Management Proposal Annual and Extraordinary General Meetings 2020 Free Translation

Management Proposal Annual and Extraordinary General Meetings 2020 Free translation

Management Proposal

Annual and Extraordinary General Meetings 2020

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. CNPJ/ME No. 07.816.890/0001-53 NIRE No. 33.3.0027840-1 Publicly Traded Company

ParkShoppingSãoCaetano1 São Caetano (SP) Management Proposal Annual and Extraordinary General Meetings 2020

TABLE OF CONTENTS:

Introduction ...... 3

Resolutions at Annual General Meeting ...... 3

Review the manager’s accounts, analyze, discuss and vote on the Management Report and the Financial Statements, together with the Company’s External Auditors’ and Fiscal Council’s Reports, for the fiscal year ended on December 31, 2019...... 3

Decide on the destination of net income for the fiscal year ended on December 31, 2019 ...... 4

Define the number of members of the Company’s Board of Directors for a term of office of two (2) years ...... 5

Elect, by individual vote, the members of the Company’s Board of Directors ...... 6

Set the global annual compensation of the Company’s Management for the 2020 fiscal year ...... 8

Resolutions at Extraordinary General Meeting ...... 12

Ratify the global annual compensation of the Company’s Management relating to the 2019 fiscal year ...... 12

Postpone, for up to December 31, 2020, the payment of interests on shareholders’ equity (INE) declared in 2019 and not yet paid, in view of the substantial change in the economic and financial context since the date of its declaration ...... 12

Exhibit I – Officers’ Comments ...... 15

Exhibit II – Proposal of Destination of Net Income ...... 80

Exhibit III – Information about candidates for Board of Directors ...... 86

Exhibit IV – Proposal of Management Compensation ...... 102

Management Proposal Annual and Extraordinary General Meetings 2020

Dear Shareholders,

The Management of Multiplan Empreendimentos Imobiliários S.A. (“Company”) is pleased to present to its shareholders the proposals on the matters contained in the Agenda of the Annual and Extraordinary General Meetings, to be cumulatively held on April 30, 2020, at 03:00 PM, at the registered office of the Company, at Av. das Américas 4.200, block 2, ground floor, Barra da Tijuca, in the City and State of Rio de Janeiro, in accordance with the Call Notice published on this date.

Please note that this document was prepared based on the Company's budget and annual business plan formulated and approved by the Management bodies before the recent developments related to COVID-19. The management global annual compensation presented for the current fiscal year may be impacted by the pace of recovery of the economy and its effects in the country and the Company throughout 2020.

RESOLUTIONS AT ANNUAL GENERAL MEETING:

(1) Review the manager’s accounts, analyze, discuss and vote on the Management Report and the Financial Statements, together with the Company’s External Auditors’ and Fiscal Council’s Reports, for the fiscal year ended on December 31, 2019

The Company’s Management proposes that the shareholders examine and approve the manager’s accounts, the Management Report and the Financial Statements, together with the Company’s External Auditors’ and Fiscal Council’s Reports, for the fiscal year ended on December 31, 2019.

We clarify that the Company’s Financial Statements and Management Report were audited by the independent auditors Ernst & Young Auditores Independentes S.S., received a favorable opinion by the Company’s Fiscal Council and were subsequently approved by the Company’s Board of Directors, in accordance with the meetings held on February 14, 2020, respectively, at 10:30 AM and 04:00 PM, and published in the newspaper Valor Econômico and in the Official Gazette of the State of Rio de Janeiro on March 19, 2020.

The documents relevant to this resolution, together with the External Auditors’ Report, the Opinion of the Company’s Fiscal Council, the form of Standardized Financial Statements – DFP and the Officers’ Comments on the business, the operational results and the financial condition of the Company, the latter constituting Exhibit I hereto (as set forth in article 9, item III of the Instruction of the Securities and Exchange Commission of Brazil (“CVM”) No. 481/09 (“ICVM 481/09”)), are available at the registered office and on the website of the Company (ri.multiplan.com.br), and the websites of CVM (www.cvm.gov.br) and of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) (www.b3.com.br).

Management Proposal Annual and Extraordinary General Meetings 2020

(2) Decide on the destination of net income for the fiscal year ended on December 31, 2019.

The General Meeting shall resolve on the proposal by the Management for allocation of the Company’s net income regarding the fiscal year ended on December 31, 2019, in the total amount of R$ 471,123,368.46, as approved by the Board of Directors at a meeting held on February 14, 2020, in the following terms:

► Approve the allocation of the amount of R$ 23,556,168.42 to the Legal Reserve;

► Approve the allocation of the amount of R$ 167,567,200.04 to the Expansion Reserve;

► Subject to the proposal contained in the agenda at the Extraordinary General Meeting regarding the payment date of interest on shareholders’ equity declared on September 25, 2019 and December 23, 2019, ratify the resolutions which approved the payment of the total amount of R$ 280,000,000.00 (R$ 244,129,818.23, net of taxes), which were taken at the meetings of the Company’s Board of Directors held on June 24, September 25, and December 23, 2019, ad referendum of the General Meeting, whereas R$ 110,000,000.00 has already been paid to the shareholders on October 22, 2019, according to the list of shareholders registered in the Company’s books on June 27, 2019. Said interests on shareholders’ equity were imputed to the minimum mandatory dividend, according to the provisions of article 9, § 7 of Law No. 9.249/95 and in item III of Resolution No. 683/2012 of CVM;

FISCAL YEAR 2019 Proposal of Destination of Net Income – 2019 R$ Net profit of the fiscal year 471,123,368.46 Appropriation to the legal reserve (-)23,556,168.42 Adjusted net profit 447,567,200.04 Minimum mandatory dividends (1) 111,891,800.01 Interests on shareholders’ equity approved in 2019 (gross) 280,000,000.00 Allocation percentage (gross) 62.56% Income tax withheld of interest on the shareholders’ equity 35,870,181.77 Interest on shareholders’ equity approved in 2019 (net of taxes) 244,129,818.23 Allocation percentage (net) 54.55% Allocation to the expansion reserve 167,567,200.04

(1) Value not distributed, because distribution of the interest on the shareholders’ equity surpassed the minimum mandatory dividend.

Management Proposal Annual and Extraordinary General Meetings 2020

400.0 80.0% 68.3% 350.0 64.7% 62.6% 70.0% 57.8% 300.0 60.0% 50.0% 50.0% 50.0% 50.0% 47.5% 250.0 50.0% 32.1% 200.0 36.0% 40.0%

150.0 25.0% 30.0% R$260.0 M R$280.0 M R$125.0 M R$225.0 M R$240.0 M 100.0 R$100.0 M R$155.0 M 20.0% R$135.0 M 50.0 R$102.9 M R$95.0 M 10.0% R$60.9 M R$49.0 M R$58.7 M - R$20.1 M R$19.9 M 0.0% 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Dividends Interest on shareholders’ equity (gross) % of net income after expansion reserve

Additional information on the proposal of destination of net income presented by the Management is provided in Exhibit II hereto, according to the terms of article 9, Sole Paragraph, II of ICVM 481/09, and is available at the registered office and on the Company’s website (ir.multiplan.com.br), and on the websites of CVM (www.cvm.gov.br) and B3 (www.b3.com.br).

(3) Define the number of members of the Company’s Board of Directors for a term of office of two (2) years.

Pursuant to Article 14 of the Company's Bylaws, the Board of Directors shall be composed of a minimum of 5 (five) and a maximum of 10 (ten) members, resident or not in the country, elected and removed by the General Meeting, with a unified term of office of 2 (two) years, reelection being admitted. Also, as provided for in paragraph 1 of article 14 of the Bylaws, the General Meeting is responsible for defining, by majority vote, the number of positions on the Board of Directors to be filled in each tenure.

Therefore, for the term of office that will begin on April 30, 2020 and extend until the Annual General Meeting that will decide on the financial statements for the fiscal year to be ended on December 31, 2021, it is proposed that the composition of the Board of Directors remain in 7 (seven) members. If there is a request for separate election, pursuant to article 141 of Law No. 6,404 / 76 (“Brazilian Corporate Law”), the structure of the Board of Directors will be reorganized to accommodate the director elected separately, so that the Board composition is maintained in 7 (seven) members.

It is noteworthy that the right to request and participate in the separate election shall only be exercised by shareholders who prove the uninterrupted ownership of the shareholding during at least the period of 3 (three) months immediately prior to the General Meeting, under the terms of paragraph 6 of article 141 of the Brazilian Corporate Law.

Management Proposal Annual and Extraordinary General Meetings 2020

According to Article 3 of CVM Instruction n. 165/91, as amended by CVM Instruction n. 282/98, the minimum percentage of voting capital necessary to request the adoption of the multiple vote process for the election of the members of the Board of Directors at the Annual Shareholders' Meeting is five percent (5%).

The request for the multiple vote process must be made through written notification delivered to the Company up to 48 (forty-eight) hours in advance of the General Meeting.

(4) Elect, by individual vote, the members of the Company’s Board of Directors.

Given that the term of office of the current members of the Board of Directors will end on the date of the General Meeting, it should resolve on the election of directors for a new term of 2 (two) years, that is, until the Annual General Meeting that will decide on the financial statements for the fiscal year to be ended on December 31, 2021.

The candidates presented below were nominated by the Company's controlling shareholders, pursuant to the Shareholders' Agreement dated July 4, 2007 (available for consultation at the headquarters and on the Company's, CVM and B3 websites). The nomination process is based on criteria such as availability of time for the exercise of duties, professional experience, diversity, alignment and commitment to the values and culture of the Company. Six of the seven candidates are already on the Company's Board of Directors.

As independent director, it is proposed the election of Mr. Gustavo Henrique de Barroso Franco to replace Mr. José Carlos de A. S. Barata, to whom the Company thanks the contribution and dedication in the years in which he held the position at the Company’s Board of Directors.

Board member since: 2012 Age: José Paulo F. Amaral 76 Chairman of the Board of Directors

Qualification: Administrator Brief Biography: Mr. José Paulo Amaral has a degree in Business Administration from Universidade Mackenzie in São Paulo and a postgraduate degree from Fundação Getúlio Expertise: Vargas in São Paulo. Throughout his professional career, he worked for major retail players, Retail Market such as Mesbla S.A. and Lojas Americanas, having held relevant executive positions. Mr. Finance José Paulo has several courses in the business management area, including INSEAD Strategic Planning (France) and Harvard Business School (USA). Since 1997, Mr. José Paulo has explored a Risk Management rural property located in Naviraí - MS aimed at planting soybeans and corn. Crisis Management Corporate Governance Other Boards in Brazilian listed companies: None

Management Proposal Annual and Extraordinary General Meetings 2020

Age: 79 José Isaac Peres Board member since: 2006

Qualification: Member of the Board of Directors and Chief Executive Officer Economist Brief Biography: Mr. José Isaac Peres graduated in economics from the National Faculty Expertise: of Economics of the University of Brazil. Throughout his professional career, he has Real Estate participated and executed more than 350 real estate projects, with more than 35 thousand Retail Market Finance units sold. Mr. Peres was the founder and creator of Abrasce, as well as Ademi - Strategic Planning Association of Directors of Companies in the Real Estate Market. He also held the position People Management of member of the Board of Directors of Amil Participações S.A. between 2007 and 2010. Executive Leadership Institutional Relations Other Boards in Brazilian listed companies: None Social Responsibility

Age: 49

Qualification: Eduardo Kaminitz Peres Board member since: 2006 Administrator Member of the Board of Directors and Executive Vice President Expertise: Real Estate Brief Biography: Mr. Eduardo Peres studied administration at Universidade Cândido Retail Market Mendes. In 1988, he joined Multiplan, having held several positions in strategic areas of the Malls Operation Company. Since 2000, Mr. Eduardo has been responsible for the Company's Operations Strategic Planning Area. Digital Innovation E-Commerce Other Boards in Brazilian listed companies: None

Age: 54 Board member since: 2018 Qualification: Ana Paula Kaminitz Peres Businesswoman Member of the Board of Directors

Expertise: Brief Biography: Ms. Ana Paula Kaminitz Peres joined the Company in 2008, having held Retail Market positions in the commercial area since joining. In 2012, she actively participated in the Fashion Industry Marketing inauguration project of VillageMall, a mall that has unprecedented international and national Customer Experience brands established in the luxury market. Currently, she holds the position of Commercial Mix Management Superintendent, acting especially in the relationship with international brands. Digital Innovation E-Commerce Other Boards in Brazilian listed companies: None

Age: John Michael Sullivan Board member since: 2010 59 Member of the Board of Directors Qualification: Engineer Brief Biography: Mr. John Sullivan holds a Bachelor of Civil Engineering degree from Concordia University, a Master of Business Administration degree from McGill University and Expertise: Real Estate has completed the Advanced Management Program at Harvard Business School. Mr. Retail Market Sullivan is CEO of The Cadillac Fairview Corporation Limited since 2011. Prior to becoming Global Experience CEO, John held the position of Executive Vice President, Development, at Cadillac Fairview. Finance and Auditing Prior to joining Cadillac Fairview, Mr. Sullivan built an expressive career in the real estate Strategic Planning industry, holding executive positions at major companies such as Marathon Realty Company Executive Leadership Limited and Brookfield Properties Corporation. Compliance Corporate Governance Other Boards in Brazilian listed companies: None

Management Proposal Annual and Extraordinary General Meetings 2020

Age: 47 Duncan George Osborne Board member since: 2016 Qualification: Member of the Board of Directors Lawyer

Expertise: Brief Biography: Mr. Duncan Osborne holds a law degree (LL.B.) from the University of Real Estate Western Ontario, a Master of Finance (M.Fin) from Queen’s University and a Bachelor of Retail Market Science (B.Sc.) from Trent University. He also holds a Certificate in Real Estate Development Global Experience from New York University. Mr. Duncan is Executive Vice President – Investments at The Legal Issues Cadillac Fairview Corporation Limited, having previously held the role of Senior Vice Regulatory Affairs President of Development. Compliance Corporate Governance Auditing and Accounting Other Boards in Brazilian listed companies: None

Age: 63 Gustavo H. B. Franco Board member since: n/a

Qualification: Independent Member of the Board of Directors Economist Brief Biography: Mr. Gustavo Franco holds a bachelor's and master's degree in Economics Expertise: from PUC-Rio, and Ph.D from Harvard University. Between 1986-1993 he was a professor at Financial Sector PUC-Rio, researcher and consultant in economics. In the public service, during 1993-99, he Capital Market held high-ranking positions, until he was appointed President of the Central Bank of Brazil, Public Administration Strategic Planning having a central participation in the formulation and execution of the Real Plan. In 2000, he Entrepreneurship founded Rio Bravo Investimentos and, in 2003, Unik S/A, a payroll credit card administrator. Finance He has previous experience in several boards of directors and since June 2016 is a consultant Retail Market for strategic issues at NuBank. Corporate Governance Executive Leadership Other Boards in Brazilian listed companies: Banco Daycoval S.A.

The composition of the candidates indicated above meets the independence parameters of B3’s Level 2 of Corporate Governance and has a majority of external members, being in this respect aligned with the Brazilian Corporate Governance Code.

Additional information on the election of the members of the Company’s Board of Directors, as required in items 12.5 to 12.10 of the Reference Form, is provided in Exhibit III hereto, according to the terms of article 10 of ICVM 481/09, and is available at the registered office and on the Company’s website (ri.multiplan.com.br), and on the websites of CVM (www.cvm.gov.br) and B3 (www.b3.com.br).

(5) Set the global annual compensation of the Company’s Management for the 2020 fiscal year

In compliance with Circular Letter CVM/SEP/ No. 02/2020, which requires the disclosure of information on amounts approved in the previous compensation proposal and amounts actually incurred, we clarify that the global annual compensation amount for the 2019 fiscal

Management Proposal Annual and Extraordinary General Meetings 2020

year, without considering the compensation of the members of the Fiscal Council1, was R$ 44,940,753.56, and the amount actually incurred, also without considering the compensation of the members of the Fiscal Council, was R$ 51,263,183.99 (both net of social charges that are employer's burden).

Planned and incurred global annual compensation Board of directors and statutory executive board 70,000,000.00 (Net of social charges, in R$ million) 70,000,000.00

60,000,000.00 60,000,000.00 R$51.3 M 50,000,000.00 R$44.9 M 50,000,000.00 R$42.5 M R$43.0 M 40,000,000.00 R$35.1 M 40,000,000.00 R$31.7 M 30,000,000.00 R$25.5 M 30,000,000.00

20,000,000.00 20,000,000.00

10,000,000.00 10,000,000.00

0.00 0.00 Planned Incurred Planned Incurred Planned Incurred Planned 2017 2017 2017 2018 2018 2018 2019 2019 2019 20202020

Short term fixed compensation Short term variable compensation Share-based long term incentive plans

Considering only the values related to short-term fixed and variable compensations, both net of social charges that are the employer's burden, we have the evolution below:

Planned and incurred short term fixed and variable compensation Board of directors and statutory executive board 40,000,000.00 (Net of social charges, in R$ million) 40,000,000.00 35,000,000.00 35,000,000.00 30,000,000.00 R$26.4 M 30,000,000.00 R$23.4 M R$24.1 M R$23.0 M R$24.6 M R$23.6 M 25,000,000.00 R$22.6 M 25,000,000.00 20,000,000.00 20,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 0.00 0.00 Planned Incurred Planned Incurred Planned Incurred Planned 2017 2017 2017 2018 2018 2018 2019 2019 2019 2020

Short term fixed compensation Short term variable compensation

The difference between the amount planned and the amount incurred in 2019 was mainly due to, (i) the increase in the number of members of the management, from 5 to 6 members, stemming from the creation of a new position of statutory Vice-President Officer, and considering its impacts on long-term share-based compensations, and (ii) the amounts

1 We clarify that the Company's Fiscal Council is a non-standing operating body and was installed at the Annual General Meeting held on April 26, 2019, upon request of shareholders representing more than 2.0% (two percent) of the Company's voting capital. At the said Meeting, the annual global compensation of the members of the Fiscal Council was set at R$ 720,000.00, of which R$ 720,000.00 were effectively incurred.

Management Proposal Annual and Extraordinary General Meetings 2020

related to the long-term incentive plan, since the shares issued by the Company (phantom stock options), have risen in price since the granting of the plan.

Share-based long term incentive plans Board of directors and statutory executive board (Net of social charges)

R$ 30.93

R$ 23.15 R$ 23.25 R$ 18.92 R$26.7 M R$ 14.08 R$19.9 M

R$5.9 M R$6.1 M R$2.5 M

2015 2016 2017 2018 2019

Share-based long term incentive plans MULT3 share price¹

¹ Price according to the average market price calculated by the weighted average of financial volume and number of shares traded during the 20 last trading days prior to the end of each period, used to mark-to-market each Phantom Stock Option Plan balance

In this respect, it should be clarified that according to the applicable accounting standards, provisions related to the phantom stock options are marked to market on a quarterly basis based on the market price of the share, which may affect the Company's results up or down, with an equivalent in liabilities, without reflecting the cash effect in the period, i.e. without disbursement to its beneficiaries. Regardless of the provisioned amount, the amount to be effectively paid to the respective beneficiaries will depend, in addition to other factors2, on the price of the shares issued by the Company upon the effective redemption of the phantom stock options by the beneficiaries, after the applicable grace periods.

The amount presented in this Management’s Proposal represents the amount recognized annually in the Company's results in accordance with the pricing of each long-term share- based compensation plan. Since 2016, the Company has no longer granted phantom stock option plans, which are reassessed quarterly until their exercise or cancellation.

