VIBRA ENERGIA S.A.

Publicly held company - Authorized Capital - CNPJ/MF 34.274.233/0001-02

NIRE 33300013920

MANAGEMENT PROPOSAL AND ATTENDANCE MANUAL

EXTRAORDINARY GENERAL MEETING

Date: July 19, 2023

Time: 14 hours

Pública

VIBRA ENERGIA S.A.

Publicly held company - Authorized Capital - CNPJ/MF 34.274.233/0001-02

NIRE 33300013920

EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JULY 19, 2023

CONTENTS

CALL NOTICE

3

SHAREHOLDER INFORMATION AND MANAGEMENT PROPOSAL

6

GENERAL INFORMATION

8

APPENDIX I - RATIONALE FOR AND IMPACTS FROM THE AMENDMENT TO THE BYLAWS

................................................................................................................................

12

APPENDIX II - COMPANY BYLAWS WITH TRACKS OF THE PROPOSED AMENDMENTS . 19

Pública

VIBRA ENERGIA S.A.

Publicly held company - Authorized Capital

CNPJ/MF 34.274.233/0001-02

NIRE 33300013920

EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JULY 19, 2023

CALL NOTICE

The Board of Directors of VIBRA ENERGIA S.A. ("Company") hereby calls its shareholders to attend the Extraordinary General Meeting ("Meeting") at 2 PM on July 19, 2023, which will be exclusively digital and remote, as permitted by Brazilian Securities Commission ("CVM") Resolution 81 issued March 29, 2022, as amended ("CVM Resolution 81"), in order to resolve the following matters:

  1. to amend article 6 of the Company's bylaws ("Bylaws"), to increasing the Company's authorized capital limit from R$ 7,000,000,000.00 (seven billion Reais) to R$ 17,000,000,000.00 (seventeen billion Reais), in due accordance with the management proposal made to the Meeting ("Management Proposal"), consequently restating the bylaws
  2. to amend articles 12 and 59 of the Bylaws, entailing the alteration of the composition of the Board of Directors from 9 (nine) to 7 (seven) members, subject to the inclusion of a transitional clause regarding the effectiveness of said amendment, while also granting the Board of Directors the authority to appoint the Chairman of the Board of Directors, in accordance with the Management Proposal, consequently restating the bylaws.
  3. to amend article 13 of the Bylaws, including the provision that Board of Directors members shall be elected through the panel system, without prejudice to the applicable legal and regulatory provisions, in accordance with the Management Proposal, consequently restating the bylaws.
  4. to amend articles 14, 15, 16, 19, 20, 22, 23, 24, 26, 27, 28, 33, 34, and 39 of the Bylaws, to make adjustments to the Company's corporate governance rules, in accordance with the Management Proposal, consequently restating the bylaws, and
  5. to amend article 48 of the Bylaws, to adjust certain rules for calculating the per-share price applicable to public tender offers for the acquisition of shares through the attainment of a material interest (poison pill), in accordance with the Management Proposal, consequently restating the bylaws.

Instructions and General Information:

As authorized by article 28 (3) of CVM Resolution 81, the Meeting will be entirely digital and remote, where shareholders may attend and vote through the electronic system to be set up by the Company or to exercise their voting rights using the Voting Ballot Form (as defined below), in both cases in due accordance with CVM Resolution 81.

3

Pública

Subject to the procedures set out in this Meeting call notice ("Call Notice") and the Management Proposal, to participate and vote through the electronic system shareholders must access the link <https://qicentral.com.br/m/age-vibra-energia-2023-07>,by 2 PM on July 17, 2023, register, follow the instructions provided by the electronic system and/or email, and submit all the necessary documents for your qualification to participate in and/or vote at the Meeting, including (i) supporting document issued by the financial depository institution holding the Company shares they own or are in their custody, pursuant to article 126 of Brazilian Corporation Law, and/or in respect of participants in the fungible custody of registered shares, the statement showing the respective equity interest issued by the respective authority, dated at most 2 (two) working days before the date the documents are sent to the Company; (ii) documents to prove the identity and powers of the shareholder or representative, as stipulated in the Management Proposal. and (iii) a proxy meeting the requirements of the law and the Company's bylaws, in the event of representation by proxy ("Register").

Powers of attorney shall have been (i) awarded at least 1 (one) year ago to an agent who is a shareholder, Company manager, lawyer or financial institution where (a) for companies: the shareholder may be represented by its legal representatives or agents appointed in accordance with Law 10.406, dated January 10, 2002, as amended ("Civil Code"), in which case there is no need for the agent to be a shareholder, Company' manager, lawyer or financial institution; and (b) for investment funds: the shareholder may be represented by their manager and/or administrator (as the case may be) or by an agent appointed in accordance with its articles of incorporation and the Civil Code, in which case there is no need for the agent to be a shareholder, Company' manager, lawyer or financial institution; and (ii) accompanied by documents demonstrating powers of representation and the identity of the agent and principal, as the case may be. Shareholders

who do not submit their registration request by the aforementioned deadline will not be able to attend the Meeting.

After analyzing and confirming that the documentation presented meets the necessary requirements to allow the shareholder's participation and, if applicable, representation at the Meeting, the shareholder will receive confirmation by email that their registration has been duly completed. If the shareholder does not receive such confirmation, they may contact the Company by email at <_ri40_vibraenergia.com.br>, up to 3 (three) hours priorto the scheduled Meeting time.

Without prejudice to the possibility of attending and voting through the electronic system at the Meeting and subject to the procedures set out in CVM Resolution 81 and the instructions set out in the Management Proposal, shareholders may exercise their respective voting rights by completing and delivering the absentee ballot form ("Voting Ballot") available on the websites of the Company (ri.vibraenergia.com.br/), CVM (https://www.gov.br/cvm) and B3 S.A. - Brasil, Bolsa, Balcão ("B3") (www.b3.com.br). The Company recommends shareholders use and give preference to the Voting Ballot Formto attend the Meeting, thus avoiding problems with computer equipment and/or Internet connections on the computers of shareholders which impair their ability to vote at the Meeting.

All documents relating to the agenda to be analyzed or addressed at the Meeting, including this Call Notice, the Management Proposal and a copy of the other documents required under CVM

4

Pública

Resolution 81 are available from this date onwards at the Company's head office and the websites of the Company (ri.vibraenergia.com.br/), the CVM (www.gov.br/cvm) and B3 (www.b3.com.br).

Rio de Janeiro, June 19, 2023.

Sérgio Agapito Lires Rial

Chairman of the Board of Directors

5

Pública

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Petrobras Distribuidora SA published this content on 16 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2023 23:32:07 UTC.