On Tuesday, October 20, 2026, PetroReconcavo (RECV3) reported that its Board of Directors was informed of and approved the proposed corporate reorganization involving the company and its subsidiary SPE Tiêta Ltda. as part of a Reorganization, with the aim of simplifying the corporate structure, reducing costs, and increasing efficiency in the management of general and administrative expenses.
To carry out the Reorganization, the Board of Directors approved the submission by SPE Tiêta of an authorization request to the National Agency of Petroleum, Natural Gas and Biofuels (ANP) for a change of concessionaire as a result of a spin-off. It also approved the partial spin-off of SPE Tiêta, with the transfer of all its exploration and production operating assets, including the concession contracts for the Tiê and Tartaruga Fields and for the exploratory blocks REC-T-155, REC-T-129 and REC-T-142, as well as rights, assets, contracts, authorizations, licenses, working capital and employees, to a new company to be incorporated by PetroReconcavo (NewCo).
After the transfer of the exploration and production operating assets to NewCo, the sale of quotas representing 100% of the capital stock of SPE Tiêta to KEO Capital AB (formerly Maha Capital AB) for R$ 2,600,000.00 was approved, through the signing of a quota purchase and sale agreement (Quota Purchase Agreement). The proposal also provides for, subject to approval at an Extraordinary General Meeting, the future merger of NewCo into PetroReconcavo.
The completion of the acts related to the Reorganization is subject to the fulfillment of customary conditions precedent for this type of transaction, the implementation of the planned corporate steps and the obtainment of applicable regulatory approvals, including from the ANP. After obtaining the necessary prior authorizations, the Board of Directors will meet again to deliberate on the terms of the proposal and will in due course call the Extraordinary General Meeting.