Management's Proposal for this item (5) of the Agenda: With regard to the 2020 fiscal year, the Company’s Management proposes to set the global annual compensation of the managers for said fiscal year, covering the fixed and variable remuneration, including share- based long term incentive plans, in the amount of R$ 35,060,613.08, plus social charges which are the employer’s burden in the amount of R$ 4,939,386.92, totaling an overall annual

2 Under the terms of the Phantom Stock Option Plan granted to the Company's executives in 2015 and 2016, each phantom stock option grants the beneficiary the right to receive a pecuniary award, based on the difference between the price of the shares issued by the Company as of the grant date, adjusted by the IPCA, and the price of the same shares at the end of the grace period and actual redemption, calculated according to the metrics established in the respective plan.

Management Proposal Annual and Extraordinary General Meetings 2020

amount of R$ 40,000,000.00, in accordance with the table contained in Exhibit III to this proposal, to be submitted for approval by the Company’s General Meeting. The values proposed herein refer to the period from January 1 to December 31, 2020.

The global annual compensation includes R$ 11,411,347.95 for long-term share-based incentive plans, net of social charges, which are being proposed based on their accounting recognition in the Company's results. The Company highlights that 95.6% of this amount refers to plans granted and disclosed in years prior to 2020 and do not represent a cash disbursement of the same amount.

Under the long term share-based compensation estimate for the 2020 fiscal year, the share price referred to the phantom stock option program considered for its mark to market in December 31, 2020 is the same average price calculated in December 31, 2019 of R$30.93. We emphasize, once again, that the amount estimated for the year 2020 refers only to the accounting effects of grants made until 2016.

In terms of net social charges which are the employer’s burden, the proposal of annual compensation of the managers for 2020, in the amount of R$ 35,060,613.08, is 22.0% lower than the amount approved in 2019 (R$ 44,940,753.56), mainly due to a reduction of the estimated variable compensation referred to the long term share-based compensation plan.

As mentioned above, the amount proposed to the global annual compensation of the management covers the short-term fixed amount, the short-term variable compensation, and long term share-based compensation, under the terms showed below:

2020 planned global annual compensation Board of directors and statutory executive board (Net of social charges)

Share-based long term Short term fixed incentive plans compensation 32.5% 31.6%

Short term variable compensation 35.9%

Additional information on the compensation of the Company’s Management, as indicated in item 13 of the Reference Form, is contained in Exhibit III hereto, in compliance with the provisions of article 12, items I and II of ICVM 481/09, and is available at the registered office and on the website of the Company (ir.multiplan.com.br), on the websites of CVM (www.cvm.gov.br) and B3 (www.b3.com.br).

Management Proposal Annual and Extraordinary General Meetings 2020

RESOLUTIONS AT EXTRAORDINARY GENERAL MEETING:

(6) Ratify the global annual compensation of the Company’s Management relating to the 2019 fiscal year.

As mentioned above in item (5), in the 2019 fiscal year the amount related to the managers compensation effectively provisioned (accounted) by the Company, without the compensation for the Fiscal Council members, summed a total of R$ 51,263,183.99 (net of social charges which are the employer’s burden), exceeding the global compensation amount approved in the Ordinary General Meeting of the Company in April 26, 2019.

Management's Proposal for this item (6) of the Agenda: In face of this event, the Company’s Management proposes that the global annual compensation of the managers for 2019 fiscal year (referred to the period from January 1 to December 31, 2019) be ratify in a total amount of R$ 51,263,183.99. This amount covers the fixed and variable remuneration, including share-based long term incentive plans, and considering social charges which are the employer’s burden in the amount of R$ 9,256,171.33 reaches the total amount of R$ 60,519,355.33.

Additional information on the compensation of the Company’s Management, as indicated in item 13 of the Reference Form, is contained in Exhibit III hereto, in compliance with the provisions of article 12, items I and II of ICVM 481/09, and is available at the registered office and on the website of the Company (ri.multiplan.com.br), on the websites of CVM (www.cvm.gov.br) and B3 (www.b3.com.br).

(7) Postpone, for up to December 31, 2020, the payment of interests on shareholders’ equity (INE) declared in 2019 and not yet paid, in view of the substantial change in the economic and financial context since the date of its declaration

During the 2019 fiscal year, the Company's Board of Directors approved, with favorable opinion from the Fiscal Council, the distribution of interest on equity to the Company's shareholders, ad referendum of the General Meeting, on the following occasions:

► On June 24, 2019, based on the Company's balance sheet drawn up on May 31, 2019, interest on shareholders’ equity was declared in the gross amount of R$ 110,000,000.00, corresponding to R$ 0.18458448946 per share before withholding income tax, as applicable, attributed to shareholders registered as such on June 27, 2019. Payment related to this earning was made on October 22, 2019.

► On September 25, 2019, based on the Company's balance sheet drawn up on August 31, 2019, interest on shareholders’ equity was declared in the gross amount of R$ 80,000,000.00, corresponding to R$ 0.13417101396 per share before withholding

Management Proposal Annual and Extraordinary General Meetings 2020

income tax, as applicable, attributed to shareholders registered as such on September 30, 2019. The payment related to this earning was expected to occur until May 29, 2020, as resolved at the Board of Directors' meeting that approved it.

► On December 23, 2019, based on the Company's balance sheet drawn up on November 30, 2019, interest on shareholders’ equity was declared in the gross amount of R$ 90,000,000.00, corresponding to R$ 0.15088772985 per share before withholding income tax, as applicable, attributed to shareholders registered as such on December 30, 2019. The payment related to this earning was expected to occur until May 29, 2020, as resolved at the Board of Directors' meeting that approved it.

In view of the substantial change in the national and global economic-financial context arising from the new coronavirus outbreak (COVID-19), the Management proposes the postponement, until December 31, 2020, of the payment of interest on shareholders’ equity declared in the 2019 fiscal year and not yet paid, in the total gross amount of R$ 170,000,000.00.

This proposal aims to preserve the Company's cash to deal with the scenario of uncertainty and reversal of expectations caused by this unprecedented situation and is justified by the Company's social interest, according to art. 154 of the Brazilian Corporate Law.

Company's Fiscal Council expressed a favorable opinion to the proposal of postponement of the payment of interest on shareholders’ equity, as per analogous application of art. 202, §4 of the Brazilian Corporate Law.

If the referred postponement is approved by the General Meeting, the payment of the balance of interest due to the Company's shareholders, in the gross amount of R$ 170,000,000.00, will be made until December 31, 2020, according to the date(s) to be duly defined by the Company's Management and disclosed to the market.

Additional information about the interest on shareholders’ equity declared in 2019, including the proposal of payment postponement herein presented, according to the terms of article 10 of ICVM 481/09, is provided in Exhibit II hereto and is available at the registered office and on the Company’s website (ri.multiplan.com.br), and on the websites of CVM (www.cvm.gov.br) and B3 (www.b3.com.br).

Management Proposal Annual and Extraordinary General Meetings 2020

These are the matters that Company's Management intends to propose and expects to be evaluated and approved by the shareholders.

We believe the information made available herein will enable the shareholders to consider their positions in advance and facilitate the decision-making. Notwithstanding, our Investors’ Relations team is prepared and available to settle any question or guide you.

55 (21) 3031-5600 [email protected] Contact IR

We count on your attendance.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.

Management Proposal Annual and Extraordinary General Meetings 2020

EXHIBIT I (COMMENTS MADE BY THE OFFICERS) In accordance with article 9, item III of ICVM 481/09.

10.1 General financial and property conditions

(a) Comments by the Officers on financial and property conditions

Fiscal year ended on December 31, 2019

The Company's Officers clarify that, on December 31, 2019, the Company had in its portfolio of projects in operation, interests in 19 shopping centers and two sets of commercial towers for lease, with an average ownership share of 79.6%, resulting in its own gross leasable area (GLA) of 733,500 m². The portfolio in operation, together with its projects in development and inventory of land for future development, accumulated at cost value on its balance sheet R$7.4 billion in investment properties and plots of land to commercialize.

In 2019, the Company's own GLA grew 10,600 m² compared to 2018, referring to acquisitions of minority interests and adjustments to areas. The Company's Officers highlight below the main events of 2019:

 Consolidation and organic growth of our portfolio: some of the shopping centers in our portfolio were stood out in 2019 in terms of revenue growth, such as Shopping Santa Úrsula, whose rental revenue grew 14.6% and ParkShoppingCanoas, whose rental revenue was up 13.7% compared to 2018. In terms of contribution to rental revenue, MorumbiShopping contributed with R$151.3 million in 2019 against R$141.5 million in 2018, and BarraShopping contributed with R$159.6 million in 2019 against R$150.9 million in 2018;

 Acquisition: increase in interest in BH Shopping with the acquisition of an additional 20.0%, raising its own GLA by 9,500 m² and contributing to an increase of 28.5% in the shopping center's rental revenue in 2019 over 2018;

 Loans and financing: the Company signed a private instrument to open credit for the construction of the ParkJacarepaguá project located in the city of Rio de Janeiro in the amount of R$350.0 million, with (i) charges of TR plus 5.15% per year during the first 15 months and (ii) after this period, charges of 105.85% of the CDI;

 Compensation expenses based on stock options: increased from R$7.6 million in 2018 to R$65.5 million in 2019 due to the effect of Multiplan's share appreciation in the quarterly mark- to-market process of Phantom Stock Options plans throughout 2019; and

 Financial leverage: increase in the net debt/EBITDA indicator from 2.1x on December 31, 2018 to 2.4x on December 31, 2019, due to the 1.5% decrease in EBITDA compared to an increase of 12.9% in the Company's net debt.

On December 31, 2019, the Company had (i) a shopping center project under construction and lease, ParkJacarepaguá. Located in the Jacarepaguá region, in the city of Rio de Janeiro, the project will

Management Proposal Annual and Extraordinary General Meetings 2020

have a total GLA of approximately 39,000 thousand m². The Company will have a 91.0% share in the results of the shopping center and 100% in the construction cost of the project, and (ii) the expansion to be developed at ParkShoppingBarigüi, located in Curitiba, announced in December 2019 that will add approximately 15,000 m² of GLA, equivalent to 29% of the current shopping center area. This will be the third and largest expansion of ParkShoppingBarigüi, with total gross investment of approximately R$250.0 million.

In 2019, the Company presented a consolidated net income of R$469.2 million, in line with 2018, and a 1.5% decrease in EBITDA, which reached R$925.0 million in the period. Net Operating Income (NOI) reached R$1.2 billion, 5.5% higher than the previous year.

The Company’s Officers clarify that the EBITDA and the NOI are non-accounting measures prepared by the Company, reconciled with its financial statements and used by it as additional performance indicators of its transactions. The EBITDA and the NOI are not measures recognized neither by the Accounting Practices Adopted in Brazil [Brazilian GAAP] nor by IFRS [International Financial Reporting Standards], nor have a standard meaning and cannot be compared with similar securities furnished by other companies. The EBITDA and the NOI should not be considered individually or as substitutes of net profit or operating profit as indicators of operating performance or cash flow nor to measure the liquidity or capacity of payment of debt. For definitions, the conciliations with the financial statements of the Company, see item 3.2 of the Company’s Reference Form.

Fiscal year ended on December 31, 2018

The Company’s officers clarify that, on December 31, 2018, the Company had in its portfolio of assets in operation, interests in 19 shopping malls and 2 sets of commercial towers for lease, with a 78.5% average ownership, resulting in an owned gross leasable area (GLA) of 722,9 thousand m². The portfolio in operation, combined with its projects under development and inventory of plots of land for future development, accumulated R$ 6.8 billion in properties for investment and plots of land to commercialize, registered at cost value in its balance sheet.

In 2018, the Company’s GLA was stable in comparison with 2017. The Company’s Officers highlight the main events of 2018:

 Restatement and organic growth of our portfolio: some of the shopping malls of our portfolio stood out in 2018 in terms revenue growth, such as ShoppingSantaÚrsula, whose rental revenue grew 13.3% and Pátio Savassi, whose rental revenue grew 12.0% when compared to 2017. In terms of contribution to the rental revenue, ParkShoppingBarigüi contributed with R$70.6 million in 2018, compared to R$65.5 million in 2017, and MorumbiShopping contributed with R$141.5 million in 2018, compared to R$136.9 million in 2017;

 ParkShoppingCanoas: the mall, inaugurated in the last quarter of 2017, contributed with R$17.8 million to the rental revenue in 2018, compared to R$3.0 million in 2017;

 Morumbi Corporate: located in the city of São Paulo, state of São Paulo, the asset with 74.2 thousand m² of GLA presented 97.2% of its area leased on December 31, 2018. Morumbi Corporate contributed with R$100.1 million to the rental revenue in 2018, compared to R$93.8 million in 2017;

 Loans and financing: accomplishment of the sixth issue of debentures, for primary public distribution, in the amount of R$300,0 million, with remuneration interest corresponding to 107.25% of CDI ["Certificado de Depósito Interbancário" - Interbank Deposit Certificate]; and

 Financial leverage, fall in the indicator of the net debt/EBITDA (Earnings Before Interest,

Management Proposal Annual and Extraordinary General Meetings 2020

Taxes, Depreciation and Amortization) from 2.3x on December 31, 2017 to 2.1x on December 31, 2018, as a result of the increase of 14.8% of the EBITDA compared to an increase of 4.2% of the Company’s net debt.

On December 31, 2018, the Company had a shopping mall project in the development phase, ParkJacarepaguá. Located in the region of Jacarepaguá, in the city of Rio de Janeiro, the project will have a total total GLA of approximately 38.9 thousand m² and its inauguration is expected to 2020. The Company shall have an interest of 91.0% in the revenues of the shopping mall and 100% in the building cost of the project.

In 2018, the Company posted consolidated net profits of R$470.5 million, with increase of 27.7% and growth of 14.8% of the EBITDA, which reached R$939.2 million in the period. The Net Operating Income, or NOI, reached R$1.1 billion, 8.6% higher than the previous year.

Fiscal year ended on December 31, 2017

The Company’s Officers clarify that, on December 31, 2017, the Company had in its portfolio of assets in operation, interests in 19 shopping malls and 2 sets of commercial towers for lease with a 78.5% average ownership, resulting in an owned gross leasable area (GLA) of 722.6 thousand m². The portfolio in operation, combined with its projects under development and inventory of plots of land for future development, accumulated R$ 6.6 billion in properties for investment and plots of land to commercialize, recorded at cost value in its balance sheet.

In 2017, the Company’s GLA grew 52.9 thousand m² when compared to 2016, related to inaugurations of a new shopping mall, expansions, acquisition of minority stake, adjustments and additions of stores and reviews of areas. The Company’s Officers highlight below the main events of 2017:

 New shopping mall: the Company delivered in the last quarter of 2017 its 19th shopping mall, ParkShoppingCanoas, located in the city of Canoas, state of Rio Grande do Sul. The shopping mall has 48.7 thousand m² of GLA and the Company has interest of 80.0%;

 Acquisition: increase of interest in ParkShoppingBarigüi with the acquisition of 9.3% additional stake, increasing its GLA by 4.9 thousand m² and contributing to the increase in revenues of the shopping mall, whose rental revenue grew 18.3% in 2017 when compared to 2016;

 Consolidation and organic growth of our portfolio: some of the shopping malls of our portfolio stood out in 2017 in terms of revenue, such as ShoppingVilaOlímpia, whose rental revenue grew by 10,5%, and JundiaíShopping, whose rental revenue grew 10.0% when compared to 2016;

 Expansions: the Company developed new areas in RibeirãoShopping, in Pátio Savassi and in VillageMall in 2017, which added 9.3 thousand m² of owned GLA;

Management Proposal Annual and Extraordinary General Meetings 2020

 Morumbi Corporate: located in the city of São Paulo, state of São Paulo, the asset with owned GLA of 74,2 thousand m² reached 98.1% of the area leased on December 31, 2017, compared with 96.2% on December 31, 2016. Morumbi Corporate contributed with R$93.8 million to the rental revenue in 2017 compared to R$83,8 million in 2016;

 Capital increase: private subscription, in the amount of R$600.0 million, with the issue of 10,256,411 common shares at the price of issue of R$58,50 per share;

 Loans and financing: accomplishment of the fifth issue of debentures, for private placement, in the amount of R$300.0 million, with remuneration interest corresponding to 95% of the CDI, used as hedge of the real estate receivables certificates; and

 Financial leverage: fall of the net debt/EBITDA indicator from 3,0x on December 31, 2016 to 2,3x on December 31, 2017, as a result of the reduction of 22.6% of the net debt of the Company. In the same period, the EBITDA presented growth of 0.9%.

On December 31, 2017, the Company had a shopping mall project in development phase, ParkJacarepaguá. Located in the region of Jacarepaguá, in the city of Rio de Janeiro, the project shall have a total GLA of approximately 38.9 thousand m² and its inauguration is expected to 2020. The Company will have an interest of 91.0% in the revenues of the shopping mall and of 100% in the building cost of the project.

In 2017, the Company presented a consolidated net profit of R$368.5 million, with increase of 18.2% and growth of 0.9% in the EBITDA, which reached R$818.1 million in the period. The NOI (Net Operating Income) reached R$1.0 billion, 8.4% higher than the previous year.

The Company’s Officers clarify that the EBITDA and the NOI are non-accounting measurements prepared by the Company, reconciled with its financial statements and used by it as additional performance indicators of their operations. The EBITDA and the NOI are not measures recognized by Brazilian GAAP nor by IFRS; they do not have a standard meaning and cannot be compared with measures with similar instruments furnished by other companies. The EBITDA and the NOI must be considered individually as substituted of net profit or operating profit as indicators of operating performance or cash flow or to measure liquidity or capacity to pay debt. For definitions and conciliations with the Company’s financial statements, see item 3.2 of the Company’s Reference Form.

(b) comments by the Officers on the capital structure

Capital structure

Below is the composition of the Company’s capital structure for the periods indicated, considering (i) as a percentage cost of equity the value resulting from the shareholders’ equity divided by the sum of total liabilities and shareholders’ equity, and (ii) as a percentage of the capital of third parties the value resulting from the total liabilities divided by the sum of the total liabilities and the shareholders’ equity:

 As at December 31, 2019, the Company's capital structure consisted of 58.38% of equity and 41.62% of third-party capital

 As at December 31, 2018, the Company’s capital structure was comprised of 60.30% of cost of equity and 39.70% of third-party capital;

 As at December 31, 2017, the Company’s capital structure was comprised of 60.16% of cost of equity and 39.84% of third-party capital; and

Management Proposal Annual and Extraordinary General Meetings 2020

December December December AV AV AV (in thousands of R$, except %) 31, 2019 31, 2018 31, 2017

Total liabilities 3,985,748 41,62% 3,523,071 39.70% 3,444,089 39.84%

Shareholders’ equity 5,591,001 58.38% 5,352,187 60.30% 5,200,313 60.16%

Sum of the total liabilities and 9,576,749 100,00% 8,875,258 100,00% 8,644,402 100.00% shareholders’ equity

In the assessment of the Officers, the Company’s capital structure represents, currently, an adequate ratio between shareholders’ equity and third-party capital.

The Officers consider that the Company presents full payment capacity of all the financial commitments, as it presents generation of cash with high predictability, as a result of high operating margins (NOI margin 89,5% in the fiscal year ended on December 31, 2019, 90.1% in the fiscal year ended on December 31, 2018, and 88.0% in the fiscal year ended on December 31, 2017, and EBITDA margin of 70,8% in the fiscal year ended on December 31, 2019, 76.4% in the fiscal year ended on December 31, 2018, 70.7% in the fiscal year ended on December 31, 2017), a high average occupancy rate of its shopping malls (97.6% in 2019, 97.5% in 2018, and 97.4% in 2017), controlled average gross delinquency rate (3.3% in the fiscal year ended on December 31, 2019, 3.3% in the fiscal year ended on December 31, 2018 and 2,8% in the fiscal year ended on December 31, 2017) and low levels of rent loss (1.2% in the fiscal year ended on December 31, 2019, 1.1% in the fiscal year ended on December 31, 2018 and 1.1% in the fiscal year ended on December 31, 2017).

