BR Malls Participacoes S A : Dados Econômico-Financeiros

Financial Statements Parent Company and Consolidated

BR Malls Participações S.A.

December 31, 2022

and Independent Auditor's Report

BR Malls Participações S.A.

Parent company and consolidated financial statements

December 31, 2022 and 2021

Contents
Independent auditor's report on the parent company and consolidated financial statements…………...4
Parent company and consolidated audited financial statements
Statements of financial position	11
Statements of income	13
Statements of comprehensive income	14
Statements of changes in equity	15
Statements of cash flow	16
Value added statements	17
Notes to the financial statements	18

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BR Malls Participações S.A.

Management's Report regarding the Financial Statements On December 31, 2022

(In thousands of Reais, except when indicated otherwise)

Letter From the Management

We ended 2022 with the certainty that this year was exceptionally important for brMalls, not only for the excellent operational and financial results obtained, but also for the successful completion of the business combination with Aliansce Sonae, which creates the largest shopping center company in the country and provides a future perspective with many opportunities for the New Company

Below are the main highlights of 2022:

• Total sales volume that consolidated R$ 6.8 billion in 4Q22, and accumulated R$ 22.0 billion in the year, growth of
  32.3% versus 2021.
• Control of net delinquency, which reached a historical record in 3Q22 (-2.5%) and maintained a similar level in 4Q22 (-2.2%).
• Net Revenue reached R$462.1 million in 4Q22, growth of 42.8% when compared to the same period of 2019, excluding the divested malls, with emphasis on Lease Revenue which expanded 27.5% in 2022 compared to 2021 and Media Revenue, which grew by 71.6% versus 4Q21, in addition to representing 10.5% of Global Gross Revenue in 4Q22 as a result of helloo's expansion plan, both for shopping, residential and corporate verticals.
• Our digital transformation agenda also continues to evolve consistently, with the Loyalty Program reaching a GMV of R$ 700 million in 4Q22 with an average penetration of 31.5% in the quarter and reaching the historical milestone of 37.0% penetration in the month of December. This increase in penetration was accompanied by a greater use of the benefits available in the program, in addition to an increase in the frequency of sent notes, which shows the engagement of consumers with the program.
• EBITDA totaled R$1.1 billion throughout 2022 (excluding non-recurring effects from the sale of assets and expenses with the Business Combination with Aliansce Sonae), representing a margin of 71.9%.
• We carried out important liability management work, improving the Company's capital structure and significantly reducing its indebtedness. We ended the year with a Net Debt/EBITDA leverage of 1.7x versus 3.7x in 4Q21.

In addition to the excellent results achieved throughout the year, on January 6, 2023, we concluded the Business Combination with Aliansce Sonae. The movement driven is transformational, not just for our Company, but for the shopping center industry in the country. We are excited to achieve, together, new and higher levels of performance in the year 2023, creating value for our shareholders and delighting consumers, every day.

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Centro Business PB 370

Praia de Botafogo, 370

8º ao 10º andar - Botafogo

22250-040 - Rio de Janeiro - RJ - Brazil

Phone: [phone] ey.com.br

A free translation from Portuguese into English of Independent auditor's report on individual and consolidated financial statements prepared in Brazilian currency in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

Independent auditor's report on parent company and consolidated financial statements

To the Shareholders and Board of Directors of

BR Malls Participações S.A.

Rio de Janeiro - RJ

Opinion

We have audited the individual and consolidated financial statements of BR Malls Participações S.A. (the "Company"), identified as Parent company and Consolidated, respectively, which comprise the statement of financial position as at December 31, 2022 and the statements of income, comprehensive income, changes in equity, and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the individual and consolidated financial position of the Company as at December 31, 2022, and its individual and consolidated financial performance and cash flows for the year then ended in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

Basis for opinion

We conducted our audit in accordance with the Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the individual and consolidated financial statements" section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical principles set forth in the Code of Professional Ethics for Accountants and the professional standards issued by Brazil's National Association of State Boards of Accountancy (CFC), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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A member company of Ernst & Young Global Limited

Centro Business PB 370

Praia de Botafogo, 370

8º ao 10º andar - Botafogo

22250-040 - Rio de Janeiro - RJ - Brazil

Phone: [phone] ey.com.br

Key audit matters

Key audit matters are those that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide an individual opinion on these matters. For each matter below, our description of how our audit addressed the matter, including any commentary on the findings or outcome of our procedures, is provided in the context of the financial statements as whole.

We have fulfilled the responsibilities described in the "Auditor's responsibilities for the audit of the individual and consolidated financial statements" section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Valuation of investment properties

As mentioned in Note 3.1, the Company's and its subsidiaries' investment properties are accounted for at fair value (with the exception of properties under construction - "greenfields", which are accounted for at cost), which reflects market conditions at the statement of financial position date. Gains or losses arising from changes in the fair value of investment properties are included in the statement of profit or loss for the year in which they are generated.

The fair value is prepared and reviewed internally by management, using a proprietary model for evaluating the cash flows discounted to the present value of each property, supported by market rates and evidence. These estimates involve a high degree of judgment.

We considered this a key audit matter due to its relevance, the critical judgment involved, and the complexity of the valuation process, which is based on assumptions affected by future market expectations and economic conditions.

How the matter was addressed in the audit

Our audit procedures included the following, among others: (a) use of valuation model specialists to assist us in testing the assumptions and methodologies used by the executive board in preparing cash flow projections, through comparisons with methodologies used in valuing similar assets, and tracing assumptions (such as gross revenue, operating expenses, net operating income (loss), vacancy, default, discount rate and growth rate in perpetuity, among others) to internal and external sources, segment information and historical data; (b)

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A member company of Ernst & Young Global Limited