Praia de Botafogo, 370 • 13º andar
Botafogo • 22250-040 • Rio de Janeiro/RJ
+55 21 3721 3800
petroriosa.com.br SYNTHETIC VOTING MAP
ANNUAL GENERAL MEETING
Rio de Janeiro, April 19, 2024 - PRIO S.A. ("Company" or "PRIO") (B3: PRIO3), pursuant to the provisions of CVM Resolution 81 of March 29, 2022, hereby informs its shareholders and the market in general the final synthetic voting map consolidating the votes instruction given by shareholders via distance voting ballots and in person for each of the matters that were examined, discussed and voted on at the Annual General Meeting held on this date, with the indication of the total number of approvals, rejections and abstentions for each matter on the Agenda.
The Company presents below the final voting map:
Number of ON Shares | ||||
Description of the Resolution | ||||
Approve | Reject | Abstain | ||
1. Authorize the drawing up of the minutes of | ||||
the Meeting in the form of a summary of the | 278,718,236 | 41,987,194 | 29,186,446 | |
facts that occurred, according to paragraph 1 | ||||
of art. 130 of Law No. 6,404/1976. | ||||
2. Authorize the publication of the minutes of | ||||
the Meeting with the omission of the names | 320,334,230 | 371,200 | 29,186,446 | |
of the shareholders, pursuant to paragraph 2 | ||||
of art. 130 of Law No. 6,404/1976. | ||||
3. To analyze the Management accounts, | ||||
examine, discuss and vote on the | ||||
management report on the company's | ||||
business and the main administrative facts | 272,403,445 | 2,429,394 | 75,059,037 | |
and the Financial Statements, accompanied | ||||
by the opinions of the Independent Auditors, | ||||
the Audit Board and the Audit Committee, all | ||||
for the fiscal year ending December 31, 2023, | ||||
in the form of the Management Proposal. | ||||
4. To resolve on the proposal to allocate the | ||||
net income for the fiscal year ending | 320,705,430 | 0 | 29,186,446 | |
December 31, 2023 (of R$ 5,179,905,167.91) as | ||||
follows, in accordance with the Management | ||||
Proposal: (i) creation of a legal reserve (5%): R$ | ||||
258,995,258.40; (ii) minimum mandatory | ||||
Praia de Botafogo, 370 • 13º andar • Botafogo • 22250-040 • Rio de Janeiro/RJ | +55 21 3721 2129 | |||
petroriosa.com.br |
Praia de Botafogo, 370 • 13º andar
Botafogo • 22250-040 • Rio de Janeiro/RJ
+55 21 3721 3800
petroriosa.com.br
dividend (0.001%): R$ 49,209.10 (amount to be | ||||
allocated to the unrealized profits reserve in | ||||
accordance with article 197 of Law 6,404/1976); | ||||
(iii) allocation to the statutory investment | ||||
reserve: R$ 4,920,860,700.41. | ||||
5. To establish at 8 (eight) full members the | ||||
number of members of the Board of Directors | 320,667,730 | 37,700 | 29,186,446 | |
for the next biennium. | ||||
6. Nomination of all the names that compose | ||||
the slate (the votes indicated in this section | ||||
will be disregarded if the shareholder with | 250,954,272 | 68,394,143 | 30,543,461 | |
voting rights fills in the fields present in the | ||||
separate election of a member of the board of | ||||
directors and the separate election referred to | ||||
in these fields takes place). | ||||
7. If one of the candidates that composes your | Yes | No | Abstain | |
chosen slate leaves it, can the votes | ||||
corresponding to your shares continue to be | 10,565,543 | 306,925,057 | 30,492,576 | |
conferred on the same slate? | ||||
8. In case of a cumulative voting process, | Yes | No | Abstain | |
should the corresponding votes to your shares | ||||
be equally distributed among the members of | 302,545,450 | 214,856 | 47,131,570 | |
the slate that you´ve chosen? | ||||
EMILIANO FERNANDES LOURENCO GOMES - 38.276.478,12 [11,92%]; | ||||
9. View of all the candidates that compose the | FELIPE BUENO DA SILVA - 37.961.808,09 [11,82%]; | |||
slate to indicate the cumulative voting | ||||
distribution. | FELIPE VILLELA DIAS - 42.265.139,23 [13,16%]; | |||
FLAVIO VIANNA ULHOA CANTO - 41.610.669,94 [12,96%]; | ||||
GUSTAVO ROCHA GATTASS - 43.556.763,09 [13,57%]; | ||||
MARCIA RAQUEL CORDEIRO DE AZEVEDO - 43.646.876.38 [13,59%]; | ||||
NELSON DE QUEIROZ SEQUEIROS TANURE - 32.208.849,75 [10,03%]; | ||||
ROBERTO BERNARDES MONTEIRO - 41.550.594,41 [12,94%]. | ||||
Praia de Botafogo, 370 • 13º andar • Botafogo • 22250-040 • Rio de Janeiro/RJ +55 21 3721 2129
petroriosa.com.br
Praia de Botafogo, 370 • 13º andar
Botafogo • 22250-040 • Rio de Janeiro/RJ
+55 21 3721 3800
petroriosa.com.br