The EBITDA margin is calculated by the EBITDA divided by the net revenue. The NOI margin is calculated by the NOI divided by the sum of the rental revenue and parking revenue.

(d) sources of financing used for working capital and for investments in non-current assets

The Officers consider that in the last three fiscal years the main sources of financing for working capital and for investments of the Company were: (i) the cash flow generated by its operating revenues (ii) the credit facilities for construction with funds from savings, (iii) short and long term bank credit lines, including the issuance of bank credit notes (CCB), (iv) the issuance of debentures and Real Estate Receivables Certificates (CRI) in the local market, (v) the balance of cash and cash equivalents and financial investments, and (vi) the public and/or private offerings of primary distribution upon the issue of new shares.

These sources of finance were used by the Company especially to cover costs, expenses and investments related to: (i) operations of the business, (ii) capital disbursement, including the investment in new shopping malls, real estate projects, expansion of existing shopping malls and increases of participations in shopping malls of the portfolio, (iii) requirements of payment resulting from its own financial contracts, (iv) requirements of payment resulting from the issue of debentures and Real Estate Receivables Portfolios (CRI – Certificados de Recebíveis Imobiliários), and (v) payment of dividends on shareholders’ equity.

The Officers believe that these sources of financing are adequate to the Company’s debt profile, meeting the needs of working capital and investments, always preserving the long-term profile of the financial debt and, consequently, the Company’s payment capacity.

Management Proposal Annual and Extraordinary General Meetings 2020

(e) sources of financing for working capital and investments in non-current assets which it intends to use to cover liquidity deficiencies

To cover future cash exposure resulting from investments and working capital, the Company may access several credit lines. Potentially, we can use as sources of financing for working capital and investments in non-current assets: (i) credit lines and bilateral bank financing, including facilities to projects financing, (ii) credit lines from development banks, (iii) access to the local fixed income capitals market through debentures and/or real estate receivables certificates (CRI), and (iv) primary public and/or private distribution offerings through the issue of new shares, (v) increase of capital stock for private subscription of shares, (vi) access to the debt market abroad, (vii) cash generation and (viii) partial or full sale of assets.

(f) indebtedness level and the characteristics of such debts

(i) relevant loan and financing agreements

The table below and subsequent notes show the consolidated debt of the Company from financial institutions on December 31, 2019, December 31, 2018 and December 31, 2017:

Loans and financings

Average annual December 31, December 31, December 31, interest rate (in thousands of R$, except %) Index 2019 2018 2017 December 31. Consolidated Consolidated Consolidated 2019

Current

Santander BHS Exp, V (a) TR 8.70% - 12,389 15,848

Santander Multiplan Greenfield IV (b) CDI + 0.85% 18,713 17,704 21,214

Santander Multiplan Greenfield II (b) CDI + 0.85% 18,204 17,223 20,637

Itaú São Caetano (c) TR 7.40% 10,644 10,746 10,504

Itaú VillageMall (d) TR 7.40% 27,245 27,511 26,866

Itaú CCB 100 (e) % do CDI 108.50% - - 103,205

Itaú CCB 325 (f) % do CDI 108.00% - 25,463 545

Banco do Brasil CCB 175 (g) % do CDI 110.00% 33,716 22,790 6,164

Banco do Brasil CCB 50 (h) % do CDI 110.00% 15,138 10,232 2,767

Banco do Brasil CCB 150 (i) % do CDI 110.00% 45,413 30,696 8,301

Banco do Brasil BarraShopping VII (j) TR 7.60% 11,458 11,500 11,307

Bradesco CCB 300 (k) CDI + 1.00% 102,357 2,849 2,838

Bradesco Canoas (l) TR 7.50% 19,773 7,819 -

Bradesco MTE JPA SWAP (m) TR 5.15% -47 - -

BNDES JDS sub-crédito A (n) TJLP 3.38% - - 12,149

BNDES JDS sub-crédito B (n) TJLP 1.48% - - 127

BNDES JDS sub-crédito C (n) TJLP - - - 548

BNDES CGS sub-crédito A (o) TJLP 3.32% - - 13,356

BNDES CGS sub-crédito B (o) IPCA 7.27% - - 5,700

BNDES CGS sub-crédito C (o) TJLP - - - 172

BNDES CGS sub-crédito D (o) TJLP 1.42% - - 325

Management Proposal Annual and Extraordinary General Meetings 2020

Average annual December 31, December 31, December 31, interest rate (in thousands of R$, except %) Index 2019 2018 2017 December 31. Consolidated Consolidated Consolidated 2019

Cia Real de Distribuição (p) - - 53 53 53

Funding costs - - -6,979 -6,384 -5,087 Current 295,688 190,591 257,539

Non-current

Santander BHS Exp, V (a) TR 8.70% - - 11,886

Santander Multiplan Greenfield IV (b) CDI + 0.85% 108,695 127,375 139,659

Santander Multiplan Greenfield II (b) CDI + 0.85% 105,738 123,909 135,859

Itaú São Caetano (c) TR 7.40% 48,848 59,316 70,027

Itaú VillageMall (d) TR 7.40% 131,632 158,404 185,823

Itaú CCB 325 (f) % do CDI 108.00% - - 25,000

Banco do Brasil CCB 175 (g) % do CDI 110.00% 44,545 77,955 100,227

Banco do Brasil CCB 50 (h) % do CDI 110.00% 20,000 35,000 45,000

Banco do Brasil CCB 150 (i) % do CDI 110.00% 60,000 105,000 135,000

Banco do Brasil BarraShopping VII (j) TR 7.60% 40,365 51,630 63,130

Bradesco CCB 300 (k) CDI + 1.00% 200,000 300,000 300,000

Bradesco Canoas (l) TR 7.50% 295,083 313,813 305,454

Bradesco MTE JPA SWAP (m) TR 5.15% 335,748 - -

Cia Real de distribuição (p) - - 245 297 351

Funding costs - - -28,952 -23,760 -32,008 Non-current 1,361,947 1,328,939 1,485,408 Total 1,657,635 1,519,530 1,742,947

(a) On November 19, 2009, the Company entered into a loan agreement with Banco ABN AMRO Real S.A., later merged by Banco Santander, for expansion of the area of BH Shopping, totaling R$102,400. The corresponding charges included TR plus 10% per year, and repayment in 105 monthly consecutive installments beginning December 15, 2010. The loan is guaranteed by chattel mortgage of 35.31% of the property being financed, resulting in a valuation of R$153,599 (on the date of execution of the agreement) for the portion assigned as guarantee, and amounts referring to receivables from lease and assignment of the rights over the property being financed to which the Company is entitled were assigned in trust, which should correspond, at least, to 120% of one monthly installment until the total settlement of the debt. On August 28, 2013 the first amendment to the financing agreement was signed, bringing the following changes: (i) the total bank debt/EBITDA covenant of less than or equal to 4 times to "net bank debt"/EBITDA of less than or equal to 4 times, (ii) the transaction rate of TR + 10% p.a. to TR + 8.70% p.a. On September 16, 2019, this financing was fully settled.

Financial Covenants of the contract:

Total debt/Equity of less than or equal to 1;

Net bank debt/EBITDA of less than or equal to 4 x.

EBITDA used for calculation of the financial covenants follows the definitions established in the loan agreements.

(b) On August 7, 2013, the subsidiaries Multiplan Greenfield II Empreendimento Imobiliário Ltda.

Management Proposal Annual and Extraordinary General Meetings 2020

and Multiplan Greenfield IV Empreendimento Imobiliário Ltda. entered into a financing agreement with Banco Santander S.A. for construction of the Morumbi Corporate project located in São Paulo. The amount raised totaled R$400,000, and each company became individually responsible for its stake in the project, i.e., 49.3104% for Multiplan Greenfiled II and 50.6896% for Multiplan Greenfiled IV. The financing was subject to charges of 8.70% per year plus TR, with repayment in 141 monthly installments beginning November 15, 2013. The total financing amount had been released at December 31, 2015. The loan is guaranteed by chattel mortgage of the portion of 0.4604509 of property being financed, represented by a certain number of autonomous units, and amounts referring to receivables from lease of the property being financed to which the Company is entitled were assigned in trust, which should correspond, at least, to 120% of one monthly installment until the total settlement of the debt. In addition to these guarantees, the parent company Multiplan Empreendimentos Imobiliários stood as guarantor for its subsidiaries. On October 16, 2019, the 1st amendment to the financing agreement was signed, amending: (i) the operation rate from TR + 8.70% p.a. to CDI + 0.85% p.a. This agreement does not provide for financial covenants.

(c) On August 10, 2010, the Company carried out a Bank Credit Bill operation for the construction of ParkShopping São Caetano, totaling R$140,000, with Banco Itaú BBA S.A. This financing was subject to TR plus 9.75% per year, with repayment in 99 monthly consecutive installments, beginning June 15, 2012. The total financing amount had been released at December 31, 2015. As guarantee for the loan, the amounts referring to receivables from lease and assignment of the right to use the stores of the project being financed were assigned in trust, which should correspond, at least, to 120% of one monthly installment, from the project launch to the total settlement of the debt. On September 30, 2013 the first amendment to the financing agreement was signed, bringing the following changes: (i) the agreement rate of TR + 9.75% p.a. to TR + 9.35% p.a.; and (ii) the final repayment deadline from August 15, 2020 to August 15, 2025. On August 29, 2019, the 2nd amendment to the financing agreement was signed, reducing the contract rate to predetermined levels that vary according to the Selic primary interest rate, according to the table below:

Intervals Contract Fee

If Selic is ≤ 6.5% TR + 7.40% If Selic is between >6.5% and <7.25%> TR + 7.90% If Selic is between ≥7.25% and ≤8.25% TR + 8.60% If Selic is > 8.25%> TR + 9.00%

(d) On November 30, 2010, the Company carried out a Bank Credit Bill operation for the construction of Shopping Village Mall, totaling R$270,000, with Banco Itaú BBA S.A. This financing was subject to TR plus 9.75% per year, with repayment in 114 monthly consecutive installments, beginning March 15, 2013. The total financing amount had been released at December 31, 2015, including the additional amount of R$50,000, raised under an addendum dated July 4, 2012. As guarantee for the loan, the Company pledged the land and all the access, constructions, facilities and improvements existing therein or that may be added thereto, valued at that time at R$370,000. Additionally, the amounts referring to receivables from lease and assignment of the right to use the stores of the project being financed were assigned in trust, which should correspond, at least, to 100% of one monthly installment, from January 2015 to the total settlement of the debt. On July 4, 2012, the Company signed an addendum to the bank credit bill for construction of Shopping VillageMall, which changed the following: (i) the total

Management Proposal Annual and Extraordinary General Meetings 2020

amount contracted from R$270,000 to R$320,000, (ii) The covenant of net debt to EBITDA from 3.0x to 3.25x, and (iii) The starting date for checking the restricted account from January 30, 2015 to January 30, 2017. On September 30, 2013, the 2nd amendment to the financing agreement was executed, amending: (i) the contract’s adjustment rate from Referential Rate (TR) + 9.75% per annum to TR + 9.35% per annum, (ii) the final amortization deadline from November 15, 2022 to November 15, 2025, and (iii) the net debt/EBITDA covenant from 3.25 times to 4.0 times. On August 29, 2019, the 2nd amendment to the financing agreement was signed, reducing the contract rate to predetermined levels that vary according to the Selic rate, per the table below:

Intervals Contract Fee

If Selic is ≤ 6.5% TR + 7.40% If Selic is between >6.5% and <7.25%> TR + 7.90% If Selic is between ≥7.25% and ≤8.25% TR + 8.60% If Selic is > 8.25%> TR + 9.00%

All other clauses from the original agreement remained unchanged. Financial Covenants of the contract: - Net debt/EBITDA of less than or equal to 4.0x; - EBITDA/Net finance costs higher than or equal to 2x.

EBITDA used for calculation of the financial covenants follows the definitions established in the loan agreements.

(e) August 6, 2012, the Company contracted eight credit notes (CCB), with Banco Itaú BBA, in the total amount of R$100,000 in order to consolidate its cash position. No guarantee was given for such instruments. The interest was paid semiannually and the principal would be payable in one installment, on August 9, 2016. On October 20, 2015, the Company signed an addendum with the Bank, changing the maturity to September 15, 2018 and the rate to 108.50% of CDI. The bank credit bills were fully settled on their maturity dates.

Financial Covenants of this contract:

- Net debt / EBITDA smaller than or equal to 4.0 x

- EBITDA / Net financial expense >= 2 x

The EBITDA used to calculate the financial covenants follows the definitions set forth in the loan agreements.

(f) On September 19, 2016, the Company signed 13 Bank Credits Bills (CCB), with Banco Itaú BBA, in the total amount of R$325,000 in order to consolidate its cash position. No guarantee was given for such instruments. The interest is payable semiannually and the principal in one installment, on September 19, 2019. On June 16, 2017, the Company settled in advance the amount of R$300,000 and the corresponding interest so that only one of the CCBs in the amount of R$25,000 remained outstanding. This settlement was made on the contract curve, without penalties, as provided for in the transaction instruments. On September 19, 2019 this CCB was fully settled.

Management Proposal Annual and Extraordinary General Meetings 2020

Amount Start Date Final Date Interest rates Status (in thousands of R$)

09/19/2016 06/16/2017 300,000 108.0% CDI Settled

09/19/2016 09/19/2019 25,000 108.0% CDI Settled

(g) On January 19, 2012, the Company signed into a bank credit bill with Banco do Brasil in the total amount of R$175.0 million, in order to consolidate its cash position. No guarantee was given for such instrument. On December 8, 2015, an addendum to the CCB was signed whereby the maturity date of the principal debt and the financial covenants were renegotiated. The new maturity dates are shown below. Interest will be paid quarterly and principal as follows:

Amount Start date End date Interest rates Status (in thousands of R$)

01/19/2012 01/12/2014 31,818 110.0% CDI Settled

01/19/2012 01/12/2015 31,818 110.0% CDI Settled

01/19/2012 01/12/2017 5,568 110.0% CDI Settled

01/19/2012 01/12/2018 5,568 110.0% CDI Settled

01/19/2012 01/12/2019 22,273 110.0% CDI Settled

01/19/2012 01/12/2020 33,409 110.0% CDI To fall due

01/19/2012 01/12/2021 44,545 110.0% CDI To fall due

Financial Covenants of the contract:

- Net debt/EBITDA of less than or equal to 4.0x;

- EBITDA used for calculation of the financial covenants follows the definitions established in the loan agreements.

(h) On October 31, 2012, the Company signed a bank credit note (CCB) with Banco do Brasil S/A, in the total amount of R$50.0 million, in order to consolidate its cash position. No guarantee was given for such instrument. Interest will be paid quarterly and principal in one installment, on October 30, 2017. On December 8, 2015, an addendum to the CCB was signed, whereby the principal debt maturity was renegotiated. The new maturity dates are shown below. Interest will be paid quarterly and principal as follows:

Amount Start date End date Interest rates Status (in thousands of R$)

10/31/2012 01/12/2017 2,500 110.0% CDI Settled

10/31/2012 01/12/2018 2,500 110.0% CDI Settled

10/31/2012 01/12/2019 10,000 110.0% CDI Settled

10/31/2012 01/12/2020 15,000 110.0% CDI To fall due

10/31/2012 01/12/2021 20,000 110.0% CDI To fall due Financial Covenants of the contract:

- Net debt/EBITDA of less than or equal to 4.0x;

Management Proposal Annual and Extraordinary General Meetings 2020

- EBITDA used for calculation of the financial covenants follows the definitions established in the loan agreements.

(i) On December 23, 2015, the Company signed a bank credit bill (CCB) with Banco do Brasil S/A, in total amount of R$150.0 million, in order to consolidate its cash position. No guarantee was given for such instrument. Interest will be paid on a quarterly basis and principal according to the maturities below. Interest is payable on a quarterly basis.

Amount Start date End date Interest rates Status (in thousands of R$)

10/31/2015 01/12/2017 7,500 110.0% CDI Settled

10/31/2015 01/12/2018 7,500 110.0% CDI Settled

10/31/2015 01/12/2019 30,000 110.0% CDI Settled

10/31/2015 01/12/2020 45,000 110.0% CDI To fall due

10/31/2015 01/12/2021 60,000 110.0% CDI To fall due

Financial Covenants of the contract:

- Net debt/EBITDA of less than or equal to 4.0x;

- EBITDA used for calculation of the financial covenants follows the definitions established in the loan agreements.

(j) On October 16, 2014, the Company entered into a credit facility agreement with Banco do Brasil S/A for construction of the seventh expansion of BarraShopping, located in the city of Rio de Janeiro, which was completed in 2014. The total amount contracted was R$100.0 million. This financing bears interest of 8.90% p.a., plus the Reference Rate (TR), with repayment in 108 monthly installments beginning August 15, 2015. As guarantee for the loan, a Bank Deposit Certificate (CDB) corresponding to 120% of the amount of a monthly installment was assigned in trust, until the full settlement of the debt. On October 20, 2019, the 1st amendment to the financing agreement was signed, amending: (i) the operation rate from TR + 8.90% p.a. to CDI + 7.60% p.a.

Financial Covenants of the contract:

- Net debt/EBITDA of less than or equal to 4.0x;

EBITDA used for calculation of the financial covenants follows the definitions established in the loan agreements.

(k) On December 11, 2012, the Company signed a bank credit note with Banco Bradesco S/A in the total amount of R$300.0 million, in order to consolidate its cash position. No guarantee was given for such instrument. On July 31, 2017, an addendum to the agreement was executed, extending the terms of payment of the principal as per the table below. The interest rates were remain payable on a half-yearly basis.

Amount Start date End date Interest rates Status (in thousands of R$)

12/11/2012 11/09/2020 100,000 CDI + 1,0% p.a. To fall due

Management Proposal Annual and Extraordinary General Meetings 2020

12/11/2012 11/09/2021 200,000 CDI + 1,0% p.a. To fall due

There are no financial covenants for this contract.

(l) On May 25, 2015, the subsidiary ParkShopping Canoas Ltda entered into a credit facility agreement with Banco Bradesco S.A., collateralized by a mortgage, for construction of the ParkShopping Canoas project in the city of Canoas, state of Rio Grande do Sul. The total amount contracted was R$280.0 million and this financing bears interest of 9.25% p.a., plus the Reference Rate (TR), payable in 144 monthly installments beginning April 25, 2019. As guarantee for the loan, the subsidiary provided a mortgage on 80% of the property for which the financing was obtained, and assigned 80% of the receivables from lease of this property in trust, which should correspond to at least 120% of the amount of one monthly installment until full settlement of the debt. In addition to these guarantees, the parent company Multiplan Empreendimentos Imobiliários stood as guarantor for its subsidiary. On July 24, 2016, the Company signed an addendum to the credit facility agreement collaterized by a mortgage for construction of the ParkShopping Canoas project in the city of Canoas, which sets forth the following: (i) maturity of the first installment on August 25, 2019, (ii) reduction of the term of return to 140 months, (iii) debt maturity on July 27, 2019, and (iv) final term for the construction work on August 25, 2017. On December 27, 2019, a second letter of amendment to the financing agreement was signed amending: (i) the operation rate from TR + 9.25% p.a. to TR + 7.50% p.a.

(m) On September 19, 2019, the Company signed with Banco Bradesco S.A. a private mortgage- backed credit facility for the construction of the ParkJacarepaguá project located in the city of Rio de Janeiro. The total amount contracted was R$350.0 million and the charges levied on this financing will be TR+5,15% per year during the first 15 months and, after this period, 105.85% of the CDI until the final term of the operation. For the first 15 months, a financial instrument (swap) was contracted, changing the revision to TR+5.15% per year provided for in the contract to 105.85% of the CDI. During the first 15 months there will be a grace period on principal and interest. After this period, in the following twelve months there will still be a grace period on principal with normal payment of interest. The debt repayment period will begin on January 10, 2022, through 166 monthly amortization installments plus interest. As collateral for the loan, the ParkJacarepaguá Empreendimento Imobiliário Ltda. subsidiary mortgaged the 91% fraction of the property that was the object of the financing, and constituted a fiduciary assignment of 91% of the receivables from the lease agreements of the financed property, which should represent a minimum movement of 100% of the value of a monthly installment until the total settlement of the debt. The release of the first loan installment occurred on October 21, 2019.

