BR Properties S A : Material Fact - Tender Offer

BR PROPERTIES S.A.

CNPJ 06.977.751/0001-49

NIRE 35.300.316.592

Publicly held company

MATERIAL FACT

BR PROPERTIES S.A. ("Company") (BRPR3), pursuant to CVM Resolution 44/2021, informs its shareholders and the market in general that the Company received, on the date hereof, a notice sent by GPIC, LLC ("Offeror"), and THB JV S.À R.L informing that, on the date hereof, the Offeror, THB JV S.À R.L and, as intervening consenting parties, GP Capital Partners VI, L.P ("Company's Controlling Shareholder") and GP Investments VI (Cayman), LTD. executed a binding Voting and Other Covenants Agreement ("Voting Agreement"), through which the Offeror undertook to launch a voluntary tender offer for the purchase of the Company's shares ("Offer") and THB JV S.À R.L undertook to cause the Company's Controlling Shareholder to sell the common shares issued by the Company in the context of the Offer. The full copy of the original notice in English is attached to this Material Fact hereto as Annex 1 and is transcribed below:

"São Paulo, January 13, 2023

BR PROPERTIES S.A.

Attn.: The Board of Directors of BR Properties S.A.

With copy to: Mr. André Bergstein (Chief Financial and IR Officer of BR Properties S.A.)

Ref.: VOTING AND OTHER COVENANTS AGREEMENT

Dear Sirs,

GPIC, LLC and THB JV S.À R.L hereby inform BR Properties S.A. ("Company") that, on the present date, GPIC, LLC (or one of its affiliates) ("Offeror"), and THB JV S.À R.L ("Limited Partner A"), and, as intervening consenting parties, GP Capital Partners VI, L.P ("Seller") and GP Investments VI (Cayman), LTD. ("General Partner"), executed a binding Voting and Other Covenants Agreement ("Voting Agreement"), through which the Offeror undertook to launch a voluntary tender offer for the purchase of the Company's shares and the Limited Partner A undertook to cause the Seller to sell the common shares issued by the Company in the context of the Offeror's voluntary tender offer, as described below.

Pursuant to the terms and conditions set forth in the Voting Agreement, the Offeror undertook to launch a voluntary tender offer (pursuant to article 257 of Law No. 6,404/76 and the applicable provisions of CVM Resolution No. 85/22) for the purchase of common shares issued by the Company representing (a) 100% (one hundred percent) of the Company's voting and total capital stock, if the Company's voluntary exit from the Novo Mercado (pursuant to article 44 of the Novo Mercado Regulation) ("Novo Mercado Exit") is approved in a Company's shareholders' meeting or (b) 74.5% (seventy-four point five percent) of the Company's voting and total capital stock, if the Novo Mercado Exit is rejected in a Company's shareholders' meeting, in either case, considering a purchase price per common share of the Target Company of at least BRL 1.60 (one point sixty Brazilian reais), payable in cash, subject to the conditions and adjustments outlined in the Voting Agreement, provided that the voluntary tender offer will be successful if at

least 60.166% (sixty point one six six percent) of the Target Company's voting and total capital stock, on the present date, is tendered ("Offer").

For purposes of clarification, the Offer price indicated above already considers the impact of the Capital Reduction (defined below) on the price of the Company's common shares.

In turn, the Seller undertook to promptly take or cause to be taken all action and promptly do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the sale of all the shares issued by the Company held by the Seller, which, on the date hereof, represent approximately 60.166% (sixty point one six six percent) of the Company's voting and total capital stock ("Shares").

The launch of the Offer and/or the purchase and sale of the Company's Shares are subject to the fulfillment of certain conditions, including (i) approval by the Company's shareholders of (a) the removal of the poison pill set forth in article 23 of the Company's bylaws ("Poison Pill"), and (b) a capital reduction paid partly in cash, in the overall amount of approximately BRL 1,276,000,000.00 (one billion, two hundred and seventy- six million Brazilian reais), and partly with quotas of a real estate investment fund (fundo de investimento imobiliário), in the shareholders' meeting called on January 3rd, 2023 ("Capital Reduction"), and (ii) consummation and effectiveness of the Capital Reduction. In connection with the Offer, the Seller has notified the Company on this date requesting the Company to call and to hold a shareholders' meeting as soon as possible to resolve on (i) the removal of the Poison Pill; and (ii) the Novo Mercado Exit

.

If the Novo Mercado Exit is approved, its effects will be conditioned upon the success of the Offer.

If the Novo Mercado Exit is not approved, the Offeror shall accept the tendered shares on a pro rata basis proportional to the number of shares that each shareholder (including the Seller) tenders for sale under the Offer.

GPIC, LLC and THB JV S.À R.L will maintain the Company informed as required under applicable law and provide any additional clarifications that may be necessary.

Best regards,

GPIC, LLC

THB JV S.À R.L"

The Company also received on the date hereof a notice from the Company's Controlling Shareholder, pursuant to article 123, sole paragraph (c), of Law No. 6,404/76, requesting the Company to call and to hold a shareholders' extraordinary general meeting ("EGM") for the resolution of the following matters: (i) the removal of the poison pill set forth in article 23 of the Company's bylaws; and (ii) the Company's voluntary exit from the special listing segment of B3 S.A. - Brasil, Bolsa, Balcão called Novo Mercado ("Novo Mercado"), with the waiver of a tender offer for the purchase of shares, pursuant to article 44 of the Novo Mercado Regulation and with its effects conditioned upon the success of the Offer. The full copy of the original notice in English is attached to this Material Fact hereto as Annex 2 and is transcribed below:

"São Paulo, January 13, 2023

BR PROPERTIES S.A.

Attn.: The Board of Directors of BR Properties S.A.

With copy to: Mr. André Bergstein (Chief Financial and IR Officer of BR Properties S.A.)

Ref.: BR PROPERTIES S.A. SHAREHOLDERS' MEETING

Dear Sirs,

Considering the execution of the Voting and Other Covenants Agreement between GPIC, LLC, or one of its affiliates, and THB JV S.À R.L, as described in the notice sent on the date hereof by GPIC, LLC and THB JV S.À R.L to BR Properties S.A. ("Company", the "Notice"), GP CAPITAL PARTNERS VI, L.P, in the capacity of shareholder of the Company and pursuant to article 123, sole paragraph (c), of Law No. 6,404/76, hereby requests the Company to call and to hold a shareholders' meeting as soon as possible for the resolution of the following matters:

1. the removal of the poison pill set forth in article 23 of the Company's bylaws ("Poison Pill"); and
2. the Company's voluntary exit from the special listing segment of B3 S.A. - Brasil, Bolsa, Balcão called Novo Mercado ("Novo Mercado"), with the waiver of a tender offer for the purchase of shares, pursuant to article 44 of the Novo Mercado Regulation and with its effects conditioned upon the success of the Offer (described below).

GP CAPITAL PARTNERS VI, L.P clarifies that the aforementioned resolutions are necessary for the following reasons: (a) the removal of the Poison Pill will enable the launch of the voluntary tender offer for the purchase of shares of the Company, as described in the Notice ("Offer"), and will grant the Company's shareholders the opportunity to sell the Company's shares (after the consummation of the capital reduction referred in the Company's shareholders' meeting called on January 3rd, 2023) for a significant premium and (b) the Company's voluntary exit from the Novo Mercado, which effects will be conditioned upon the success of the Offer, will allow the Offer to be increased from the purchase of common shares issued by the Company representing 74.5% of the Company's voting and total capital stock to the purchase of common shares issued by the Company representing 100% of the Company's voting and total capital stock.

GP CAPITAL PARTNERS VI, L.P remains available to provide any additional clarifications that may be necessary.

Best regards,

GP CAPITAL PARTNERS VI, L.P"

The Company is analyzing, with its advisors, the content of such notices, as well as other aspects related to the OPA and the AGE, and will keep the market informed about the matters.

São Paulo, January 13, 2023.

André Bergstein

Financial and Investor Relations Officer

BR PROPERTIES S.A.

DocuSign Envelope ID: B1875076-64F3-443C-A9B9-BA92EBB2FA5E

Execution Version

São Paulo, January 13, 2023

BR PROPERTIES S.A.

Attn.: The Board of Directors of BR Properties S.A.

With copy to: Mr. André Bergstein (Chief Financial and IR Officer of BR Properties S.A.)

Ref.: VOTING AND OTHER COVENANTS AGREEMENT

Dear Sirs,

GPIC, LLC and THB JV S.À R.L hereby inform BR Properties S.A. ("Company") that, on the present date, GPIC, LLC (or one of its affiliates) ("Offeror"), and THB JV S.À R.L ("Limited Partner A"), and, as intervening consenting parties, GP Capital Partners VI, L.P ("Seller") and GP Investments VI (Cayman), LTD. ("General Partner"), executed a binding Voting and Other Covenants Agreement ("Voting Agreement"), through which the Offeror undertook to launch a voluntary tender offer for the purchase of the Company's shares and the Limited Partner A undertook to cause the Seller to sell the common shares issued by the Company in the context of the Offeror's voluntary tender offer, as described below.

Pursuant to the terms and conditions set forth in the Voting Agreement, the Offeror undertook to launch a voluntary tender offer (pursuant to article 257 of Law No. 6,404/76 and the applicable provisions of CVM Resolution No. 85/22) for the purchase of common shares issued by the Company representing (a) 100% (one hundred percent) of the Company's voting and total capital stock, if the Company's voluntary exit from the Novo Mercado (pursuant to article 44 of the Novo Mercado Regulation) ("Novo Mercado Exit") is approved in a Company's shareholders' meeting or (b) 74.5% (seventy-four point five percent) of the Company's voting and total capital stock, if the Novo Mercado Exit is rejected in a Company's shareholders' meeting, in either case, considering a purchase price per common share of the Target Company of at least BRL 1.60 (one point sixty Brazilian reais), payable in cash, subject to the conditions and adjustments outlined in the Voting Agreement, provided that the voluntary tender offer will be successful if at least 60.166% (sixty point one six six percent) of the Target Company's voting and total capital stock, on the present date, is tendered ("Offer").

For purposes of clarification, the Offer price indicated above already considers the impact of the Capital Reduction (defined below) on the price of the Company's common shares.

In turn, the Seller undertook to promptly take or cause to be taken all action and promptly do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the sale of all the

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DocuSign Envelope ID: B1875076-64F3-443C-A9B9-BA92EBB2FA5E

Execution Version

shares issued by the Company held by the Seller, which, on the date hereof, represent approximately 60.166% (sixty point one six six percent) of the Company's voting and total capital stock ("Shares").

The launch of the Offer and/or the purchase and sale of the Company's Shares are subject to the fulfillment of certain conditions, including (i) approval by the Company's shareholders of (a) the removal of the poison pill set forth in article 23 of the Company's bylaws ("Poison Pill"), and (b) a capital reduction paid partly in cash, in the overall amount of approximately BRL 1,276,000,000.00 (one billion, two hundred and seventy-six million Brazilian reais), and partly with quotas of a real estate investment fund (fundo de investimento imobiliário), in the shareholders' meeting called on January 3rd, 2023 ("Capital Reduction"), and (ii) consummation and effectiveness of the Capital Reduction.

In connection with the Offer, the Seller has notified the Company on this date requesting the Company to call and to hold a shareholders' meeting as soon as possible to resolve on (i) the removal of the Poison Pill; and (ii) the Novo Mercado Exit.

If the Novo Mercado Exit is approved, its effects will be conditioned upon the success of the Offer.

If the Novo Mercado Exit is not approved, the Offeror shall accept the tendered shares on a pro rata basis proportional to the number of shares that each shareholder (including the Seller) tenders for sale under the Offer.

GPIC, LLC and THB JV S.À R.L will maintain the Company informed as required under applicable law and provide any additional clarifications that may be necessary.

Best regards,

________________________	________________________
GPIC, LLC	THB JV S.À R.L

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JUR_SP - 46249208v3 - 5069002.504357