BR PROPERTIES S.A.

Corporate Taxpayer's ID (CNPJ) 06.977.751/0001-49

Company Registry (NIRE) 35.300.316.592

Public Company

MATERIAL FACT

BR PROPERTIES S.A. ("Company") (BRPR3), pursuant to CVM Resolution 44/2021, informs its shareholders and the market in general that, in continuity to the material facts disclosed on January 13 and 19, 2023, and to the notice to the market disclosed on February 09, 2023, its shareholders approved, on the Extraordinary Shareholders' Meeting held on this date ("EGM"), the Company's voluntary withdrawal from the special listing segment of B3 S.A. - Brasil, Bolsa, Balcão ("B3") known as Novo Mercado ("Novo Mercado Withdrawal"), with the waiver of the tender offer for the purchase of the Company's shares, pursuant to article 44 of the Novo Mercado Regulation, provided that the Novo Mercado Withdrawal will have its effects conditioned upon the success of the offer referred to in the notice sent by GPIC, LLC and THB JV S.À.R.L, pursuant to the material fact disclosed on January 13, 2023 ("GPIC Tender Offer").

The Company clarifies that the EGM was held with the presence of shareholders representing approximately 56% of the Company's free float and the Novo Mercado Withdrawal was approved with the votes from shareholders representing approximately 79% of the Company's free float present to the EGM, pursuant to article 44, §3º, of the Novo Mercado Regulation.

We highlight that the GPIC Tender Offer is not launched until June 30, 2023, or is not successful, the decision regarding the Novo Mercado Withdrawal shall not take effect. In the event of the Novo Mercado Withdrawal becomes effective, the shares issued by the Company will be traded on B3's basic (traditional) listing segment, in which case, it shall be convened, in due opportunity, an extraordinary shareholders' meeting to resolve on the exclusion of bylaws provisions that make reference to the Novo Mercado.

The minutes of the Company's Extraordinary General Meeting were made available at the Company's headquarters, as well as on the investor relations webpage of the Company (www.brpr.com.br/ri/), and the websites of CVM (www.gov.br/cvm) and B3 (www.b3.com.br). The Company is available to provide any clarification that may be required by shareholders and the market in general.

São Paulo, February 17, 2023.

André Bergstein

Chief Financial and Investor Relations Officer

BR PROPERTIES S.A.

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BR Properties SA published this content on 17 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 February 2023 21:56:38 UTC.