(n) On June 6, 2011, the Company entered into loan agreement 11.2.0365.1 with the Brazilian Development Bank (BNDES) to finance the construction of the Jundiaí Shopping mall. The aforementioned loan was subdivided as follows: R$117.6 million referring to tranche “A”, R$5.3 million to tranche “B” and R$1.2 million to tranche "C". Tranche “A” had long-term interest of 2.38% (TJLP) plus 1.00% p.a., tranche “B”, which will be used to purchase machinery and equipment, had TJLP plus 1.48% p.a., and tranche “C”, which will be used to invest in social projects in the municipality of Jundiaí, had TJLP without spread. All tranches were repaid in 60 consecutive monthly installments, beginning July 15, 2013. No guarantee was granted for this instrument. On June 15, 2018, the Company settled the last installment of this financing arrangement.

Financial Covenants of this contract:

Management Proposal Annual and Extraordinary General Meetings 2020

- Total debt / Total assets lower than or equal to 0.50

- EBITDA margin higher than or equal to 20%

(o) On October 4, 2011, the Company entered into financing agreement 11.2.0725.1 with the Brazilian Development Bank (BNDES) to finance the construction of ParkShopping Campo Grande. The aforementioned loan was subdivided as follows: R$77,567 referring to tranche “A”, R$19,392 to tranche “B”, R$1,000 to tranche "C", and R$1,891 to tranche “D”. Tranche “A” had interest of 2.32% p.a. above the Long-Term Interest Rate (TJLP), plus interest of 1% p.a. Tranche “B” had interest of 2.32% p.a. above the reference rate disclosed by BNDES based on the rate of return of NTN-B. Tranche “C”, which will be used to invest in social projects in the municipality of Rio de Janeiro, had TJLP. Tranche “D”, which will be used to purchase machinery and equipment, had interest of 1.42% p.a. above the TJLP. Tranches "A", "C" and "D" were repaid in 60 monthly consecutive installments, beginning November 15, 2013, and tranche "B" was repaid in 5 annual consecutive installments, beginning October 15, 2014. No guarantee was granted for this instrument. On October 15, 2018, the Company settled the last installment of this financing arrangement.

Financial Covenants of the contract:

- Total debt / Total assets lower than or equal to 0.50

- EBITDA margin higher than or equal to 20%.

(p) The balance payable to Companhia Real de Distribuição results from the loan with the acquired controlled company MultiShopping to enable the start of the construction works of BarraShopping Sul, to be settled in 516 monthly installments in the amount of R$4 thousand from the date of inauguration of the hypermarket, in November 1998, without accrual of interest or monetary indexation.

The loans and financings and the long-term funding costs fall due as follows:

December 31, 2019 December 31, 2018 December 31, 2017 (in thousands of R$, except %) Consolidated Consolidated Consolidated

Loans and financings

2019 - - 200,648

2020 - 297,548 310,171

2021 433,217 433,217 441,307

2022 onward 957,681 621,934 565,290

Subtotal – Loans and financings 1,390,898 1,352,699 1,517,416

Funding costs

2019 - - (4,880)

2020 - (6,212) (6,777)

2021 (6,843) (6,074) (8,778)

2022 onward (22,108) (11,474) (11,573)

Subtotal – Funding cost (28,951) (23,760) (32,008)

TOTAL 1,361,947 1,328,939 1,485,408

Management Proposal Annual and Extraordinary General Meetings 2020

The Officers clarify that, on December 31, 2019, December 31, 2018 and December 31, 2017, the Company complied with all the restrictive clauses of the loan and financing agreements in force, as follows:

Financial covenant

Santander Indices: BHS Exp. V (a)

- Total debt / shareholders’ equity lower than or equal to 1.0 x

- Net bank debt / EBITDA lower than or equal to 4.0 x

Itaú Unibanco indices: VillageMall (d), CCB 100 (e) e CCB 325 (f)

- Net debt / EBITDA lower than or equal to 4.0 x

- EBITDA / net financial expense higher than or equal to 2.0 x

Banco do Brasil Indices: CCB 175 (g), CCB 50 (h), CCB 150 (i) and BarraShopping VII (j)

- Net debt / EBITDA lower than or equal to 4.0 x

BNDES Indices: Jundiaí Shopping 2011 (n) and ParkShopping Campo Grande 2011 (o)

- Total debt / total assets less than or equal to 0.50 x

- EBITDA margin higher than or equal to 20%

Debentures

3rd issue for primary public distribution offering of debentures

On August 29, 2014, the Company executed the Private Instrument of Public Indenture of Simple Debentures, Not Convertible into Shares, of the Unsecured Type, of the 3rd Issue of Multiplan Empreendimentos Imobiliários S.A., as amended on September 25, 2014. 40,000 simple debentures, not convertible into shares, of the book type and registered form, of the unsecured type, were issued, in a single series, for public distribution with restricted efforts, in the regime of firm guarantee, at par value of R$10 thousand, with total value of R$400.0 million. The transaction will be repaid in two annual and successive installments, on October 15, 2019 and October 15, 2020, and shall be paid with semiannual interest. The remuneration of the debentures was defined by bookbuilding procedure, the remuneration interest corresponding to 100% of the accumulated variation of the average daily rates of DI plus, exponentially, spread or surcharge equivalent to 0.87% per annum. The total estimated cost from the funding was R$1.8 million. The net funds obtained by the Company from the issue of the debentures were fully used (i) for early redemption of all the simple debentures, not convertible into shares, of the unsecured type, in single series, from the 2nd issue of the Company, and (ii) the balance, for payment of general expenses and short and long term debts and/or reinforcement in the working capital of the Company and/or of its controlled companies. The financial covenants of the debentures are as follows: (i) net debt / EBITDA lower than or equal to 4.0; (ii) EBITDA / net financial expense higher than or equal to 2.0.

We related the events incurred of payment of interest: (i) On April 15, 2015 an installment was paid in the amount of R$24.5 million, (ii) on October 15, 2015, a installment was paid in the amount of R$28.3 million, (iii) on April 15, 2016, an installment was paid in the amount of R$28.9 million (iv) on October 17, 2016 an installment was paid in the amount of R$29.4 million, (v) on April 17, 2017, an installment of interest was paid of R$27.0 million, (vi) on October 16, 2017, an interest installment was paid of R$20.7 million, (vii) on April 16, 2018 an installment was paid in the amount of R$15.1 million and (viii)

Management Proposal Annual and Extraordinary General Meetings 2020

on October 15, 2018 an installment was paid in the amount of R$ 14.4 million, (ix) on April 15, 2019 an installment of R$14.2 million was settled, and (x) on October 15, 2019 an installment of R$14.1 million was settled.

The principal amount of R$200.0 million was paid on October 15, 2019.

On December 31, 2019, the Company complied with all the restrictive clauses pre-established in the indenture.

The EBITDA used for calculation of the financial covenants follows the definitions set forth in the indenture.

Any alteration or new covenanting in the clauses or conditions set forth in said Indenture shall be approved by the debenture holders, in compliance with the rules and quorums established in the same.

4th issue for private distribution of debentures for investment and issue of CRI

On December 13, 2016, the Company made the 4th issue for private distribution of debentures, in the amount of R$300.0 million. 300,000 simple debentures, not convertible into shares, were issued of the book type and in registered form, of the type with secured guarantee, in single series. The 4th issue debentures were subscribed and paid up on December 29, 2016 by the subsidiary Multiplan Greenfield XII Empreendimentos Imobiliários Ltda. for the par value of issue. The subsidiary Multiplan Greenfield XII, in turn, issued a real estate credit note and assigned in full the real estate credits to Cibrasec (Securitization Company) which made the public distribution, in the firm guarantee regime, at par value per unit of R$1,000. The transaction will be repaid in a single installment at the end of the sixth year and semiannual interest shall be paid. The final price of issue was established on December 8, 2016 by the bookbuilding procedure, and remuneration interest corresponding to 95% of the accumulated variation of the daily rates of the DI was defined. The total estimated cost with the funding was R$10.4 million. The net funds obtained by the Company with the issue shall be fully used directly or through its Controlled Companies, by the due date of the Debentures, for acquisition and/or construction and/or expansion, and/or revitalization, and/or development of the following shopping malls and/or real estate projects, as described in the Debentures Indenture: Park Jacarepaguá, BarraShopping, VillageMall, Village Corporate, RibeirãoShopping, Pátio Savassi and Residencial Porto Alegre.

Fiduciary assignment of the ideal fraction of 39.77% of registration 37.850 of the Real Estate Register of the 5th zone of Porto Alegre was defined. The registration covers sub-condominium BarraShoppingSul. No other guarantees were constituted for this transaction nor financial covenants established.

We list the events incurred of payment of interest: (i) on June 13, 2017, an installment was paid in the amount of R$15.2 million, (ii) on December 13, 2017, an installment was paid in the amount of R$12.1 million, (iii) on June 13, 2018 an installment was paid in the amount of R$9.0 million and (iv) on December 13, 2018 an installment of R$9.0 million was settled, (v) on June 13, 2019 an installment of R$8.8 million was settled and (vi) on December 13, 2019 an installment of R$8.2 million was settled.

On December 31, 2019, the Company was complying with all the restrictive clauses pre-established in the indenture.

Any alteration or new covenanting in the clauses and conditions set forth in said Indenture shall be approved by the debenture holders, observing the rules and quorum established in the same.

5th issue for primary private distribution of debentures for investment and issue of CRI

On June 6, 2017, the Company made the 5th issue for primary distribution of debentures, in the amount of R$300.0 million. 300,000 simple debentures, not convertible into shares, of the book type and in

Management Proposal Annual and Extraordinary General Meetings 2020

registered form, of the type with secured guarantee, in single series, were issued. The 5th issue debentures were subscribed and paid up on June 14, 2017 by the subsidiary Multiplan Greenfield XII for the par value of issue. The subsidiary Multiplan Greenfield XII, in turn, issued a Real Estate Credit Note, and assigned in full the real estate credits to Cibrasec (Securitization Company) which made the public distribution, in the firm guarantee regime, at par value of R$1,000. The transaction will be amortized at the end of the 6th year with payment of semiannual interest. The final price of issue was established on June 2, 2017 by bookbuilding procedure, and semiannual interest corresponding to 95% of the accumulated variation of the average daily rates of DI was defined. The total estimated cost with the funding was R$5.9 million.

The funds obtained by the Company with the Issue shall be fully used directly or through its Controlled Companies, by the due date, for acquisition, and/or construction, and/or expansion, and/or revitalization, and/or development of the following shopping malls and/or real estate projects, as described in the Indenture of Debentures: Park Jacarepaguá, BarraShopping, VillageMall, Village Corporate, ParkShoppingBarigüi, ParkShoppingCanoas, DiamondMall and MorumbiShopping.

Fiduciary assignment of the ideal fraction of 39.77% of registration 37,850 of the Real Estate Register of the 5th zone of Porto Alegre, was constituted. The registration covers sub-condominium BarraShoppingSul. No other guarantees or financial covenants were constituted or established for this transaction.

We list the events incurred of payment of interest: (i) on December 12, 2017 an installment was paid in the amount of R$12.1 million, (ii) on June 12, 2018, an installment was paid in the amount of R$9.0 million; (iii) on February 12, 2018 an installment was paid in the amount of R$9.0 million, (iv) on June 12, 2019 an installment of R$8.8 million was settled and (iv) on December 12, 2019 an installment of R$8.2 million was settled.

On December 31, 2019, the Company was complying with all the restrictive clauses pre-established in the indenture.

Any alteration or new covenant in the clauses and conditions set forth in said Indenture shall be approved by debenture holders, observing the rules and quorum established in the same.

6th issue for primary public distribution of debentures

On May 10, the Company held the 6th issue for primary public distribution of debentures, in the amount of R$300.0 million. 30,000 simple debentures, not converted into shares, of the book type and in registered form, of the unsecured type, in single series, were issued, for public distribution with restricted efforts, in the firm guarantee regime, at unit par value of R$10,000.The transaction will be repaid at once at the end of the sixth year with payment of semiannual interest. The final price of issue was established on May 30, 2018 by bookbuilding procedure and remuneration interest corresponding to 107.25% of the accumulated variation of the average daily rates of DI was defined. The total estimated cost with the funding was R$1.5 million.

The funds obtained by the Company with the Issue are fully used to pay general expenses and short and long term debts and/or reinforcement of working capital of the Company and/or its Controlled Companies.

The financial covenants of these debentures are as follows: (i) net debt / EBITDA of less than or equal to 4.0; (ii) EBITDA / net financial expense incurred higher than or equal to 2.0.

We list the events incurred with payment of interest: (i) on November 12, 2018 a portion was paid in the amount of R$8.8 million, (ii) on May 10, 2019 an installment of R$9.8 million was settled, and (iii) on November 11, 2019 an installment of R$9.7 million was settled.

Management Proposal Annual and Extraordinary General Meetings 2020

On December 31, 2019, the Company was complying with all the restrictive clauses pre-established in the indenture.

Any alteration of new covenanting in the clauses or conditions set forth in said Deed of Issue shall be approved by the debenture holders, observing the rules and quorums established in the same.

7th issue for primary public distribution offering of debentures

On April 25, 2019, the Company issued the 7th primary public distribution of debentures, in the amount of R$350.0 million. A total of 35,000 simple debentures, not convertible into shares, of the book type and in registered form, of the unsecured type, in a single series were issued for public distribution with restricted efforts, under a firm guarantee regime, at par value of R$10,000. The transaction will have two amortizations equal to the end of the sixth and seventh year with semi-annual interest payments. The final issue price was fixed on May 8, 2019 through a bookbuilding procedure, with remuneration interest corresponding to 106.00% of the accumulated variation of the average daily rates of the DI. The total funding cost was R$1.2 million.

The net funds obtained by the Company from the Issue will be fully used for: (i) investments in new ventures and the expansion of existing ventures, (ii) the acquisition of minority interests, and (iii) payments of general expenses and short- and long-term debts and/or reinforcement of the Company's and/or its subsidiaries' working capital.

The financial covenants of these debentures are as follows: (i) net debt/EBITDA less than or equal to 4.0; (ii) EBITDA/net financial expense greater than or equal to 2.0.

We list the events incurred of payment of interest: (i) On October 25, 2019, an installment of R$10.3 million was paid.

On December 31, 2019, the Company complied with all the restrictive clauses established in the indenture.

Obligations per acquisition of property (Consolidated)

December 31, 2019 December 31, 2018 December 31, 2017 (in thousands of R$, except %) Consolidated Consolidated Consolidated

Current

Plot of land Jacarepaguá (a) - - 7,233

Plot of land annex Jacarepaguá (b) - 4,100 -

Constructive Potential Barra (c) - - 4,743

PKB’s share (d) - 4,095 47,476

Jockey (e) 4,997 5,198 -

Usiminas (f) 30,489 - -

Others 269 269 269

Subtotal – Current 35,755 13,662 59,721

Non-current

PKB’s share (d) - - 3,956

Jockey (e) 4,738 9,044 -

Subtotal – Non-current 4,738 9,044 3,956

Management Proposal Annual and Extraordinary General Meetings 2020

TOTAL 40,493 22,706 63,677

(a) On July 8, 2015, the final deed of purchase of land was executed, ratifying all the terms of the purchase and sale agreement. Through the Deed of Purchase and Sale executed on May 29, 2015, the Company, through its subsidiary ParkShopping Jacarepaguá Ltda., agreed to acquire from CCISA05 Incorporadora LTDA, 91% of a plot of land of 94,936.02 m², located in the municipality of Rio de Janeiro, for R$96.8 million. Such amount will be settled as follows: (i) R$34.1 million by assuming the obligation to build a shopping mall in that location (which will include the 9% fraction retained by the land seller) and (ii) R$62.7 million in cash. The cash portion, in turn, was settled as follows: (i) R$20.3 million was paid upon execution of the deed; (ii) R$32.1 million in 40 consecutive monthly installments, the first of which totaling R$0.8 million and falling due 30 days from the date of execution of the deed, and the remaining installments on the same day of the subsequent months. This repayment was fully settled with payment of the last installment on 09/28/2018; and (iii) R$10.2 million within 180 days from the Indenture date. Items (ii) and (iii) above are subject to restatement from the Indenture date to the payment date, based on variation of the CDI rate (100%).

(b) Through the Deed of Purchase and Sale executed on April 13, 2018, the Company, through subsidiary ParkShopping Jacarepaguá Ltda., agreed to acquire from CCISA05 Incorporadora Ltda., 91% of the plot of land of 56,029.40 m², located in the municipality of Rio de Janeiro, for R$16.4 million. That amount will be settled as follows: (i) down payment of R$1.4 million payable within five days of execution of the deed and (ii) R$15.0 million in 11 consecutive monthly installments, the first one amounting to R$1.4 million to be paid in 30 days after the down payment, and the remaining installments on the same day of the subsequent months. Item (ii) above will bear interest, calculated from the date of execution of the deed until the due dates, based on variation of the CDI rate (100%). The amount was fully settled on March 20, 2019..

(c) Through the public instrument of assignment of the constructive potential transferable executed on April 06, 2015, the Company, through its subsidiary Multiplan Greenfield III Empreendimento Imobiliário Ltda., acquired 12,000 m² of constructive potential from J.J.Coimbra Participações Ltda. for R$65.4 million. This amount will be repaid as follows:(i) R$22.9 million were liquidated on the date of execution and (ii) R$42.5 million in 36 monthly and successive installments of R$1.2 million, remunerated by the CDI rate from the date of execution until the effective date of liquidation of each installment. The amount was fully settled on January 11, 2019.

(d) Through the private instrument of promise of purchase and sale executed on January 11, 2017, the Company, through its subsidiary Multiplan Greenfield XI Empreendimento Imobiliário Ltda., acquired the fraction of 9,333% of ParkShoppingBarigüi held by the seller Invest Bens Administradora de Bens S/A, for the established and agreed price of R$91.0 million, paid in 24 monthly and consecutive instalments, the first falling due after 30 days from execution of said instrument. Interest shall accrue on the installments calculated by the variation of the CDI rates (100%).

(e) Through the Deed of Purchase and Sale and the Deed of Novation, Debt Confession with Promise of Giving in Payment and other Covenants, signed on 11/09/2016, and subsequent amendments, the Company, through its subsidiaries Multiplan Golden I Empreendimento Imobiliário Ltda, Multiplan Golden V Empreendimento Imobiliário Ltda, Multiplan Golden VI Empreendimento Imobiliário Ltda, Multiplan Golden VII Empreendimento Imobiliário Ltda, Multiplan Golden VIII Empreendimento Imobiliário Ltda, Multiplan Golden IX Empreendimento Imobiliário Ltda, Multiplan Golden X Empreendimento Imobiliário Ltda, Multiplan Golden XI Empreendimento Imobiliário Ltda, Multiplan Golden XII Empreendimento Imobiliário Ltda,

Management Proposal Annual and Extraordinary General Meetings 2020

Multiplan Golden XIII Empreendimento Imobiliário Ltda, Multiplan Golden XIV Empreendimento Imobiliário Ltda, Multiplan Golden XV Empreendimento Imobiliário Ltda, Multiplan Golden XVI Empreendimento Imobiliário Ltda, Multiplan Golden XVII Empreendimento Imobiliário Ltda and Multiplan Golden XVIII Empreendimento Imobiliário Ltda, acquired from Jockey Club do Rio Grande do Sul (“Jockey”), an area of lands, located in Porto Alegre/RS, for the price of R$164.6 million, through the delivery of five (05) “pro soluto” promissory notes in the amounts of R$89.9 million, R$20.0 million, R$28.2 million, R$3.0 million and R$23.6 million. Said promissory notes were substituted by the following obligations: (i) R$89.9 million upon the giving in payment of the entire commercial undertaking to be built with approximate area of 13,723.93 m² in said plot of land; (ii) R$20.0 million upon the obligation to build the new structure of bays of Vila Hípica in the real property owned by Jockey; (iii) R$27.9 million, already paid in cash; (iv) R$3.0 million also already settled in cash; and (v) R$23.6 million, in the monthly value of R$0.4 million. This value will be restated annually, based on May 2016, by the variation of the General Market Price Index of Fundação Getúlio Vargas ["Indice Geral de Preços do Mercado" - IGP-M/ FGV].