10. Do you wish to request the cumulative | Yes | No | Abstain |
voting for the election of the board of directors, | |||
under the terms of art. 141 of Law 6,404, of 1976? | 8,726,826 | 85,362,097 | 255,802,953 |
11. Do you wish to request the establishment of | Yes | No | Abstain | |
a fiscal council, under the terms of article 161 of | 314,565,764 | 270,000 | 35,056,112 | |
Law 6,404, of 1976? | ||||
12. Nomination of all the names that compose | 319,918,009 | 0 | 29,973,867 | |
the slate. | ||||
13. If one of the candidates of the slate leaves it, | Yes | No | Abstain | |
to accommodate the separate election referred | ||||
to in articles 161, paragraph 4, and 240 of Law | ||||
6404, of 1976, can the votes corresponding to | 12,380,462 | 302,926,338 | 34,585,076 | |
your shares continue to be conferred to the | ||||
same slate? | ||||
14. Set the limit of the amount of the annual | ||||
global compensation of the Company's | ||||
managers (Management and Board of | ||||
Directors), for the fiscal year of 2024, in the | ||||
amount of up to R$ 178,803,338.00 (one | ||||
hundred and seventy-eight million, eight | ||||
hundred and three thousand, three hundred | ||||
and thirty-eight reais) under the terms of the | ||||
Management Proposal, of which (i) the amount | ||||
of R$ 107,308. 938.00 (one hundred and seven | ||||
million, three hundred and eight thousand, | ||||
nine hundred and thirty-eight reais) referring to | 313,717,320 | 4,090,489 | 32,084,067 | |
the remuneration to be paid by the Company | ||||
to the members of its management, due to the | ||||
functions they perform in the Company itself; | ||||
and (ii) the amount of R$ 71,494. 400.00 | ||||
(seventy-one million, four hundred and ninety- | ||||
four thousand, four hundred reais) referring to | ||||
the remuneration to be paid by the Company's | ||||
subsidiaries to their managers who are also part | ||||
of the Company's management, due to the | ||||
duties performed by said managers in said | ||||
subsidiaries. | ||||
15. In the event of the constitution of the Fiscal | ||||
Council, to decide on the annual overall | ||||
remuneration of its members, for the 2024 fiscal | 318,009,309 | 0 | 31,882,567 | |
year, in the amount of R$ 480,000.00 under the | ||||
terms of the Management Proposal. | ||||
Praia de Botafogo, 370 • 13º andar • Botafogo • 22250-040 • Rio de Janeiro/RJ | +55 21 3721 2129 | |||
petroriosa.com.br |
Praia de Botafogo, 370 • 13º andar
Botafogo • 22250-040 • Rio de Janeiro/RJ
+55 21 3721 3800
petroriosa.com.br
About PRIO
PRIO is the largest independent oil and gas company in Brazil. The Company´s corporate culture seeks to increase production through the acquisition of new production assets, the redevelopment of assets, increased operational efficiency and reduction of production costs and corporate expenses. PRIO's main objective is to create value for its shareholders with growing financial discipline and preserving its liquidity, with full respect for safety and the environment. For further information, please visit the Company's website: www.prio3.com.br.
Disclaimer
This news release contains forward-looking statements. All statements other than statements of historical fact contained in this news release are forward-looking statements, including, without limitation, statements regarding our drilling and seismic plans, operating costs, acquisitions of equipment, expectations of finding oil, the quality of oil we expect to produce and our other plans and objectives. Readers can identify many of these statements by looking for words such as "expects", "believe", "hope" and "will" and similar words or the negative thereof. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. By their nature, forward-looking statements require us to make assumptions and, accordingly, forward-looking statements are subject to inherent risks and uncertainties. We caution readers of this news release not to place undue reliance on our forward-looking statements because a number of factors may cause actual future circumstances, results, conditions, actions or events to differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements and the assumptions underlying the forward-looking statements.
Praia de Botafogo, 370 • 13º andar • Botafogo • 22250-040 • Rio de Janeiro/RJ +55 21 3721 2129
petroriosa.com.br
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PRIO SA published this content on 19 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2024 22:53:07 UTC.