Material Fact – Acquisition of Maha Energy Brasil Ltda

PETRORECONCAVO S.A.
CNPJ n.º 03.342.704/0001-30
NIRE: 293.000.241-71

MATERIAL FACT

PetroReconcavo S.A. or “Company”, (B3: RECV3), pursuant to the provisions of the Brazilian Securities
and Exchange Commission (“CVM”) Resolution No. 44, dated August 23, 2021, as amended, and in
paragraph 4th of Article 157 of Law No. 6,404, dated December 15, 1976, as amended (“Brazilian Corporate
Law”), informs the market that, on December 27, 2022, the “Quota Purchase Agreement” was executed by
and between the Company and the partners of Maha Energy Brasil Ltda. (“Maha Brasil”), to regulate the
terms and conditions of the acquisition of 100% of the capital stock of Maha Brasil by the Company (“QPA”
and “Transaction”, respectively).

About Acquisition

Maha Brasil currently holds a stake in six concession contracts, covering the Tartaruga Field, located in the
Sergipe Basin, the Tiê Field and exploratory blocks, located in the Recôncavo Basin. Maha Brasil: (i) is the
operator of Tartaruga Field with a 75% work interest in a partnership with Petróleo Brasileiro S.A. –
Petrobras, which holds the remaining 25%; and (ii) is the operator of Campo de Tiê and the exploratory
blocks of the Recôncavo Basin with a 100% work interest.

The geographical location of the acquired Assets, especially the concessions in Bahia, will enable future
integration with the Company’s operations, aiming to capture operational synergies and resource
optimization.

According to data reported to the National Agency of Petroleum, Natural Gas and Biofuels – ANP, the Tiê
field in Bahia produced 2,299 barrels of oil equivalent per day (BOED) in November 2022, being 2,028
barrels of oil per day (BOPD) and 43.09 thousand cubic meters of natural gas per day (Mm³/d). The
Tartaruga field, in Sergipe, produced 253 BOED in November, 234 BOPD oil and 3.05 Mm³/d of natural
gas. The average total production of Tiê (100%) and Tartaruga (75%) was 2,928 BOED in 2022.

Maha Brasil’s Net Revenue in the first nine months of 2022 was US$ 62 million and accrued revenue of
US$ 78 million in the last 12 months. The EBITDA of the last 4 quarters reported was approximately
US$ 62 million dollars.

The Transaction

The purchase price of the Transaction is US$ 138,000,000 and is subject to certain adjustments, to be
calculated according to the amounts of net debt, working capital, revenues, costs, expenses and investments
incurred by Maha Brasil between the effective date of January 1st, 2023 until the closing date of the
Transaction. The acquisition price will be paid in two installments, the first being 60% of the acquisition
price on the closing date and the remainder, 40% of the total amount, six months after closing. Additionally,
sellers will be entitled to receive an eventual earnout, of up to US$ 36,100,000, in accordance with the rules
and procedures provided for in the QPA related to changes in Oil price conditions, as well as synergy with
potential new assets.

As a guarantee to the Company with respect to certain obligations assumed by sellers in the QPA, a portion
of the amount to be paid as a purchase price will be retained in an “escrow” account and may subsequently
be released to sellers in accordance with the terms and procedures provided for in the QPA.

The conclusion of the Transaction is subject to the satisfaction of customary condition precedent, provided
for in the QPA, including obtaining approval from the Brazilian antitrust authority – CADE, as required by
current legislation and, also, the approval by the Company’s shareholders in the Extraordinary General.

Meeting, pursuant to Article 256 of the Brazilian Corporate Law, which shall be convened in due course in
the form of applicable law and the Company’s Bylaws.

Finally, the Company will keep its shareholders and the market in general timely and adequately informed
about the subsequent facts and the completion of the Transaction in the form of applicable legislation.

Salvador, December 28, 2022.
Rafael Procaci da Cunha
Chief Financial and Investor Relations Officer