(f) Through a publicly registered purchase/sales agreement signed on April 11, 2019, the Company acquired the 20.00% fraction of BH Shopping held by the seller Pension Plan Usiminas, for the fair and adjusted price of R$360.0 million. The payment was agreed as follows: (i) R$330.0 million in the act carried out on April 11, 2019; and (ii) R$30.0 million in a single installment to be settled by April 11, 2020. The remaining debit balance will be corrected by the positive variation of the National Broad Consumer Price Index (IPCA), disclosed by the IBGE, until the date of its settlement.

The obligations and acquisitions of long term property fall due as follows:

December 31, 2019 December 31, 2018 December 31, 2017 (in thousands of R$, except %) Consolidated Consolidated Consolidated

2019 - - 3,956

2020 - 4,642 -

2021 onward 4,738 4,402

TOTAL 4,738 9,044 3,956

(ii) Other long term relationships with financial institutions

The Officers clarify that there are no long-term relationships between the Company and its controlled companies with financial institutions, in addition to those already described in item 10.1(f)(i) above.

(iii) degree of subordination among the debts

The Officers clarify that the indebtedness of the Company in the fiscal years on December 31, 2019, 2018 and 2017 relies on the guarantees described in item 10.1(f)(i) above. The segregation of the amounts of the Company’s debt according to the nature of the debt is as follows:

December 31, 2019 December 31, 2018 December 31, 2017

Consolidated Consolidated Consolidated Type

(in thousands of R$)

In rem Guarantee 1,799,914 1,527,601 1,590,726

Management Proposal Annual and Extraordinary General Meetings 2020

Unsecured 2,185,834 1,995,470 1,853,363

TOTAL 3,985,748 3,523,071 3,444,089

There is no degree of subordination among the Company’s debts, in addition to the preferences and prerogatives set forth in the law, such as those applicable to the debts which have an in rem guarantee, among them preference to receive over unsecured debts, up to the limit of the value of the property recorded, in the case of eventual composition with creditors.

(iv) eventual restrictions imposed on the Company, especially, related to the limits of indebtedness and contracting of new debts, distribution of dividends, disposal of assets, issuance of new securities and disposal of corporate control, as well as if the issuer has been complying with these restrictions

In some of the financial contracts mentioned in item 10.1(f)(i) above, restrictive clauses (covenants) usually practiced in the market are included. Among them, we highlight: (i) indebtedness limits and contracting of new debts, (ii) restrictions to the payment of dividends above the minimum required by law in default situations, (iii) restrictions to the disposal of substantial assets, (iv) restrictions with respect to the disposal of corporate control, corporate restructuring and material alteration of its corporate purpose, as well as, (v) the obligation to present to the creditors financial statements periodically, (vi) obligation to keep up to date in relation to tax, social security and labor obligations, (vii) obligation to keep in force materially relevant contracts for its operations, (viii) respect the environmental legislation and keep in force the licenses necessary for their operations, (ix) contractual restrictions with respect to the disposal of assets outside the regular course of business, and maintenance of debt service cover ratios.

Additional information on eventual restrictions imposed on the Company is described in the financial agreements mentioned in item 10.1(f)(i) above.

On the date of this report, the Company complied fully with such restrictive clauses.

(g) limits of the financings contracted and percentages already used

Below are tables with the values contracted and the values to withdraw on December 31, 2019, 2018 and 2017:

Values on December 31, 2019

(in thousands of R$, except %) Contracted Withdrawn To withdraw % used

Banco Itaú: ParkShoppingSãoCaetano 140,000 140,000 0 100.0%

Banco Itaú: Village Mall 320,000 320,000 0 100.0%

Santander: Morumbi Corporate 400,000 400,000 0 100.0%

Banco do Brasil: Exp. BarraShopping 100,000 97,000 3,000 97.0%

Bradesco: ParkShoppingCanoas 280,000 266,000 14,000 95.0%

Bradesco: ParkJacarepaguá 350,000 332,500 17,500 95.0%

Values on December 31, 2018

(in thousands of R$, except %) Contracted Withdrawn To withdraw % used

Management Proposal Annual and Extraordinary General Meetings 2020

Banco Real: Expansão BHShopping 102,400 97,280 5,120 95.0%

Banco Itaú: ParkShoppingSãoCaetano 140,000 140,000 0 100.0%

Banco Itaú: Village Mall 320,000 320,000 0 100.0%

Santander: Morumbi Corporate 400,000 400,000 0 100.0%

Banco do Brasil: Exp. BarraShopping 100,000 97,000 3,000 97.0%

Bradesco: ParkShoppingCanoas 280,000 266,000 14,000 95.0%

Values on December 31, 2017

(in thousands of R$, except %) Contracted Withdrawn To withdraw % used

Banco Real: Expansão BHShopping 102,400 97,280 5,120 95.0%

Banco Itaú: ParkShoppingSãoCaetano 140,000 140,000 0 100.0%

Banco Itaú: Village Mall 320,000 320,000 0 100.0%

BNDES: JundiaíShopping 124,129 124,129 0 100.0%

BNDES: ParkShoppingCampoGrande 99,850 99,850 0 100.0%

Santander: Morumbi Corporate 400,000 400,000 0 100.0%

Banco do Brasil: Exp. BarraShopping 100,000 97,000 3,000 97.0%

Bradesco: ParkShoppingCanoas 280,000 266,090 13,910 95.0%

(h) significant alterations in each item of the financial statements:

The tables below present a summary of the Company’s consolidated financial and operating information Company for the periods indicated. The information below must be read and analyzed together with the Company’s consolidated financial statements and respective explanatory notes.

Consolidated Balance Sheet – Fiscal year ended on December 31, 2019, 2018 and 2017

December December December 2019 x 2018 x AV AV AV 31, 2019 31, 2018 31, 2017 2018 2017 (in thousands of reais, except %)

Assets

Current assets

Cash and cash equivalents 36,463 0,4% 38,864 0,4% 39,786 0,5% (6,2%) (2,3%)

Financial investments 871,506 9,1% 816,905 9,2% 856,245 9,9% 6,7% (4,6%)

Accounts receivable 284,116 3,0% 284,310 3,2% 277,047 3,2% (0,1%) 2,6%

Land and properties held for sale 25,737 0,3% 36,415 0,4% 35,959 0,4% (29,3%) 1,3% Accounts receivable from related 15,167 0,16% 12,338 0,14% 3,537 0,04% 22,9% 248,8% parties Taxes and social contributions to 17,917 0,19% 23,081 0,26% 27,281 0,3% (22,4%) (15,4%) compensate Deferred costs 41,741 0,44% 38,924 0,44% 38,384 0,44% 7,2% 1,4%

Others 26,648 0,28% 23,319 0,26% 21,261 0,25% 14,3% 9,7%

Total current assets 1,319,295 13,8% 1,274,156 14,4% 1,299,500 15,0% 3,5% (2,0%)

Non-current assets

Accounts receivable 56,406 0,6% 68,744 0,8% 79,164 0,9% (17,9%) (13,2%)

Management Proposal Annual and Extraordinary General Meetings 2020

December December December 2019 x 2018 x AV AV AV 31, 2019 31, 2018 31, 2017 2018 2017 (in thousands of reais, except %)

Land and properties held for sale 424,052 4,4% 406,768 4,6% 272,880 3,2% 4,2% 49,1% Accounts receivable from related 9,143 0,10% 13,004 0,15% 11,440 0,13% (29,7%) 13,7% parties Judicial deposits 34,848 0,36% 33,407 0,38% 25,755 0,3% 4,3% 29,7% Deferred income tax and social 17,171 0,2% 21,613 0,2% 17,782 0,2% (20,6%) 21,5% contribution Deferred costs 118,606 1,24% 108,621 1,22% 93,766 1,1% 9,2% 15,8%

Others 6,102 0,1% 12,105 0,1% 18,629 0,2% (49,6%) (35,0%)

Investments 176,663 1,8% 139,250 1,6% 129,504 1,5% 26,9% 7,5%

Properties for investment 6,948,372 72,5% 6,361,367 71,7% 6,314,517 73,1% 9,2% 0,7%

Property, plant and equipment 105,651 1,1% 80,584 0,9% 27,573 0,3% 31,1% 192,3%

Intangible assets 360,440 3,8% 355,639 4,0% 353,892 4,1% 1,3% 0,5%

Total non-current assets 8,257,454 86,2% 7,601,102 85,6% 7,344,902 85,0% 8,6% 3,5%

Total assets 9,576,749 100,0% 8,875,258 100,0% 8,644,402 100,0% 7,9% 2,7%

Liabilities

Current liabilities

Loans and financings 295,688 3,1% 190,591 2,1% 257,539 3,0% 55,1% (26,0%)

Accounts payable 193,202 2,0% 120,345 1,4% 102,199 1,2% 60,5% 17,8%

Obligations for acquisition of property 35,755 0,4% 13,662 0,2% 59,721 0,7% 161,7% (77,1%)

Taxes and contributions to collect 26,021 0,3% 28,944 0,3% 38,011 0,4% (10,1%) (23,9%) Interest on shareholders’ equity 148,375 1,5% 129,551 1,5% 206,262 2,4% 14,5% (37,2%) payable Amounts due to Related Parties 109 0,0% 0 0,0% 0 0,0% NA 0,0%

Deferred revenues 18,436 0,2% 18,758 0,2% 22,033 0,3% (1,7%) (14,9%)

Debentures 204,475 2,1% 205,997 2,3% 8,238 0,1% (0,7%) 2400,6%

Others 6,617 0,1% 6,085 0,1% 5,361 0,1% 8,7% 13,5%

Total current liabilities 928,678 9,70% 713,933 8,04% 699,364 8,1% 30,1% 2,1%

Non-current liabilities

Loans and financings 1,361,947 14,2% 1,328,939 15,0% 1,485,408 17,2% 2,5% (10,5%)

Accounts Payble 38,684 0,4% 0 0,0% 0 0,0% NA NA

Obligations for acquisition of property 4,738 0,0% 9,044 0,1% 3,956 0,0% (47,6%) 128,6%

Debentures 1,241,327 13,0% 1,088,205 12,3% 982,528 11,4% 14,1% 10,8%

Provision for risks 11,811 0,1% 12,010 0,1% 12,932 0,1% (1,7%) (7,1%)

Amounts due to Related Parties 2,125 0,0% 0 0,0% 0 0,0% NA NA Deferred income tax and social 209,359 2,2% 208,639 2,4% 181,544 2,1% 0,3% 14,9% contribution Deferred revenues 55,618 0,6% 37,225 0,4% 42,427 0,5% 49,4% (12,3%)

Advances from customers 89,861 0,9% 88,399 1,0% 0 0,0% 1,7% NA

Phantom Stock Options 41,600 0,4% 36,677 0,4% 35,930 0,4% 13,4% 2,1%

Total non-current liabilities 3,057,070 31,9% 2,809,138 31,7% 2,744,725 31,8% 8,8% 2,3%

Shareholders’ equity

Capital stock 2,988,062 31,2% 2,988,062 33,7% 2,988,062 34,6% 0,0% 0,0%

Expenses with issue of shares (43,548) (0,5%) (43,548) (0,5%) (43,548) (0,5%) NA NA

Management Proposal Annual and Extraordinary General Meetings 2020

December December December 2019 x 2018 x AV AV AV 31, 2019 31, 2018 31, 2017 2018 2017 (in thousands of reais, except %)

Capital reserves 1,017,475 10,6% 999,983 11,3% 994,390 11,5% 1,7% 0,6%

Profit reserves 1,804,831 18,8% 1,613,708 18,2% 1,400,234 16,2% 11,8% 15,2%

Treasury shares (89,155) (0,9%) (132,229) (1,5%) (64,053) (0,7%) NA NA

Effects on capital transactions (89,996) (0,9%) (89,996) (1,0%) (89,996) (1,0%) NA NA

Non-controlling participations 3,332 0,0% 16,207 0,2% 15,224 0,2% (79,4%) 6,5%

Total shareholders’ equity 5,591,001 58,4% 5,352,187 60,3% 5,200,313 60,1% 4,5% 2,9%

Total shareholders’ equity and 9,576,749 100,0% 8,875,258 100,0% 8,644,402 100,0% 7,9% 2,7% liabilities

Management Proposal Annual and Extraordinary General Meetings 2020

Comparative analysis between the Consolidated Balance Sheet of December 31, 2019 and December 31, 2018

Current Assets

Current assets presented an increase of 3.5%, from a balance of R$1,274.2 million on December 31, 2018 to a balance of R$1,319.3 million on December 31, 2019. As a percentage of total assets, current assets increased from 14.4% on December 31, 2018 to 13.8% on December 31, 2019. The Company's Officers highlighted as main variations within current assets the increase of R$54.6 million in financial investments, partially offset by the reduction of R$10.7 million in land and real estate to be marketed. The main changes in current assets are detailed below.

Cash and cash equivalents

Cash and cash equivalents presented a decrease of 6.2%, from a balance of R$38.9 million on December 31, 2018 to a balance of R$36.5 million on December 31, 2019. As a percentage of total assets, the balance of cash and cash equivalents increased from 0.44% on December 31, 2018 to 0.38% on December 31, 2019. The Company's Officers consider that this variation mainly was due to the volume of additions in investment property of R$720.8 million in 2019.

Financial investments

Financial investments presented an increase of 6.7%, from a balance of R$816.9 million on December 31, 2018 to a balance of R$871.5 million on December 31, 2019. As a percentage of total assets, the balance of short-term investments increased from 9.2% on December 31, 2018 to 9.1% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) the cash flow from operating activities and (ii) the positive cash flow generated by the raising of R$348.8 million in debentures and R$320.1 million in loans in 2019, partially offset by (iii) the payment of dividends and interest on equity of R$225.3 million in 2019 and (iv) cash invested in investment properties of R$720.8 million.

Accounts receivable

Accounts receivable presented a decrease of 0.1%, from a balance of R$284.3 million on December 31, 2018 to a balance of R$284.1 million on December 31, 2019. As a percentage of total assets, the balance of accounts receivable increased from 3.2% on December 31, 2018 to 3.0% on December 31, 2019. The Company's Officers consider that this change in balances mainly was due to the increase in the balance of receivables from assignment of rights, being partially offset by the decrease in the balance of receivables from the sale of real estate, in line with the receipt of installments from the portfolio of real estate projects.

Land and properties held for sale

Land and properties held for sale presented a decrease of 29.3%, from a balance of R$36.4 million on December 31, 2018 to a balance of R$25.7 million on December 31, 2019. As a percentage of total assets, the balance of land and real estate to be sold increased from 0.4% on December 31, 2018 to 0.3% on December 31, 2019. The Company's Officers consider that this variation mainly was due to the transfer of part of the Golden Tower project of land and real estate to be sold for fixed assets as a result of the beginning of the use of part of the project as a subsidiary of the Company in São Paulo.

Accounts Receivable from related parties

Accounts receivable presented a decrease of 22.9%, from a balance of R$12.3 million on December 31, 2018 to a balance of R$15.2 million on December 31, 2019. As a percentage of total assets, the balance of accounts receivable from related parties increased from 0.14% on December 31, 2018 to

Management Proposal Annual and Extraordinary General Meetings 2020

0.16% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) the reclassification of non-current assets to current assets given the amortizations expected for the year 2020, being partially offset by (ii) the increase of R$2.8 million in the provisions for losses.

Taxes and social contributions to compensate

Taxes and contributions payable presented a decrease of 22.4%, from a balance of R$23.1 million on December 31, 2018 to a balance of R$17.9 million on December 31, 2019. As a percentage of total assets, the balance of taxes and social contributions to be offset increased from 0.26% on December 31, 2018 to 0.19% on December 31, 2019. The Company's Officers clarify that this variation mainly was due to a higher value of Interest on Equity (ISE) and Tax Incentive on expenditures for Technological Innovation (Lei do Bem) in 2019, reducing current income tax and social contribution.

Deferred costs

Deferred costs presented an increase of 7.2%, from a balance of R$38.9 million on December 31, 2018 to a balance of R$41.7 million on December 31, 2019. As a percentage of the total asset, the balance of deferred costs remained at 0.4% at December 31, 2018 and December 31, 2019. The Company's Officers consider that this variation was mainly due to (i) higher costs relative to tenant induction fees, (ii) reclassification of amounts from non-current assets to current assets, and (iii) new brokerage costs, counterbalanced by the (iv) the key money contracts and tenant induction fees, linearly during the term of the lease agreement.

Non-current assets

Non-current liabilities presented an increase of 8.6%, from a balance of R$7,601.1 million on December 31, 2018 to a balance of R$8,257.5 million on December 31, 2019. As a percentage of total assets, non-current assets increased from 85.6% on December 31, 2018 to 86.2% on December 31, 2019. The Company's Officers highlighted as the main variation within non-current assets the increase of R$587.0 million in investment properties.

Accounts receivable

Accounts receivable presented a decrease of 17.9%, from a balance of R$68.7 million on December 31, 2018 to a balance of R$56.4 million on December 31, 2019. As a percentage of total assets, the balance of accounts receivable presented an increase of 0.8% on December 31, 2018 to 0.6% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) the reclassification of portfolios of receivables from sale of non-current assets on December 31, 2018, to current assets on December 31, 2019, related to real estate developments for sale located in the BarraShoppingSul complex delivered in 2015 and (ii) cancellations of real estate contracts occurred in 2019.

Land and properties held for sale

Land and properties held for sale presented a decrease of 4.2%, from a balance of R$406.8 million on December 31, 2018 to a balance of R$424.1 million on December 31, 2019. As a percentage of total assets, the balance of land and real estate to be marketed increased from 4.6% on December 31, 2018 to 4.4% on December 31, 2019. The Company's Officers understand that this variation was mainly due to investments in the development of the Golden Lake residential project in Porto Alegre, near BarraShoppingSul.

Accounts receivable from related parties

Accounts receivable from related parties presented a decrease of 29.7%, from a balance of R$13.0 million on December 31, 2018 to a balance of R$9.1 million on December 31, 2019. As a percentage

Management Proposal Annual and Extraordinary General Meetings 2020

of total assets, the balance of receivables from related parties increased from 0.15% on December 31, 2018 to 0.10% on December 31, 2019. The Company's Officers consider that this variation mainly was due to the reclassification of non-current assets to current assets given the amortizations expected for 2019.

Judicial deposits

The judicial deposits line presented an increase of 4.3%, from a balance of R$33.4 million on December 31, 2018 to a balance of R$34.8 million on December 31, 2019. As a percentage of total assets, the balance of judicial deposits increased from 0.38% on December 31, 2018 to 0.36% on December 31, 2019. The Company's Officers consider that this variation mainly was due to the higher volume of additions of civil deposits in 2019, which totaled R$11.3 million, compared to write-offs of R$9.8 million.

Deferred costs

Deferred costs presented an increase of 9.2%, from a balance of R$108.6 million on December 31, 2018 to a balance of R$118.6 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of loans and financing increased from 1.22% on December 31, 2018 to 1.24% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) new costs related to the tenant induction operations, partially offset by the (ii) reclassification of amounts from non-current assets to current assets.

Investment properties

Investment properties presented an increase of 9.2%, from a balance of R$6,361.4 million on December 31, 2018 to a balance of R$6,948.4 million on December 31, 2019. As a percentage of total assets, the balance of investment properties increased from 71.7% on December 31, 2018 to 72.6% on December 31, 2019. The Company's Officers consider that this variation was due to (i) the volume of investments, totaling R$740.6 million in additions to property for net investment of transfers and write-offs, mainly in ParkJacarepaguá works and the 20% increase in participation in BH Shopping, (ii) the impact of R$48.8 million related to the accounting of equipment and real estate lease agreements (lease operations) with the adoption of IFRS 16/CPC 06 (R2) and, being partially counterbalanced by (iii) the impact of depreciation of investment properties in the period, of R$202.5 million.

Current liabilities

Current liabilities presented an increase of 30.1%, from a balance of R$713.9 million on December 31, 2018 to a balance of R$928.7 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, current liabilities increased from 8.0% on December 31, 2018 to 9.7% on December 31, 2019. The Company's Officers highlighted as the main variation within current liabilities (i) the increase of R$105.1 million in loans and financing, (ii) the increase of R$72.9 million in accounts payable, and (iii) the increase of R$22.1 million in liabilities for acquisitions of assets.

Loans and financing

Current liabilities presented an increase of 55.1%, from a balance of R$190.6 million on December 31, 2018 to a balance of R$295.7 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of loans and financing increased from 2.1% on December 31, 2018 to 3.1% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) reclassification of amounts from non-current liabilities to current liabilities, due to amortizations expected for the year 2020, including the reclassification of a CCB in the amount of

Management Proposal Annual and Extraordinary General Meetings 2020

R$102.4 million, being partially offset by (ii) amortization of loans and financing in 2019, including the settlement of a CCB in the amount of R$25.4 million.

Accounts payable

Accounts payable presented an increase of 60.5%, from a balance of R$120.4 million on December 31, 2018 to a balance of R$193.2 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of loans and financing increased from 1.4% on December 31, 2018 to 2.0% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) the increase of R$59.3 million in the supplier account, including R$64.4 million related to the acquisition of land near BarraShopping in December 2019, and (ii) the impact of R$8.3 million in the lease account related to the accounting of equipment and real estate lease agreements (leasing operations) with the adoption of IFRS 16/CPC 06 (R2).

Obligations for the acquisition of property

Obligations for acquisition of property presented an increase of 161.7%, from a balance of R$13.7 million on December 31, 2018 to a balance of R$35.8 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of obligations for acquisition of property presented an increase of 0.2% on December 31, 2018 to 0.4% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) the inclusion of a new obligation in the amount of R$30.5 million related to the portion of the acquisition of an additional 20% interest in BH Shopping, being partially offset by (ii) the amortization of obligations for acquisition of assets occurred throughout 2019, including the amortization of R$4.1 million related to portions of the acquisition of interest in ParkShoppingBarigüi and R$4.1 million related to portions of the acquisition of land attached to ParkJacarepaguá.

Debentures

The amount of debentures payable presented a decrease of 0.7%, from a balance of R$206.0 million on December 31, 2018 to a balance of R$204.5 million on December 31, 2019. In percentage terms of total liabilities and shareholders' equity, the balance of principal of debentures payable represented 2.3% at December 31, 2018 compared to 2.1% at December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) the payment of the first installment of the 3rd debentures issue in the amount of R$200.0 million in October 2019, offset by (ii) reclassification of R$200.0 million related to the second installment of the 3rd debentures issue from non-current liabilities to current liabilities, due to the payment expected in the year 2020.

Taxes and contributions to recoup

Taxes and contributions to recoup presented a decrease of 10.1%, from a balance of R$28.9 million on December 31, 2018 to a balance of R$26.0 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of loans and financing increased from 0.33% on December 31, 2018 to 0.27% on December 31, 2019. The Company's Officers consider that this variation mainly was due to the decrease of R$3.2 million in the balances of PIS and COFINS social contributions to be collected.

Interest on the shareholders' equity payable

Interest on the shareholders' equity payable presented an increase of 14.5%, from a balance of R$129.6 million on December 31, 2018 to a balance of R$148.4 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of Interest on the shareholders' equity payable went from 1.46% on December 31, 2018 to 1.55% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) the provisions of interest on equity

Management Proposal Annual and Extraordinary General Meetings 2020

resolved in 2019, occurring in the months of June, September and December 2019, totaling R$280.0 million (gross amount), with payment of R$110.0 million in October 2019 and R$170.0 million (gross amount) to be realized over 2020, compared to (ii) provisions of interest on equity resolved in 2018, occurring in the months of June, September and December 2018, totaling R$260.0 million (gross amount), maintaining the balance of payment of R$150.0 million (gross amount) realized in April 2019.

Deferred revenues

Taxes and contributions to recoup presented a decrease of 1.7%, from a balance of R$18.8 million on December 31, 2018 to a balance of R$18.4 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of loans and financing increased from 0.21% on December 31, 2018 to 0.19% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) the appropriation of the revenue from assignment of rights, linearly during the term of the lease agreement, being partially counterbalanced by (ii) reclassification of amounts from non-current liabilities to current liabilities of the operations inaugurated to be appropriated in 2020.

Non-current liabilities

Non-current liabilities presented an increase of 8.8%, from a balance of R$2,809.1 million on December 31, 2018 to a balance of R$3,057.1 million on December 31, 2019. As a percentage of total liabilities and equity, non-current liabilities increased from 31.7% on December 31, 2018 to 31.9% on December 31, 2019. The Company's Officers highlighted the main variations within non-current liabilities (i) the increase of R$153.1 million in the balance of debentures, (ii) the increase of R$38.7 million in the balance of accounts payable and (iii) the increase of R$33.0 million in the balance of loans and financing.

Loans and financing

Loans and financing presented an increase of 55.1%, from a balance of R$190.6 million on December 31, 2018 to a balance of R$295.7 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of loans and financing increased from 15.0% on December 31, 2018 to 14.2% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) the balance of R$335.7 million of the financing for the construction of the ParkJacarepaguá project signed in 2019, being partially offset by (ii) reclassification of balances from non-current liabilities to current liabilities given the amortizations planned for 2020.

Obligations for the acquisition of property

Obligations for the acquisition of property presented an increase of 47.6%, from a balance of R$9.0 million on December 31, 2018 to a balance of R$4.7 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of obligations for the acquisition of property increased from 0.10% on December 31, 2018 to 0.05% on December 31, 2019. The Company's Officers consider that this variation mainly was due to the reclassification of non-current liabilities to current liabilities given the amortizations expected for the year 2020 related to the acquisition of land from the Jockey Clube do Rio Grande do Sul.

Debentures

The amount of debentures payable presented an increase of 14.1%, from a balance of R$1,088.2 million on December 31, 2018 to a balance of R$1,241.3 million on December 31, 2019. In percentage terms of total liabilities and shareholders' equity, the balance of principal of debentures payable represented 12.3% at December 31, 2018 compared to 13.0% at December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) new funds from the 7th primary public

Management Proposal Annual and Extraordinary General Meetings 2020

distribution of debentures, with principal in the amount of R$350.0 million, completed in April 2019, partially offset (ii) by the reclassification of R$200.0 million related to the second installment of the 3rd debentures issue from non-current liabilities to current liabilities.

Provision for risks

Provision for risks presented a decrease of 1.7%, from a balance of R$12.0 million on December 31, 2018 to a balance of R$11.8 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of loans and financing increased from 0.14% on December 31, 2018 to 0.12% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) write-offs of R$3.2 million in civil and labor lawsuits, offset by (ii) additions and updates of R$3.0 million in civil and labor lawsuits.

Deferred income tax and social contribution

Deferred income tax and social contribution presented an increase of 0.3%, from a balance of R$208.6 million on December 31, 2018 to a balance of R$209.4 million on December 31, 2019. As a percentage of total liabilities and equity, the balance of deferred income tax and social contribution presented an increase of 2.4% on December 31, 2018 to 2.2% on December 31, 2019. The Company's Officers consider that this variation mainly was due to the increase in the credit base of deferred tax liabilities, from R$804.6 million on December 31, 2018 to R$865.3 million on December 31, 2019 due to the use of different depreciation rates between the accounting and tax bases, as provided for in tax legislation and Law 12.973 of May 13, 2014.

Deferred revenues

Taxes and contributions payable presented a decrease of 49.4%, from a balance of R$37.2 million on December 31, 2018 to a balance of R$55.6 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, the balance of loans and financing increased from 0.4% on December 31, 2018 to 0.6% on December 31, 2019. The Company's Officers consider that this variation mainly was due to (i) the proceeds from the assignment of rights contracted in the period, being partially offset (ii) by the reclassification of amounts from non-current liabilities to current liabilities according to the terms of the linked lease agreements.

Shareholders’ equity

Shareholders' equity presented an increase of 4.5%, from R$5,352.2 million on December 31, 2018 to R$5,591.0 million on December 31, 2019. As a percentage of total liabilities and shareholders' equity, shareholders’ equity increased from 60.3% on December 31, 2018 to a percentage of 58.4% observed on December 31, 2019. The Company's Officers consider that this variation mainly was due to an increase of R$191.1 million in the profit reserves account, a result of the net profit for the period of R$469.2 million.

Comparative analysis of the Consolidated Balance Sheet of December 31, 2018 and December 31, 2017

Current assets

The balance of the current assets presented a reduction of 2.0%, from a balance of R$1,299.5 million on December 31, 2017 to a balance of R$1,274,156 million on December 31, 2018. As a percentage of total assets, the current assets increased from 15.0% on December 31, 2017 to 14.4% on December 31, 2018. The Company’s Officers highlighted as the main variations within the current

Management Proposal Annual and Extraordinary General Meetings 2020

assets the reduction of R$39.3 million in financial investments, partially offset by the increase of R$8.8 million in accounts receivable from related parties and by the increase of R$7.3 million in accounts receivable. The main variations in the current assets are detailed below.

Cash and cash equivalents

Cash and cash equivalents presented a reduction of 2.3%, the balance of R$39.8 million on December 31, 2017 being reduced to R$38.9 million on December 31, 2018. As a percentage of total assets, the balance of cash and cash equivalents decreased from 0.5% on December 31, 2017 to 0.4% on December 31, 2018. The Company’s Officers consider that this variation was due especially to the payment of dividends and interest on shareholders’ equity from R$301.1 million in 2018.

Financial investments

The balance of financial investments presented a reduction of 4.6%, decreasing from a balance of R$856.2 million on December 31, 2017 to a balance of R$816.9 million on December 31, 2018. As a percentage of total assets, the balance of financial investments decreased from 9.9% on December 31, 2017 to 9.2% on December 31, 2018. The Company’s Officers considered that this variation was due especially (i) to the flow of cash from operating activities and (ii) by the positive cash flow generated by the funding of R$300.0 million in debentures in 2018, being offset by (iii) the payment of dividends and interest on shareholders’ equity of R$301.1 million in 2018 and (iv) cash invested in properties for investment, of R$293.1 million.

Accounts receivable

Accounts receivable presented an increase of 2.6%, from a balance of R$277.0 million on December 31, 2017 to a balance of R$284.3 million on December 31, 2018. As a percentage of the total assets, the balance of accounts receivable stayed at 3.2% on December 31, 2017 and December 31, 2018. The Company’s Officers consider that this variation in balance was due especially to an increase in the balance of accounts receivable from lease, in line with the increase of lease revenue, being partially offset by the decrease in the balance of accounts receivable from the sale of properties, in line with the receipt of installments of the portfolio of real estate assets.

Land and properties held for sale

Land and properties held for sale presented an increase of 1.3%, from a balance of R$36.0 million on December 31, 2017 to a balance of R$36.4 million on December 31, 2018. As a percentage of total assets, the balance of land and properties held for sale was kept at 0.4% on December 31, 2017 and December 31, 2018. The Company’s Officers consider that this variation was especially due to contractual dissolution in Résidence du Lac and Diamond Tower, which added R$2.1 million, partially offset by the sale of units in Cristal Tower and Centro Profissional Ribeirão Shopping, in the amount of R$1.7 million.

Accounts receivable from related parties

Accounts receivable from related parties presented an increase of 248.8%, from a balance of R$3.5 million on December 31, 2017 to a balance of R$12.3 million on December 31, 2018. As a percentage of total assets, the balance of accounts receivable from related parties increased from 0.04% on December 31, 2017 to 0.14% on December 31, 2018. The Company’s Officers consider that this variation was due especially (i) to a reduction of R$5.5 million in the provisions for losses, and (ii) reclassification from non-current assets to current assets given the amortizations estimated for 2019.

Taxes and social contributions to compensate

Management Proposal Annual and Extraordinary General Meetings 2020

Taxes and social contributions to compensate presented a reduction of 15,4%, decreasing from a balance of R$27.3 million on December 31, 2017 to a balance of R$23.1 million on December 31, 2018. As a percentage of total assets, the balance of taxes and social contributions to compensate decreased from 0.32% on December 31, 2017 to 0.26% on December 31, 2018. The Company’s Officers clarify that this variation was due partially to a higher value of Interest on Shareholders’ equity in the 4th quarter of 2018, reducing current taxes.

Deferred costs

Deferred costs presented an increase of 1.4%, from a balance of R$38.4 million on December 31, 2017 to a balance of R$38.9 million on December 31, 2018. As a percentage of total assets, the balance of deferred costs was kept at 0.4% on December 31, 2017 and on December 31, 2018. The Company’s Officers considered that this variation was due especially to (i) higher costs relative to tenant induction fees, (ii) reclassification of values from non-current assets to current assets, and (iii) new brokerage costs, partially counterbalanced by the (iv) appropriation of brokerage costs of the key money contracts and tenant induction fees, linearly during the term of the lease contract.

Non-current assets

Non-current assets presented an increase of 3.5%, from a balance of R$7,344.9 million on December 31, 2017 to a balance of R$7,601.1 million on December 31, 2018. As a percentage of total assets, non-current assets decreased from 85.0% on December 31, 2017 to 85.6% on December 31, 2018. The Company’s Officers highlighted as the main variations within non-current assets the increase of R$133.9 million in land and properties held for sale and the increase of R$46.8 million in investment properties.

Accounts receivable

Accounts receivable presented a reduction of 13.2%, from a balance of R$79.2 million on December 31, 2017 to a balance of R$68.7 million on December 31, 2018. As a percentage of total assets, the balance of accounts receivable was reduced from 0.9% on December 31, 2017 to 0.8% on December 31, 2018. The Company’s Officers consider that this variation was mainly due to (i) the reclassification of portfolios of receivables from the sale of real estate from non-current assets on December 31, 2017, to current assets on December 31, 2018, relative to real estate assets for sale located in the BarraShoppingSul complex delivered in 2015 and (ii) dissolution of real estate contracts in 2018.

Land and properties held for sale

Land and properties held for sale presented an increase from 49.1%, from a balance of R$272.9 million on December 31, 2017 to a balance of R$406.8 million on December 31, 2018. As a percentage of total assets, the balance of land and properties held for sale increased from 3.2% on December 31, 2017 to 4.6% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to the land swap of the residential project Golden Lake, in Porto Alegre, close to BarraShoppingSul, in the amount of R$126.5 million.

Accounts receivable from related parties

Accounts receivable from related parties presented an increase from 13.7%, a balance of R$11.4 million on December 31, 2017 to a balance of R$13.0 million on December 31, 2018. As a percentage of total assets, the balance of accounts receivable from related parties increased from 0.13% on December 31, 2017 to 0.14% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to (i) the concession of new loans and sundry advances to meet the working capital needs of the building condominiums and shopping malls’ associations, partially

Management Proposal Annual and Extraordinary General Meetings 2020

counterbalanced by (ii) the reclassification of non-current to current assets given the amortizations estimated for 2019.

Judicial deposits

The line of judicial deposits presented an increase of 29.7%, from a balance of R$25.8 million on December 31, 2017 to a balance of R$33.4 million on December 31, 2018. As a percentage of total assets, the balance of judicial deposits increased from 0.30% on December 31, 2017 to 0.38% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to the greater volume of additions of civil deposits in 2018 which totaled R$10.4 million, compared to write-offs of R$2.4 million.

Deferred costs

Deferred costs presented an increase de 15.8%, from a balance of R$93.8 million on December 31, 2017 to a balance of R$108.6 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of deferred costs increased from 1.1% on December 31, 2017 to 1.2% on December 31, 2018. The Company’s Officers consider that this variation was due mainly (i) to new costs of tenant induction fees, and was partially counterbalanced by the (ii) reclassification of values from non-current assets to current assets.

Investment properties

Investment properties presented an increase of 0.7%, from a balance of R$6,314.5 million on December 31, 2017 to a balance of R$6,361.4 million on December 31, 2018. As a percentage of total assets, the balance of investment properties was reduced from 73.1% on December 31, 2017 to 71.7% on December 31, 2018. The Company’s Officers consider that this variation was due (i) to the volume of investments, totaling R$229.8 million in additions in investment properties net of transfers, especially in the construction of Park Jacarepaguá, and was partially counterbalanced (ii) by the impact of the depreciation of investment properties in the period, of R$185.9 million.

Current liabilities

Current liabilities presented an increase of 2.1%, from a balance of R$699.4 million on December 31, 2017 to a balance of R$713.9 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, current liabilities decreased from 8.09% on December 31, 2017 to 8.04% on December 31, 2018. The Company’s Officers highlight as the principal variation within current liabilities (i) the increase of R$197.8 million in debentures payable, which was partially offset by the (ii) decrease of R$76.7 million in the account of interest on shareholders’ equity, and (iii) decrease of R$66.9 million in loans and financings.

Loans and financings

Loans and financing decreased by 26.0%, from a balance of R$257.5 million on December 31, 2017 to a balance of R$190.6 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of loans and financings decreased from 3.0% on December 31, 2017 to 2.1% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to (i) amortizations of loans and financings in 2018, including the settlement of a CCB in the amount of R$103.0 million, and was counterbalanced by (iii) reclassification of values of non-current liabilities to current liabilities, as a result of the amortizations estimated for 2019.

Accounts payable

Accounts payable presented an increase of 17.8%, from a balance of R$102.2 million on December 31, 2017 to a balance of R$120.4 million on December 31, 2018. As a percentage of total liabilities

Management Proposal Annual and Extraordinary General Meetings 2020

and shareholders’ equity, the balance of accounts payable increased from 1.2% on December 31, 2017 to 1.4% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to (i) an increase of R$13.6 million in the suppliers account and (ii) an increase of R$8.5 million in the indemnifications payable account.

Obligations for acquisition of property

Obligations for acquisition of property presented reduction of 77.1%, from a balance of R$59.7 million on December 31, 2017 to a balance of R$13.7 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of obligations for acquisition of property fell from 0.7% on December 31, 2017 to 0.2% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to the net effect of the amortization of obligations for acquisition of property during 2018, including the amortization of R$47.3 million relative to installments of the acquisition of a minority stake in ParkShoppingBarigüi.

Debentures

The amount of debentures payable presented an increase de 2,400.6%, from a balance of R$8.2 million on December 31, 2017 to a balance of R$206.0 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of the principal of debentures payable represented 0.1% on December 31, 2017 compared to 2.3% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to a reclassification of R$200.0 million relative to a third issue debenture from non-current liabilities to current liabilities.

Taxes and contributions to collect

Taxes and contributions to collect presented a reduction of 23.9%, from a balance of R$38.0 million on December 31, 2017 to a balance of R$28.9 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of taxes and contributions to collect decreased from 0.4% on December 31, 2017 to 0.3% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to a reduction of R$9.1 million in the balance of income tax withheld on interest on shareholders’ equity to collect.

Interest on shareholders’ equity payable

Interest on shareholders’ equity payable presented a reduction of 37.2%, from a balance of R$206.3 million on December 31, 2017 to a balance of R$129.6 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of interest on shareholders’ equity payable decreased from 2.4% on December 31, 2017 to 1.5% on December 31, 2018. The Company’s Officers consider that this variation was due mainly (i) to the provisions of interest on shareholders’ equity announced in 2018, which occurred in May, September and December 2018, totaling R$260.0 million (gross value), with the payment of R$110.0 million in September 2018 and R$150.0 million to be paid during 2019, compared to (ii) the provisions of interest on shareholders’ equity announced in 2017, which occurred in June, September and December 2017, totaling R$240.0 million (gross value), paid in January 2018.

Deferred revenues

Deferred revenues presented a reduction of 14.9%, from a balance of R$22.0 million on December 31, 2017 to a balance of R$18.8 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of deferred revenues fell from 0.3% on December 31, 2017 to 0.2% on December 31, 2018. The Company’s Officers consider that this variation was due mainly (i) to the appropriation of revenue from key money, linearly and during the term of the lease agreement, being

Management Proposal Annual and Extraordinary General Meetings 2020

partially counterbalanced by the (iii) reclassification of values from non-current liabilities to current liabilities of inaugurated operations to be appropriated in 2019.

Non-current liabilities

Non-current liabilities presented an increase de 2.3%, from a balance of R$2,744.7 million on December 31, 2017 to a balance of R$2,809.1 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the non-current liabilities fell from 31.8% on December 31, 2017 to 31.7% on December 31, 2018. The Company’s Officers highlight as the main variations within the non-current liabilities (i) the decrease of R$156.5 million in the balance of loans and financings, partially counterbalanced by the (ii) increase of R$105.7 million in the balance of debentures and (iii) increase of R$88.4 million in the balance of advances to customers.

Loans and financings

Loans and financing presented a reduction of 10.5%, from a balance of R$1,485.4 million on December 31, 2017 to a balance of R$1,328.9 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of loans and financings fell from 17.2% on December 31, 2017 to 15.0% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to the reclassification of balances from non-current liabilities to current liabilities, given the amortizations estimated for 2019.

Obligations for acquisition of property

Obligations for acquisition of property presented an increase de 128.6%, from a balance of R$4.0 million on December 31, 2017 to a balance of R$9.0 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of obligations for acquisition of property rose from 0.05% on December 31, 2017 to 0.1% on December 31, 2018. The Company’s Officers consider that this variation was due mainly (i) to the inclusion of a new obligation in the amount of R$9.0 million relative to the acquisition of areas from Jockey Clube do Rio Grande do Sul, and (ii) to the reclassification from non-current liabilities to current liabilities given the amortizations estimated for 2019.

Debentures

The amount of debentures payable presented an increase of 10.8%, from a balance of R$982.5 million on December 31, 2017 to a balance of R$1,088.2 million on December 31, 2018. In percentage terms of the total liabilities and shareholders’ equity, the balance of the principal of debentures payable represented 11.4% on December 31, 2017 compared to 12.3% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to (i) funds from the 6th issue for primary public distribution of debentures, with principal in the amount of R$300.0 million, concluded in May 2018, and counterbalanced (ii) by the reclassification of R$200.0 million relative to the 3rd issue of debentures from non-current liabilities to current liabilities.

Provision for risks

Provision for risks presented a reduction of 7.1%, from a balance of R$12.9 million on December 31, 2017 to a balance of R$12.0 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of provisions for risk fell from 0.15% on December 31, 2017 to 0.14% on December 31, 2018. The Company’s Officers consider that this variation was due mainly (i) to write-offs of R$4.2 million in civil and labor suits, counterbalanced by (ii) additions of R$3.1 million in civil suits.

Deferred income tax and social contribution

Management Proposal Annual and Extraordinary General Meetings 2020

Deferred income tax and social contribution presented an increase of 14.9%, from a balance of R$181.5 million on December 31, 2017 to a balance of R$208.6 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of deferred income tax and social contribution rose from 2.1% on December 31, 2017 to 2.4% on December 31, 2018. The Company’s Officers consider that this variation was due mainly to the increase of the credit base of deferred tax liabilities, from R$780.4 million on December 31, 2017 to R$804.6 million on December 31, 2018 as a result of the use of different depreciation rates between the accounting and tax basis, as set forth in the tax legislation and in Law 12,973, of May 13, 2014.

Deferred revenues

Deferred revenues presented a reduction of 12.3%, from a balance of R$42.4 million on December 31, 2017 to a balance of R$37.2 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, the balance of deferred revenues fell from 0.5% on December 31, 2017 to 0.4% on December 31, 2018. The Company’s Officers consider that this variation was due mainly (i) to the reclassification of values from non-current liabilities to current liabilities in accordance with the terms of the tied lease agreements, and was partially counterbalanced by (ii) revenues from key money contracted in the period.

Shareholders’ equity

Shareholders’ equity presented an increase of 2.9%, from R$5,200.3 million on December 31, 2017 to R$5,352.2 million on December 31, 2018. As a percentage of total liabilities and shareholders’ equity, shareholders’ equity rose from 60.2% on December 31, 2017 to a percentage of 60.3% noted on December 31, 2018. The Company’s Officers consider that this variation was due mainly to the increase of R$213.5 million in the account of profit reserves, as a result of the net income of the period of R$470.6 million.

Management Proposal Annual and Extraordinary General Meetings 2020

Consolidated Income Statements – Fiscal years ended on December 31, 2019, 2018 and 2017

Fiscal year ended on December 31,

2019 x 2018 x 2019 AV 2018 AV 2017 AV 2018 2017

(in thousands of R$, except %)

Gross operating revenue from 1,435,037 109,9% 1,355,381 110,3% 1,283,835 111,0% 5,9% 5,6% sales and services provided

Rental 1,100,886 84,3% 1,037,702 84,4% 987,189 85,4% 6,1% 5,1%

Parking 219,282 16,8% 205,548 16,7% 185,420 16,0% 6,7% 10,9%

Services 115,127 8,8% 111,421 9,1% 100,635 8,7% 3,3% 10,7%

Key Money (11,736) (0,9%) (10,029) (0,8%) 5,448 0,5% 17,0% (284,1%)

Real state for sale 1,808 0,1% 2,345 0,2% (712) (0,1%) (22,9%) (429,4%)

Others 9,670 0,7% 8,394 0,7% 5,855 0,5% 15,2% 43,4%

Taxes and contributions on sales (129.450) (9.9%) (126.239) (10.3%) (127.456) (11.0%) 2.5% (1.0%) and services provided

Net operating revenue 1.305.587 100.0% 1.229.142 100.0% 1.156.379 100.0% 6.2% 6.3%

Costs of services provided and real (272.175) (20.8%) (278.949) (22.7%) (273.321) (23.6%) (2.4%) 2.1% estate sold

Gross profit 1.033.412 79.2% 950.193 77.3% 883.058 76.4% 8.8% 7.6%

Operating Revenues (expenses) (328,889) (25,2%) (213,699) (17,4%) (247,377) (21,4%) 53,9% (13,6%)

Administrative expenses – (160,085) (12,3%) (145,459) (11,8%) (130,317) (11,3%) 10,1% 11,6% Registered office

Administrative expenses – Properties (70,221) (5,38%) (29,706) (2,42%) (30,940) (2,68%) 136,4% (4,0%)

Expenses with projects for lease (14,982) (1,1%) (10,958) (0,9%) (21,168) (1,8%) 36,7% (48,2%)

Expenses with projects for sale (6,785) (0,5%) (8,198) (0,7%) (5,818) (0,5%) (17,2%) 40,9%

Remuneration expenses based on (65,544) (5,02%) (7,591) (0,62%) (44,852) (3,88%) 763,4% (83,1%) stock options

Equity accounting income 5,648 0,4% 7,984 0,6% 5,952 0,5% (29,3%) 34,1%

Depreciations and amortizations (18,021) (1,4%) (16,770) (1,4%) (12,911) (1,1%) 7,5% 29,9%

Other operating revenues 1,101 0,1% (3,001) (0,2%) (7,323) (0,63%) (136,7%) (59,0%) (expenses) , net Operating profit before the financial 704,523 54,0% 736,494 59,9% 635,681 55,0% (4,3%) 15,9% income Net financial income (145,514) (11,1%) (141,613) (11,5%) (197,057) (17,0%) 2,8% (28,1%)

Profit before income tax and social 559,009 42,8% 594,881 48,4% 438,624 37,9% (6,0%) 35,6% contribution social

Current income tax and social (84.652) (6.5%) (101.044) (8.2%) (67.938) (5.9%) (16.2%) 48.7% contribution

Deferred income tax and social (5.162) (0.4%) (23.264) (1.9%) (2.150) (0.2%) (77.8%) 982.0% contribution

Net profit from the fiscal year 469.195 35.9% 470.573 38.3% 368.536 31.9% (0.3%) 27.7%

Net profit attributable to:

Owners of the parent company 470.998 36.1% 472.948 38.5% 369.401 31.9% (0.4%) 28.0% Participation of non-controlling (1.803) (0.1%) (2.375) (0.2%) (865) (0.1%) (24.1%) 174.6% parties

Management Proposal Annual and Extraordinary General Meetings 2020

Comparative analysis of the Consolidated Income Statements for the years ended December 31, 2019 and 2018

Gross operating revenue from sales and services provided

Gross operating revenue from sales and services provided presented an increase of 5.9% in the fiscal year ended December 31, 2019, from R$1,355.4 million in 2018 to R$1,435.0 million in 2019. The Company's Officers explain below the main factors that caused the variation:

Rental revenue

Lease revenues, including the straight-line effect, presented an increase of 6.1% in the fiscal year ended December 31, 2019, from R$1,037.7 million in 2018 to R$1,100.9 million in 2019. This performance was driven by the organic consolidated shopping center growth and the 20% increase in participation in BH Shopping, partially offset by the reduction in the contribution of the Morumbi Corporate commercial tower. Disregarding the straight-line effect, which was negative in 2018 and 2019, rental revenue growth still would be 6.1%.

 Organic growth of our portfolio:

Some revenue growth rates in our shopping center portfolio were notable in 2019, such as Shopping Santa Úrsula, whose rental revenue rose 14.6% and ParkShoppingCanoas, whose rental revenue grew 13.7% compared to 2018. In terms of contribution to rental revenue, MorumbiShopping contributed R$151.3 million in 2019 against R$141.5 million in 2018, and BarraShopping contributed R$159.6 million in 2019 against R$150.9 million in 2018. Organic growth benefited from changes in store mixes, inflation, pre-established contract clauses and contract renewals.

 Acquisition of additional ownership interest:

Increased stake in BH Shopping, through the acquisition of an additional 20.0% interest, raising its own GLA by 9,500 m² and contributing to the increase in the shopping center's revenues, with rental revenue up by 28.5% in 2019 compared to 2018.

 Morumbi Corporate:

Morumbi Corporate, a complex with two office towers located opposite MorumbiShopping, contributed R$93.5 million to rental revenue in 2019, compared to R$100.1 million in 2018, reflecting contract renegotiations and the drop in the occupancy rate from 97.2% in 2018 to 94.3% in 2019.

The table below shows, as summarized above, the changes in our rental revenue per shopping mall and corporate towers for rent.

Rental Revenue (R$ '000) 2019 2018 Change %

BH Shopping 113,391 88,213 28.5%

RibeirãoShopping 56,608 53,916 5.0%

BarraShopping 159,632 150,964 5.7%

MorumbiShopping 151,288 141,502 6.9%

ParkShopping 61,389 62,120 (1.2%)

DiamondMall 51,435 48,518 6.0%

New York City Center 9,611 9,633 (0.2%)

Shopping AnáliaFranco 33,036 30,745 7.5%

ParkShoppingBarigüi 69,131 70,615 (2.1%)

Pátio Savassi 39,409 36,131 9.1%

Management Proposal Annual and Extraordinary General Meetings 2020

Rental Revenue (R$ '000) 2019 2018 Change %

Shopping Santa Úrsula 2,139 1,867 14.6%

BarraShoppingSul 56,677 54,254 4.5%

Shopping Vila Olímpia (25,028) 22,128 13.1 %

ParkShoppingSãoCaetano 51,709 48,064 7.6%

JundiaíShopping 36,054 33,412 7.9%

ParkShoppingCampoGrande 38,698 36,217 6.9%

VillageMall 31,855 32,747 (2.7%)

ParkShopping Canoas 20,198 17,766 13.7%

Morumbi Corporate 93,498 100,063 (6.6%)

ParkShopping Corporate 3,323 1,836 81.0%

Subtotal 1,104,109 1,040,711 6.1%

Straight-line effect (3,223) (3,009) 7.1%

Total 1,100,886 1,037,702 6.1%

Revenue from services

Revenue from services presented an increase of 3.3% in the fiscal year ended December 31, 2019, from R$111.4 million in 2018 to R$115.2 million in 2019. The Company's Officers understand that this variation mainly was due to (i) the increase in revenue from transfer fees in 2019 due to the greater number of store tenant changes in the first half of 2019, being partially counter-balanced by (ii) the reduction in revenue from merchandising fees due to a non-recurring event that benefited revenue in 2018.

Parking revenue

Revenue from services presented an increase of 6.7% in the fiscal year ended December 31, 2019, from R$205.5 million in 2018 to R$219.3 million in 2019. The Company's Officers understand that this variation was due to the increase in parking tariff rates in some shopping centers, the increase in participation in BH Shopping and the higher vehicle flows. Revenue from Key money

The negative result of the revenue from assignment of rights presented an increase in the fiscal year ended December 31, 2019, going from a negative result of R$10.0 million in 2018 to a negative result of R$11.7 million in 2019. The Company's Officers understand that this variation mainly was due to (i) the end of the revenue recognition of part of the mall opened in 2013, throughout 2018 and (ii) the recognition of costs arising from the opening of shopkeepers or tenants, including ParkShopping Canoas, BarraShoppingSul and the commercial towers of Morumbi Corporate.

Real estate revenue

Revenue from real estate sales presented a decrease of 22.9% in the fiscal year ended December 31, 2019, from R$2.3 million in 2018 to R$1.8 million in 2019. The Company's Officers understand that this variation was due to the smaller number of commercial units sold during the year.

Taxes and contributions on sales and services provided

Taxes and contributions on sales and services provided presented an increase of 2.5% in the fiscal year ended December 31, 2019, from R$126.2 million in 2018 to R$129.4 million in 2019.

Operating costs

Costs of services rendered and real estate sold

Management Proposal Annual and Extraordinary General Meetings 2020

Costs of services rendered and real estate sold presented a decrease of 2.4% in the fiscal year ended December 31, 2019, from R$278.9 million in 2018 to R$272.2 million in 2019. The Company’s Officers understand that this variation mainly was due to (i) the drop in operating costs of shopping centers, being partially counter-balanced (ii) by the increase in depreciation costs, detailed below:

 Cost of properties sold

The cost of properties sold went from a positive reversion of R$ 0.1 million in 2018 to a cost of R$ 1.5 million in 2019. The Company’s Officers understand that this variation was mainly due to the lower volume of contractual cancellations in 2019 compared to 2018.

 Depreciations and amortizations of operating assets

Depreciation and amortization presented an increase of 8.9% in the fiscal year ended December 31, 2019, from R$ 186.0 million in 2018 to R$ 202.5 million in 2019. As a percentage of net operating revenue, depreciation and amortization increased, from 15.1% in 2018 to 15.5% in 2019. The Company’s officers understand that this variation in the amount of depreciation and amortization was mainly due to the higher value of the investment property balance in 2019, which was R$ 587.0 million above the balance of investment properties on December 31, 2018, due to the volume of investment additions higher than the depreciation reductions in the period.

 Operating costs of shopping malls

Operating costs of shopping malls presented a decrease of 26.8% in the fiscal year ended December 31, 2019, from R$ 93.1 million in 2018 to R$ 68.2 million in 2019. As a percentage of net operating revenue, shopping center operating costs went from 7.6% in 2018 to 5.2% in 2019. The Company’s Officers consider that this variation mainly was mainly due to lower operating costs with properties (fees, IPTU, rent and condominium) and lower costs with leases.

Operating expenses

Administrative expenses - headquarters

Headquarters administrative expenses increased 10.1% in the fiscal year ended December 31, 2019, from R$145.5 million in 2018 to R$160.1 million in 2019. The Company's Officers consider that this variation was mainly due to the Company's recent investments in the digital innovation team, as well as in the compliance department. As a percentage of net operating revenue, headquarters administrative expenses went from 11.8% in 2018 to 12.3% in 2019, given the 10.1% increase in expenses mentioned above compared to the 6.2% increase in net operating revenue in 2019.

Administrative expenditure - properties

Administrative expenses with properties increased by 136.4% in the fiscal year ended December 31, 2019, from R$29.7 million in 2018 to R$70.2 million in 2018. As a percentage of net operating revenue, administrative expenses with properties went from 2.4% in 2018 to 5.4% in 2019. The Company's Officers consider that this variation was mainly due to (i) the increase in expenses with provisions for rent defaults and (ii) the acquisition of an additional 20% interest in BH Shopping.

Expenses with projects for lease

Expenses with projects for lease increased by 36.7% during the fiscal year ending December 31, 2019, from R$11.0 million in 2018 to R$15.0 million in 2019. As a percentage of net operating revenue, expenses for rental projects went from 0.9% in 2018 to 1.2% in 2019. The Company's Officers consider that this variation was mainly due to the marketing expenses related to the introduction of ParkJacarepaguá in 2019.

Management Proposal Annual and Extraordinary General Meetings 2020

Expenses with projects for sale

Expenses for projects for sale decreased by 17.2% in the fiscal year ended December 31, 2019, from R$8.2 million in 2018 to R$6.8 million in 2019. As a percentage of net operating revenue, expenses with projects for sale went from 0.7% in 2018 to 0.5% in 2019. The Company's Officers consider that this variation mainly was due to lower expenses with projects for sale already delivered.

Share-based compensation expenses

Expenses with compensation expenses based on stock options increased by 763.4% in the fiscal year ended December 31, 2019, from R$7.6 million in 2018 to R$65.5 million in 2019. As a percentage of net operating revenue, stock option-based compensation expenses were 0.6% in 2018 and 5.0% in 2019. The Company's Officers consider that this variation mainly was due to (i) the effect of Multiplan's share appreciation in the quarterly mark-to-market process of Phantom Stock Options plans throughout 2019 and (ii) the straight-line accounting of share plan remuneration.

Depreciations and amortizations (headquarters)

The depreciations and amortizations line increased by 7.5% in the fiscal year ended December 31, 2019, from R$16.8 million in 2018 to R$18.0 million in 2019. As a percentage of net operating revenue, depreciations and amortizations remained at 1.4% in 2018 and 2019. The Company's Officers consider that this variation mainly was due to the transfer of part of the Golden Tower project from land and properties to be sold to fixed assets, in accordance with the leasing process, resulting in an increase in depreciation and amortization expenses.

Other operating revenues (expenses), net

The line of other operating revenues (expenses), net, showed revenues of R$ 1.1 million in the fiscal year ending on December 31, 2019, compared to an expense of R$ 3.0 million in 2018. As a percentage of net operating revenue, other net operating income (expenses) went from an expense equivalent to 0.2% of net operating revenue in 2018 to an income equivalent to 0.1% in 2019. The Company's officers consider that this variation mainly was due to the sale of an aircraft for the amount of R$14.0 million, partially offset by legal expenses and non-recurring consultancy.

