BOGOTÁ, COLOMBIA (By Ana Sanches, Energy Analytics Institute, 23.Apr.2026, Words: 1,001) — Ecopetrol S.A. has entered into share purchase agreement (the SPA) for the acquisition, by Ecopetrol and/or its affiliates, of 120,813,490 common shares issued by Brava Energia S.A., corresponding to approximately 26% of the company’s total share capital, from the following selling shareholders: Somah Printemps Quantum Group (comprised of Somah Investimentos e Participações S.A., Printemps Fundo de Investimento em Ações – Investimento no Exterior Responsabilidade Limitada and Quantum Fundo de Investimento em Ações Responsabilidade Limitada), Jive Group (comprised of Jive III Fundo de Investimento em Participações Multiestratégia Investimento no Exterior, JCI II Fundo de Investimento em Direitos Creditórios Responsabilidade Limitada, Rumba Fundo de Investimento Multimercado Crédito Privado and JCI IV A Fundo de Investimento em Direitos Creditórios) and Yellowstone (Yellowstone Fundo de Investimento Financeiro em Ações), as well as other shareholders who, individually, hold less than 5% of the company’s share capital.
The closing of the transaction contemplated under the SPA is subject to the satisfaction of customary conditions precedent for transactions of this nature, including, without limitation, clearance by the Brazilian Administrative Council for Economic Defense (CADE).
Ecopetrol expects, through the implementation of the transaction and/or additional acquisitions, to reach a shareholding position sufficient to ensure the acquisition of the company’s majority control, corresponding to 51% of the voting shares, which is also a condition for the closing of the private acquisition contemplated under the SPA.
In this context, Ecopetrol intends, directly or through its affiliates, to launch a partial voluntary public tender offer for the acquisition of shares aimed at acquiring control of the company (oferta pública voluntária parcial para aquisição de controle), pursuant to Comissão de Valores Mobiliários (CVM) Resolution No. 215, for a number of shares limited to that necessary for Ecopetrol to reach and hold, in the aggregate, a controlling stake in the company, corresponding to 51% of the company’s voting share capital, at a price per share of R$23.00, subject to the terms and conditions to be set forth in the applicable offer documents. The price per share corresponds to a premium of approximately 27.8% over the volume-weighted average price (VWAP) of the company’s shares over the 90-day period immediately preceding this date.
Ecopetrol further clarifies that the contemplated tender offer will be directed to all shareholders; and the effectiveness of the tender offer will be subject to applicable regulatory requirements and conditions to be detailed in the offer documentation.
Ecopetrol also expects that the company’s management will promptly take all necessary measures, in the discharge of its fiduciary duties, to seek and obtain the required consents and waivers under the company’s financing instruments (including, in particular, its debentures) and relevant commercial agreements, to the extent such consents or waivers may be triggered by the transactions contemplated herein. Such consents and waivers are expected to be obtained prior to the date of the auction (data do leilão) of the tender offer.
About Ecopetrol
Ecopetrol is a state-owned corporation with publicly listed shares, headquartered in Bogotá, Colombia. The Ecopetrol group is an energy group engaged across the entire hydrocarbon value chain, dedicated to the exploration, exploitation, refining, transportation, storage, distribution and commercialization of hydrocarbons, including their derivatives and products; and it is also expanding into clean energy and power transmission, through investments in renewable projects and its subsidiary ISA.
Ecopetrol’s majority shareholder is the Republic of Colombia, represented by the Ministry of Finance and Public Credit with a participation of 88.49% of its capital stock. The remaining 11.51% of capital stock is held by a broad base of institutional and retail investors. Ecopetrol is a company subject to Colombian legislation and is listed on the Colombian Stock Exchange and the New York Stock Exchange (BVC: ECOPETROL; NYSE: EC).
Ecopetrol produces around 750 thousand barrels of oil equivalent per day (kboe/d) from over 350 fields in Colombia and several others abroad. It owns two refineries located in Barrancabermeja and Cartagena with a total capacity of 450 thousand barrels per day (KBD). Through its subsidiary Cenit S.A.S, which specializes in hydrocarbon transportation and logistics, Ecopetrol operates three maritime ports for the import and export of fuels and crude oil located in Coveñas and Cartagena, on the Atlantic coast, and in Tumaco, on the Pacific coast. Cenit also owns the majority of Colombia’s oil and gas pipeline network, totaling over five thousand kilometers, which connect production systems to major consumption centers and maritime terminals. In addition, Ecopetrol holds interests in the biofuels sector and maintains an international presence in Brazil and the United States (Gulf of Mexico and Permian Basin, Texas).
In Brazil, Ecopetrol, through its subsidiary Ecopetrol Óleo e Gás do Brasil Ltda., has strengthened its portfolio in the Santos basin. Between 2021 and 2022, Ecopetrol Brasil, in consortium with Shell Brasil Petróleo Ltda., acquired eleven offshore blocks in the southern area of the basin. Under this partnership, Ecopetrol holds a 30% participating interest and Shell, as operator, holds 70%.
Finally, Ecopetrol Brasil holds a 30% non-operated interest in Gato do Mato (BM-S-54) and Sul de Gato do Mato (production sharing agreement), which were acquired from Shell, the operator, in Oct. 2019. A final investment decision (FID) was made in Mar. 2025, and first oil production is expected by 2029.
Through the consummation of this transaction, Ecopetrol will add material 1P reserves, at an estimated pro rata of its stake, of the total reported from Brava in 2025 of 459 million barrels of oil equivalent (MMboe), through a portfolio of onshore, offshore, midstream and downstream assets; strengthens its production profile by immediately adding a growing output at pro rata of its stake, of the average reported from Brava in 2025 of approximately 81 thousand barrels of oil equivalent per day (kboe/d), reinforcing the sustainability of the production.
This transaction may also increase significantly Ecopetrol’s Brazilian presence through diversification of assets in a high-growth region. Finally, Ecopetrol expects to leverage on its long-term investment horizon and expertise in operating both onshore and offshore fields to support value creation within Brava’s portfolio.
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