BR Properties S A : Material Fact - Capital Reduction and Reverse Stock Split

BR PROPERTIES S.A.

CNPJ 06.977.751/0001-49

NIRE 35.300.316.592

Publicly held company

MATERIAL FACT

BR PROPERTIES S.A. (BRPR3) ("Company"), pursuant to CVM Resolution no. 44/2021, date August 23, 2021, and in continuation to the Material Fact of January 3, 2023, informs its shareholders and the market in general, that pursuant to the resolution of the Extraordinary Shareholders' Meeting held on this date ("EGM"), it was approved (i) the reduction of the Company's corporate capital in the total amount of BRL2,510,809,856.20 by means of the distribution to shareholders of (a) cash in the total amount of BRL1,276,000,000.00 and (b) quotas of the BRPR Corporate Offices Fundo de Investimento Imobiliário (CNPJ 48.978.859/0001-04) ("FII"), representing a total amount of BRL1,234,809,856.20 ("2023 Capital Reduction") and (ii) the reverse stock split (grupamento) of all the shares issued by the Company in a ratio of 40 shares to 1 ("Reverse Stock Split"), among other matters.

The EGM was held with the presence of shareholders representing approximately 87,7% of the Company's voting capital and the 2023 Capital Reduction was approved with the consent of approximately 97% of the votes of the shares of the Company's free float attending the EGM, pursuant to article 46 of the Novo Mercado rules and following the guidance of the Official Letter 003/2023-DIE issued by B3 S.A. - Brasil, Bolsa, Balcão ("B3").

Once the 2023 Capital Reduction becomes effective, the Company's capital stock will decrease from BRL3,244,144,124.79 to BRL733,334,268.59, provided that, as already disclosed in the Material Fact of January 3, 2023, the 2023 Capital Reduction will only become effective after the expiration of the period for opposition of creditors, of 60 days after the publication of the EGM's minutes, pursuant to article 174 of Law No. 6,404/76.

Also, considering the Reverse Stock Split approved on this date, as well as the cancellation of 9,727,208 treasury shares approved in the Board of Directors meeting, as already disclosed in the Material Fact of January 3, 2023, the Company's share capital will no longerbe divided into 464,432,489 common shares, and will startbeing divided into 11,610,812 common shares, all registered, book-entry and with no par value, which will be distributed among the shareholders in the same proportion held by each prior to the Reverse Stock Split.

Shareholders holding common shares in numbers that are not multiples of 40 (forty) or holding less than 40 shares may, in the period between January 25, 2023 (including) and February 23, 2023 (including), at their own free and sole discretion, adjust their respective positions through the market, by trading the Company's shares on B3, by means of their respective brokers, in accordance with B3's own operational rules, in order there are no fractions after the Reverse Stock Split process.

After the 30-day period of for adjustment of the shareholder's positions, if there are any fractions of shares resulting from the Reverse Stock Split remaining, these will be identified, separated, grouped in whole numbers and sold on auction to be held within the B3 environment, with the proceeds of the sale being dividend proportionally to the fraction holders, after financial settlement. Additional information on the terms and conditions for the adjustment of the shareholders positions arising from the Reverse Stock Split, and on the auctions of fractions and the availability of the resulting funds will be disclosed in due course via notice to the shareholders.

Since the Reverse Stock Split will be completed before the 60-day period for creditor's opposition of the 2023 Capital Reduction, the capital restitution will be made to shareholders considering their shareholding position after the Reverse Stock Split. Therefore, the amount to be refunded to shareholders as a result of the 2023 Capital Reduction will correspond to approximately BRL216.247567887586 per share, considering the total of 11,610,812 common shares into which the Company's capital stock will be divided after the conclusion of the Reverse Stock Split.

The receipt of the quotas issued by the FII as capital restitution in kind shall imply the automatic acceptance by the shareholders of the FII's Regulation for all legal purposes.

The Company will disclose in due course a notice to the shareholders covering the procedures for shareholders' manifestation and relevant details for the operation of the 2023 Capital Reduction, such as cut-off dates, payment and start of trading of shares ex-reduction, as well as information to be provided by shareholders for this purpose, including in relation to withholding tax, among others.

In addition, the Company will keep the market informed, in line with the best corporate governance practices and in accordance with the applicable regulations, regarding the subject matter of this Material Fact, through its usual channels for disclosing periodic and eventual information, namely, the websites of CVM (www.gov.br/cvm), B3 (www.b3.com.br) and the Company itself (https://www.brpr.com.br/ri/).

São Paulo, January 24, 2023

André Bergstein

Financial and Investor Relations Officer

BR PROPERTIES S.A.