties and working capital.

   The net working capital, calculated on December 31, 2016 through the difference between Current Assets and Current Liabilities, totalized R$ 702 thousand, representing adequate conditions for the fulfillment of short-term obligations. In 2015 and 2014, net working capital was R$ 814.4 thousand and R$ 632 thousand, respectively, always representing adequate conditions for the fulfillment of short-term obligations.

2. Capital structure

The Company's capital structure is presented below: