Multiplan Empreendimentos Imobiliarios S A : Management Proposal for the Extraordinary General Meeting (AGE)

Management Proposal

Extraordinary General Meeting to be held on

October 20, 2023

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.

CNPJ/MF No. 07.816.890/0001-53

NIRE 33.3.0027840-1

Publicly traded Company

TABLE OF CONTENTS:

Introduction	3
Resolutions	3

1. To elect a member of the Company's Board of Directors to replace Mr. John Michael Sullivan…………………………………………………………………………3
2. To amend Article 3 of the Company's Bylaws to include secondary activities in its corporate purpose……………………………………………………………………... 4
3. To amend Chapter II of the Company's Bylaws……………………………………….4
4. To consolidate the Company's Bylaws in order to reflect the amendments referred in items 2 and 3 above…………………………………………………………………..6

Exhibit I - Information regarding the Board of Director member candidate	...........7
Exhibit II - Origin and Justification of the Amendments to the Bylaws…...................9
Exhibit III - Information regarding the Right to Withdraw	20
Exhibit IV - Bylaws Consolidation	23

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MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.

CNPJ/MF No. 07.816.890/0001-53

NIRE 33.3.0027840-1

Publicly traded Company

EXTRAORDINARY GENERAL MEETING

TO BE HELD ON OCTOBER 20, 2023

MANAGEMENT PROPOSAL

Dear Shareholders,

The Management of Multiplan Empreendimentos Imobiliários S.A. ("Company") hereby presents to its shareholders the proposals on the matters contained in the Agenda of the Extraordinary General Meeting to be held, in first call, on October 20, 2023, at 4:00 p.m., at the building of Company's headquarters, at Av. das Américas no. 4.200, bloco 2, ground floor, Barra da Tijuca, in the City and State of Rio de Janeiro, Zip code 22640-102, in accordance with the Call Notice to be published in due course ("EGM").

Resolutions:

1. To elect a member of the Company's Board of Directors to replace Mr. John Michael Sullivan.

It is proposed to the General Meeting the election of Mr. Hélio Lima Magalhães, Brazilian citizen, married, engineer, holder of identity card RG nº 03.574.527-2 SECC/RJ and registered with the CPF/MF under nº 344.224.557 -53, resident and domiciled in the City and State of São Paulo, at Rua Leopoldo Couto Magalhães 1400 Apt 902, Itaim Bibi, to occupy the position of member of the Board of Directors of the Company, replacing Mr. John Michael Sullivan, who will remain in office until his replacement takes office.

The Company clarifies that the proposed replacement was requested by the controlling shareholder 1700480 Ontario Inc., pursuant to Clause 5.2.4 of the Company's Shareholders' Agreement, in view of the imminent retirement of Mr. John Michael Sullivan from his duties at Cadillac Fairview and Ontario Teachers Pension Plan, of which 1700480 Ontario Inc. is a wholly owned subsidiary.

Pursuant to the Company's Bylaws, Mr. Hélio Lima Magalhães, if elected, shall have a unified term with the other members of the Board of Directors, until the Company's Ordinary General Meeting that resolves on the financial statements for the fiscal year ending on December 31, 2023.

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The information regarding the candidate for member of the Board of Directors of the Company, required in items 7.3 to 7.6 of the Reference Form, constitute Exhibit Ihereto, as provided for in article 11 CVM Resolution No. 81, of March 29, 2022, as amended, and are available at the Company's headquarters and website (ri.multiplan.com.br), on the CVM website (www.cvm.gov.br) and B3 website (www.b3.com.br).

Considering that this item of the agenda aims to elect only one member of the Company's Board of Directors, neither the multiple vote process, nor the separate vote process shall apply, pursuant to the understanding already issued by the CVM Board in the context of the Administrative Proceedings CVM No. RJ2016/4098 and 19957.009411/2017-46.

1. To amend Article 3 of the Company's Bylaws to include secondary activities in its corporate purpose.

The Management proposes the inclusion, in the Company's corporate purpose, of secondary activities related to parking, recreation, management and operation of theaters, and loyalty programs, all of which are currently developed, indirectly, through controlled companies, or related to them, in order to reflect its exploitation directly by the Company.

It should be clarified that the proposal to include activities in the Company's corporate purpose, as described above, will not give rise to the right to withdraw of dissenting shareholders, since the activities intended to be included in the corporate purpose are exclusively ancillary and secondary in relation to the main activities currently carried out by the Company, it being maintained the essence of the corporate purpose and the reason for which the Company was established, without configuring, therefore, the hypothesis of a substantial change in the corporate purpose in which the right of withdrawal provided for in Article 137 would be applicable of Law No. 6,404/76.1

Pursuant to Article 12, item II, of CVM Resolution 81, the inclusion proposed in Article 3 of the Company's Bylaws, together with details of the origin, justification and analysis of the legal and economic effects of said inclusion, is included in Annex IIto present, available at the Company's headquarters and website (ri.multiplan.com.br), on the CVM website (www.cvm.gov.br) and B3 (www.b3.com.br).

1. To amend Chapter II of the Company's Bylaws.

According to information transmitted by the Company through the Notice to the Market released on this date, the totality of the 35,575,041 (thirty-five million, five hundred and seventy-five thousand, forty-one) remaining preferred shares issued by the Company, fully held by shareholder 1700480 Ontario Inc., will be converted into common shares with the same rights and advantages as the currently existing common shares issued by the

1 As per understanding confirmed by the CVM Board (Proceeding CVM n. RJ2015/3074).

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Company, in the proportion of 1:1, in accordance with Clause 4.3 of the Shareholders' Agreement and Article 5, §3, of the Company Bylaws ("Conversion").

As a result of the Conversion, the Company's Management proposes changes to Chapter II [Share Capital and Shares] of the Company's Bylaws, in order to (i) reflect the new composition of the share capital exclusively by common shares; and (ii) include a statutory provision authorizing the eventual creation of preferred shares and the increase in their classes without maintaining proportion with the other types or classes of shares, upon resolution at the General Meeting.

Still within the scope of Chapter II of the Bylaws, the Administration proposes to change the wording of the article 8, caput, which establishes the limit of authorized capital, in order to reflect the possibility of issuance of preferred shares. The proposed change does not imply an increase in the current limit of authorized capital.

Finally, specific wording adjustments are proposed in §1 of Article 8 and in the caput of Article 9 in order to (i) improve the wording of §1 of Article 8, in light of §3 of art. 168 of the Brazilian Corporation Law; and (ii) adapt the caput of Article 9 to the new wording of art. 259 of the Brazilian Corporation Law, which no longer requires the Company to publish publications in the Official Gazette.

Pursuant to Article 12, item II, of CVM Resolution 81, the amendment proposed to Chapter II of the Company's Bylaws, together with details of the origin, justification and analysis of the legal and economic effects of said inclusion, is included in Annex IIto present, available at the Company's headquarters and website (ri.multiplan.com.br), on the CVM website (www.cvm.gov.br) and B3 (www.b3.com.br).

In view of the inclusion of authorization for the eventual creation of preferred shares and the possibility of increasing their classes without maintaining proportion with the other types or classes of shares, the approval of the matter covered by this item 3 at the EGM will imply the right to withdraw to dissident shareholders holding common shares issued by the Company, pursuant to article 136, item I, c/c art. 137 of the Brazilian Corporation Law (as per CVM Process No. 2001/11250), as detailed in Annex III to this Proposal.

Shareholders are hereby aware that, once the inclusion of said statutory authorization has been approved, and in view of the content of art. 136, item I c/c art. 137, of the Brazilian Corporation Law, any shareholders' meeting resolutions that effectively approve the creation of preferred shares or an increase in their classes without maintaining proportion with the other classes of shares will not give rise to the right to withdraw.

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