Marcopolo S A : Dados Econômico-Financeiros

MARCOPOLO S/A

CNPJ Nº 88.611.835/0001-29

CVM - 00845-1 / NIRE 43300007235

FINANCIAL STATEMENTS

2022

Independent auditors' report on the individual and consolidated financial statements

(A free translation of the original in Portuguese, as filed with the Brazilian Securities and Exchange Commission (CVM), prepared in accordance with the accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board - IASB)

To the Board of Directors and Shareholders of

Marcopolo S.A.

Caxias do Sul - RS

Opinion

We have audited the individual and consolidated financial statements of Marcopolo S.A. ("the Company"), referred to as parent company and consolidated, respectively, which comprise the balance sheet as of December 31, 2022, and the respective statements of income, comprehensive income, changes in shareholders' equity and cash flows for the year then ended, and notes to the financial statements, including significant accounting policies and other explanatory information.

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

Basis for opinion

We conducted our audit in accordance with Brazilian and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' 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 requirements included in the Accountants Professional Code of Ethics ("Código de Ética Prossional do Contador") and in the professional standards issued by the Brazilian Federal Accounting Council ("Conselho Federal de Contabilidade"), and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained its sufficient and appropriate to provide a basis for our audit opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the individual and consolidated 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 on those individual and consolidated financial statements, and, therefore, we do not express a separate opinion on these matters.

Revenue recognition

See Note 2.21(a) and 26 of the individual and consolidated financial statements

Key audit matter	How the matter was addressed in our audit
As mentioned in Note 2.21(a), the Company	In this context, our audit procedures included,
recognizes its revenues when the performance	among others:
obligation is satisfied and has objective evidences	▪ Understanding of sales workflows, test of
that all acceptance criteria have been met.
Considering the volume of transactions involved,	design and implementation of revenue
we focus our work on revenue recognition, as	recognition control in particular those related
significant amount of sales are made and, due to	to determining the time when the Company
the logistics of customer delivery, there may be a	transfers control of products sold to customer,
time interval between the issuance of the sales	mainly in the cut-off period;
invoices of the products and the effective period of	▪ On a sample basis, we carry out the inspection
the transfer of control of the products sold to the
Company's customers.	of the respective contracts, orders, invoices,
The eventual revenue recognition, arising from cars	subsequent proof of financial receipt and test
the criteria adopted by the Company to
billed but not delivered by December 31, 2022, was
determine the appropriate time at which the
considered significant for our audit, given the risks
control is transferred and the revenue is
that a revenue is recognized prior to the transfer of
recognized according to the supporting
risks and benefits to the customer and compliance
documentation, as well as evaluate the period
with the performance obligation.	of revenue cut off and respective proof of
	delivery of the products sold.
	▪ Assessment whether disclosures in the
	individual and consolidated financial
	statements consider relevant information.
	Based on the audit procedures summarized above,
	we considered acceptable the revenue recognition
	of the Company in the context of the individual and
	consolidated financial statements taken as a whole,
	for the year ended December 31, 2022.

Impairment of goodwill

See Note 2.6.5(d) and 14 of the individual and consolidated financial statements

Key audit matter	How the matter was addressed in our audit
As mentioned in Note 2.6.5(d), for impairment of	Our audit procedures included, among others:
goodwill, the Company estimates the impairment of	▪ Understanding on the preparation and review
the Cash Generating Unit ("CGU") to which goodwill
was allocated based on future cash flows,	of technical studies and analyses of the
impairment made available by the Company;

KPMG Auditores Independentes Ltda., a Brazilian limited liability company and member firm of the global KPMG organization of independent member firms licensed by KPMG International Limited, a privateLy held British limited liability company

discounted at present value using the discount rate
before taxes that reflects current market valuations	▪ With the support of our corporate finance
of the value of money over time and the risks	specialists, we evaluate significant assumptions
specific to each CGU, and compared with its booked	and judgments in determining estimates of
values. For the annual assessment of the	future cash flows, including volume of sales,
recoverability of these assets, significant	operating costs and discount rates; and
▪ Analysis of disclosures made by the Company
assumptions and judgments are used in
determining estimates of future cash flows,	in the individual and consolidated financial
statements.
including, gross margin, growth rates and discount
rates.	Based on the evidence obtained through the above
Due to the relevance and high level of judgment	procedures, we consider the measurement of
involved in the process of determining estimates of	impairment of goodwill acceptable, in the context
of the consolidated financial statements taken as a
future profitability for the purposes of evaluating
whole, for the year ended December 31, 2022.
the impairment of such assets, which may impact
the value of these assets in the individual and
consolidated financial statements, and as well as
the value of the investment recorded by the equity
method in the financial statements of the parent
company, we consider this area to be relevant to
our audit.

Other matters

Statements of value added

The individual and consolidated statements of value added for the year ended December 31, 2022, prepared under the responsibility of the Company's management, and presented as supplementary information for IFRS purposes, were submitted to the same audit procedures followed together with the audit of the Company's financial statements. In order to form our opinion, we evaluated whether these statements are reconciled to the financial statements and to the accounting records, as applicable, and whether their form and content are in accordance with the criteria set on Technical Pronouncement CPC 09 - Statement of Value Added. In our opinion, these statements of value added have beeb adequately prepared, in all relevant respects, according to the criteria set on this Technical Pronouncement and are consistent with the individual and consolidated financial statements taken as a whole.

Audit of the financial statements for the previous year

The individual and consolidated balance sheet, as of December 31, 2021 and the individual and consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows and notes for the year then ended, presented as corresponding amounts in the individual and consolidated financial statements for the current year, were previously audited by other independent auditors, who issued an unqualified audit report dated February 24, 2022. The corresponding amounts for individual and consolidated statements of value added, for the year ended December 31, 2021, were submitted to the same audit procedures by those independent auditors and, based on their audit, those auditors issued an unqualified audit report.

Other information accompanying the individual and consolidated financial statements and the auditors'

report

KPMG Auditores Independentes Ltda., a Brazilian limited liability company and member firm of the global KPMG organization of independent member firms licensed by KPMG International Limited, a privateLy held British limited liability company

Management is responsible for this other information that includes the Management's Report.

Our opinion of the individual and consolidated financial statements does not cover the Management's Report and we do not express any form of assurance conclusion thereon.

In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management's report and, in doing so, consider whether the other information is materially inconsistent with the individual and consolidated financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work performed, we conclude that there is a material misstatement in the Management's report, we are required to report on that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the individual and consolidated

financial statements

Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of individual and consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual and consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company and its subsidiaries' financial reporting process.

Auditors' responsibilities for the audit of the individual and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect possible existing material misstatements. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual and consolidated financial statements.

As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and,

KPMG Auditores Independentes Ltda., a Brazilian limited liability company and member firm of the global KPMG organization of independent member firms licensed by KPMG International Limited, a privateLy held British limited liability company