Net financial income

Net financial income presented a negative balance, with an increase of 2.8% in the fiscal year ended on December 31, 2019 compared to the same period in 2018, going from a negative balance of R$141.6 million in 2018 to a negative balance of R$145.5 million in 2019. The Company's Officers consider that this variation mainly was mainly due to (i) a 10.8% increase in the total debt balance, from R$2,836.4 million in 2018 to R$3,143.9 million in 2019, composed of loans and financing, obligations for the acquisition of assets and debentures, being counter-balanced (ii) by the impact of the SELIC rate reductions from 6.5% p.a. at the end of 2018 to 4.5% p.a. at the end of 2019 and by the cost reduction of five debt contracts indexed to the TR that were renegotiated, which together contributed to the drop in the weighted average cost of the Company's debt from 7.6% p.a. in 2018 to 5.4% p.a. in 2019, reducing the financial expense/cost.

Net profit for the period

For the reasons described above, net profit for the period decreased by 0.3% in the fiscal year ended December 31, 2019, from R$ 470.6 million in 2018 to R$ 469.2 million in 2019. The Company's Officers consider that this variation mainly was due to (i) the increase in net operating revenue, driven mainly by the 6.1% increase in rental revenue (including linearity), being offset (ii) by the increase in expenses administrative expenses with properties and (iii) the increase in compensation expenses based on

Management Proposal Annual and Extraordinary General Meetings 2020

stock options. As a percentage of net operating revenue, net profit for the period decreased, from 38.3% in 2018 to 35.9% in 2019.

Comparative analysis of the Consolidated Income Statements dos fiscal years ended on December 31, 2018 and 2017

Gross operating revenue from sales and services provided

Operating revenue from sales and services provided presented an increase de 5.6% in the fiscal year ended on December 31, 2018, from R$1283.8 million in 2017 to R$1,355.4 million in 2018. The Company’s Officers explain below the main factors which caused the variation:

Rental revenue

Rental revenue, including the straight-line effect, increased 5.1% in the fiscal year ended on December 31, 2018, from R$987.2 million in 2017 to R$1,037.7 million in 2018. This performance was driven by the organic growth of consolidated shopping, by the addition of rent of the new areas in the shopping malls delivered during 2017 and by the increase of the contribution of the commercial towers Morumbi Corporate and ParkShopping Corporate. Disregarding the effects of the linearity, which was negative 2017 and 2018, the growth of lease revenue would remain at 5.1%.

 New shopping mall:

The Company delivered in the last quarter of 2017 its 19th shopping mall, ParkShoppingCanoas, located in the city of Canoas, state of Rio Grande do Sul. The shopping mall has 48.7 thousand m² of GLA, and the Company has share of 80.0%. In 2018, the shopping mall added R$17.8 million to the lease revenue, against R$3.0 million in 2017

 Organic growth of our portfolio:

Some of the shopping malls of our portfolio stood out in 2018 in terms of revenue, such as Shopping Vila Olímpia and ParkShoppingBarigüi, both with growth of 7.8% in rental revenue, compared to 2017. Organic growth is the result mainly of changes in the mix of tenants, inflation, pre-established clauses and contract renewals.

 Expansions:

The Company developed new areas in RibeirãoShopping and Pátio Savassi, which added 9.3 thousand m² of GLA, which drove growth in the rental revenue of these shopping malls by 7.2% and 12.0%, respectively.

 Morumbi Corporate:

Morumbi Corporate, a complex with two office towers located in front of MorumbiShopping, contributed R$100.1 million to rental revenue in 2018, compared to R$93.8 million in 2017, even with a drop in the occupancy rate of 98.1% in 2017 to 97.2% in 2018.

The table below shows, as summarized above, the variation of our rental revenue by shopping mall and corporate towers for lease.

Lease revenue (R$ thousand) 2018 2017 Var.%

BH Shopping 88,213 86,742 1.7%

RibeirãoShopping 53,916 50,311 7.2%

BarraShopping 150,964 147.755 2.2%

MorumbiShopping 141.502 136,921 3.3%

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ParkShopping 62,120 58,989 5.3%

DiamondMall 48,518 47,454 2.2%

New York City Center 9,633 9,468 1,7%

Shopping AnáliaFranco 30,745 29,877 2.9%

ParkShoppingBarigüi 70,615 65,524 7.8%

Pátio Savassi 36,131 32,270 12.0%

Shopping Santa Úrsula 1,867 1,648 13.3%

BarraShoppingSul 54,254 56,173 (3.4%)

Shopping Vila Olímpia 22,128 20,534 7.8%

ParkShoppingSãoCaetano 48,064 46,168 4.1%

JundiaíShopping 33,412 33,258 0.5%

ParkShoppingCampoGrande 36,217 35,569 1,8%

VillageMall 32,747 33,085 (1.0%)

ParkShopping Canoas 17,766 2,997 492.8%

Morumbi Corporate 100,063 93,832 6.6%

ParkShopping Corporate 1,836 1,511 21.5%

Subtotal 1,040,711 990,086 5.1%

Straight-line effect (3,009) (2,897) 3.9%

Total 1,037,702 987,189 5,1%

Revenue from services

Revenue from services presented an increase of 10.7% in the fiscal year ended on December 31, 2018, from R$100.6 million in 2017 to R$111.4 million in 2018. The Company’s Officers consider that this variation was due mainly (i) to non-recurrent revenue related to the management of marketing campaigns, (ii) revenues from brokerage and (iii) to the effect to increase of NOI, whose consequence was greater revenues with administration fees.

Revenue from parking

Parking revenue grew 10.9% in the fiscal year ended on December 31, 2018, from R$185.4 million in 2017 to R$205.5 million in 2018. The Company’s Officers consider that this variation was due to the tariff increase in 15 shopping malls in January 2018. Revenue from Key money

The revenue from assignment of rights presented a reduction in the fiscal year ended on December 31, 2018, from R$5.4 million in 2017 to a negative result of R$10.0 million in 2018. The Company’s Officers consider that this variation was due mainly to (i) ceasing from recognizing the revenue of part of the shopping malls inaugurated in 2012, during 2017 and to the (ii) recognition of costs resulting from the opening of shopkeeper or tenants, including ParkShopping Canoas and the commercial towers of Morumbi Corporate.

Revenue from the sale of real estate

The revenue from the sale of real estate increased from negative result of R$0.7 million in 2017 to positive result of R$2.3 million in 2018. The Company’s Officers consider that this variation was due to the sale of 27 commercial units during the year, partially offset by contractual dissolutions.

Taxes and contributions on sales and services provided

Taxes and contributions on sales and services provided presented a reduction of 1.0% in the fiscal year ended on December 31, 2018, from R$127.5 million in 2017 to R$126.2 million in 2018.

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Operating costs

Costs of services provided and properties sold

The costs of services provided and real properties sold presented an increase of 2.1% in the fiscal year ended on December 31, 2018, from R$273.3 million in 2017 to R$278.9 million in 2018. The Company’s Officers consider that this variation was due mainly (i) to the increase in costs with depreciation, being partially counterbalanced (ii) by the fall in costs with shopping mall, detailed below:

 Cost of properties sold

The costs of the properties sold presented a fall of 97.7% in the fiscal year ended on December 31, 2018, from a positive reversion of R$6.3 million in 2017 to a reversion of R$0.7 million in 2018. The Company’s Officers consider that this fall was due mainly to dissolution of contracts in 2017, in larger volume than those occurred in 2018.

 Depreciations and amortizations of operating assets

Depreciations and amortizations presented an increase of 9.7% in the fiscal year ended on December 31, 2018, from R$169.5 million in 2017 to R$186.0 million in 2018. As a percentage of net operating revenue, depreciations and amortizations presented an increase, from 14.7% in 2017 to 15.1% in 2018. The Company’s Officers consider that this variation in the amount of depreciations and amortizations was due mainly to the greater value of the balance of investment properties in 2018, which was R$46.9 million above the balance of investment properties on December 31, 2017, as a result of the volume of additions of investments being greater than the values of depreciation reductions in the period.

 Operating costs of shopping malls

Operating costs of shopping malls presented a decrease of 15.5% in the fiscal year ended on December 31, 2018, from R$110.2 million in 2017 to R$93.1 million in 2018. As a percentage of net operating revenue, operating costs of shopping malls fell from 9.5% in 2017 to 7.6% in 2018. The Company’s Officers consider that this variation was due mainly to lower marketing costs.

Operating expenses

Administrative expenses – headquarters

Administrative expenses with headquarters increased by 11.6% in the fiscal year ended on December 31, 2018, from R$130.3 million in 2017 to R$145.5 million in 2018. The Company’s Officers consider that this variation was due mainly (i) to new hiring in the digital innovation team, (ii) the creation of the Fiscal Council and (iii) greater travel expenses. As a percentage of net operating revenue, the administrative expenses with headquarters rose from 11.3% in 2017 to 11.8% in 2018, given the increase of 6.3% of net operating revenue in 2018, coupled with the above-mentioned drop in expenses.

Administrative expenses – properties

Administrative expenses with properties presented a reduction of 4.0% in the fiscal year ended on December 31, 2018, from R$30.9 million in 2017 to R$29.7 million in 2017. As a percentage of net operating revenue, administrative expenses with properties fell from 2.7% in 2017 to 2.4% in 2018. The Company’s Officers consider that this variation was due mainly to the (i) drop in expenses with marketing and parking, being partially offset by the (ii) increase of expenses with provisions for delinquency and with charges on vacant stores during the year.

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Expenses with projects for l1ease

Expenses with projects for lease presented a fall of 48.2% in the fiscal year ended on December 31, 2018, from R$21.2 million in 2017 to R$11.0 million in 2018. As a percentage of net operating revenue, expenses with projects for lease fell from 1.8% in 2017 to 0.9% in 2018. The Company’s Officers consider that this variation was due mainly to (i) marketing events and expenses with the inauguration of ParkShopping Canoas, with Expansion II of Pátio Savassi and with the first phase of Expansion I of VillageMall, which occurred in 2017.

Expenses with projects for sale

Expenses with projects for sale increased 40.9% in the fiscal year ended on December 31, 2018, from R$5.8 million in 2017 to R$8.2 million in 2018. As a percentage of net operating revenue, expenses with projects for sale increased, from 0.5% in 2017 to 0.7% in 2018. The Company’s Officers consider that this variation was due mainly to brokerage fees and IPTU [Property and Urban Tax] of the Company’s base of plots of land.

Share-based compensation expenses

Expenses with stock options based remuneration fell 83.1% in the fiscal year ended on December 31, 2018, from R$44.9 million in 2017 to R$7.6 million in 2018. As a percentage of net operating revenue, the stock options based remuneration fell from 3.9% in 2017 to 0.6% in 2018. The Company’s Officers consider that this variation was due mainly (i) to the linear appropriation of remuneration plans and (ii) the slight increase of 2.9% in the price of the share in 2018, against valuation of 19.4% in 2017.

Depreciations and amortizations (headquarters)

The line of depreciations and amortizations presented an increase of 29.9% in the fiscal year ended on December 31, 2018, from R$12.9 million in 2017 to R$16.8 million in 2018. As a percentage of net operating revenue, depreciations and amortizations rose from 1.1% in 2017 to 1.4% in 2018.

Other operating revenues (expenses), net

The line other operating revenues (expenses), net, presented expense of R$3.0 million in the fiscal year ended on December 31, 2018, compared to expense of R$7.3 million in 2017. As a percentage of net operating revenue, other operating revenues (expenses), net, fell from an expense equivalent to 0.6% of net operating revenue in 2017, to an expense equivalent to 0.2% in 2018. The Company’s Officers consider that this variation was due mainly (i) to the non-recurrent positive impact of R$9.4 million related to earnings received by the Company with the settlement of a lawsuit in 2017.

Net financial income

Net financial income presented negative balance, with a drop of 28.1% in the fiscal year ended on December 31, 2018 compared to the same period of 2017, from a negative balance of R$197.1 million in 2017 to negative balance of R$141.6 million in 2018. The Company’s Officers consider that this variation was due mainly (i) to lower earnings on financial investments, as a result of the fall in the balance of cash and cash equivalents and financial investments in the fiscal year ended on December 31, 2018, from a balance of R$896.0 million in 2017 to R$855.8 million in 2018, and (ii) a higher balance of total indebtedness, from R$2,797.4 million in 2017 to R$2,836.4 million in 2018, comprised of loans and financings, obligations for acquisition of property and debentures. Additionally, with the SELIC rate decreasing from 7.0% p.a. at the end of December 2017 to 6.5% p.a. at the end of December 2018, the average weighted cost of the Company’s debt fell from 8.24% p.a. to 7.62% p.a., reducing the expense/financial cost.

Net profit of the period

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As a result of the reasons described above, the net profit of the period presented an increase of 27.7% in the fiscal year ended on December 31, 2018, from R$368.5 million in 2017 to R$470.6 million in 2018. The Company’s Officers consider that this variation was due mainly (i) to the increase of the net operating revenue, driven mainly by the increase of 5.1% in the rental revenue (including the linearity), (ii) of the drop in administrative expenses – properties and lease projects and (iii) by the reduction in the net financial income. As a percentage of net operating revenue, the net profit of the period presented growth from 31.9% in 2017 to 38.3% in 2018.

Cash flow

Fiscal year ended on December 31,

2019 2018 2017 2019x2018 2018x2017

(in thousands of R$, except %)

Net cash generated by (invested in) operating activities s 961,448 853,029 714,820 12,7% 19,3%

Net cash generated by (invested in) investment activities (854,982) (344,687) (863,795) 148,0% (60,1%)

Net cash generated by (invested in) financing activities (108,867) (509,264) 83,114 (78,6%) (712,7%)

Cash flow (2,401) (922) (65,861) 160,4% (98,6%)

Cash and cash equivalents at the beginning of the period 38,864 39,786 105,647 -2,3% -62,3%

Cash and cash equivalents at the end of the period 36,463 38,864 39,786 -6,2% -2,3%

Analysis of cash flow in the fiscal year ended on December 31, 2019

In the fiscal year ended on December 31, 2019, we presented a reduction of R$2.4 million in the balance of cash and cash equivalents, resulting from (i) an increase of R$961.4 million in the cash generated from operating activities, (ii) a reduction of R$855.0 million in cash invested in investment activities, and (iii) a reduction of R$108.9 million in cash generated in financing activities.

Operating Activities

In 2019, net cash generated by operating activities increased by 12.7%, or R$108.4 million, from R$853.0 million in 2018 to R$961.4 million in 2019, mainly due to (i) the increase in the balance of accounts payable on December 31, 2019 compared to December 31, 2018, with a net effect of R$38.6 million, (ii) a smaller investment of funds in land and properties to be sold in 2018 compared to 2019, with a net effect of R$16.9 million, and (iii) a smaller amount of funds destined for judicial deposits in 2018 compared to 2019, with a net effect of R$7.3 million.

Investment Activities

In 2019, net cash invested in investment activities had a cash outflow of R$854.9 million, mainly composed of (i) additions in investment properties of R$ 720.8 million, principally due to the acquisition of a minority interest in BHShopping (R$330.0 million) in the first half of 2019 and (ii) additional financial investments of R$54.6 million.

Financing Activities

In 2019, the cash flow generated from financing activities showed a cash outflow of R$108.9 million, mainly composed of (i) amortization of loan principal, financing and debentures of R$387.0 million and (ii) payment of interest on equity of R$225.3 million, partially offset, mainly, by (iii) borrowing, financing and debentures of R$668.9 million.

In 2019, the main sources of funding for loans, financing and debentures were (i) the release of funds for the construction of ParkJacarepaguá in the amount of R$ 332.5 million and (ii) funds obtained by

Management Proposal Annual and Extraordinary General Meetings 2020

the Company in the 7th issue of primary private distribution debentures, with net funds in the amount of R$348.8 million, fully released in 2019. After this issue, the total debt indexed to the CDI was 80.4% at the end of December 2019. With the SELIC rate decreasing from 6.5% p.a. at the end of December 2018 to 4.5% p.a. at the end of December 2019, the weighted average cost of the Company's debt decreased from 7.62% p.a. to 5.35% a.a.

Analysis of cash flow in the fiscal year ended on December 31, 2018

In the fiscal year ended on December 31, 2018, we presented a reduction of R$0.9 million in the balance of cash and cash equivalents, resulting from (i) an increase of R$853.0 million in the cash generated in operating activities, (ii) a reduction of R$344.7 million in the cash invested in investment activities, and (iii) a reduction of R$509.3 million in the cash generated in financing activities.

Operating activities

In 2018, the net cash generated by operating activities presented an increase of 19.3%, or R$138.2 million, from R$714.8 million in 2017 to R$853.0 million in 2018, especially as a result of (i) the increase of R$59.8 million on December 31, 2018 in net profit before taxes adjusted by non-cash items, (ii) from the increase in generation due to a reduction of R$37.6 million on December 31, 2017 to R$1.3 million on December 31, 2018 in the volume de funds applied in obligations for the acquisition of property and (iii) from an increase in generation due to the increase of R$18.1 million in the balance of accounts payable in 2018.

Investment Activities

In 2018, the net cash invested in investment activities presented an outflow of cash of R$344.7 million, comprised mainly of (i) additions in investment properties of R$293.1 million and (ii) additions in property, plant and equipment of R$60.9 million.

Financing activities

In 2018, the cash flow generated in financing activities presented an outflow of cash of R$509.3 million, comprised mainly of (i) funding of loans, financings and debentures of R$298.5 million, which was counterbalanced, especially by (ii) payment of the principal of loans and financings of R$235.7 million, (iii) payment of interest and charges of loans, financings and debentures of R$205.3 million, and (iv) payment of dividends and interest on shareholders’ equity of R$301.1 million.

In 2018, the main sources of funding of loans, financings and debentures were (i) the release of funds for the construction of ParkShoppingCanoas in the amount of R$80.2 million and (ii) funds obtained by the Company in the 6th issue for private primary distribution of debentures, with net funds in the amount of R$298.5 million, released in full in 2018. After this issue, the total debt indexed to CDI remained at 66.3% at the end of December, 2018. With the SELIC rate decreasing from 7.0% p.a. at the end of December 2017 to 6.5% p.a. at the end of December 2018, the average weighted cost of the Company’s debt dropped from 8.24% p.a. to 7.62% p.a.

Analysis of cash flow in the fiscal year ended on December 31, 2017

In the fiscal year ended on December 31, 2017, we presented the reduction of R$65.9 million in the balance of cash and cash equivalents resulting from (i) an increase of R$714.8 million in the cash generated in operating activities, (ii) a reduction of R$863.8 million in the cash invested in investment activities, and (iii) an increase of R$83.1 million in the cash generated in financing activities.

Management Proposal Annual and Extraordinary General Meetings 2020

Operating activities

In 2017, the net cash generated by operating activities presented an increase of 9.8%, or R$63.9 million, namely R$650.9 million in 2016 to R$714.8 million in 2017, especially as a result (i) of the increase in generation due to a reduction of R$56.0 million in the balance of accounts receivable in 2017 and (ii) from the increase in generation due to a reduction of R$60.0 million on December 31, 2016 para R$37.6 million on December 31, 2017 in the volume of funds applied in obligations for the acquisition of property.

Investment activities

In 2017, the net cash invested in investment presented represented an outflow of cash of R$863.8 million, comprised mainly of (i) additions in investment properties of R$361.9 million and (ii) additions of R$494.5 million in short-term financial investments in the same period.

Financing activities

In 2017, the cash flow generated in financing activities presented an inflow of cash of R$83.1 million, comprised mainly of (i) increase of the Company’s capital stock by private subscription in the amount of R$600.0 million, by the issue of 10,256,411 common shares at the price of issue of R$58.50 per share and (ii) obtaining of loans, financings and debentures of R$374.1 million, being partially counterbalanced, especially by (iii) payment of the principal of loans and financings of R$538.7 million, (iv) payment of interest and charges of loans, financings, and debentures of R$281.7 million, and (v) payment of dividends and interest on shareholders’ equity of R$81.3 million.

In 2017, the main sources to obtain loans, financing and debentures were (i) the release of funds for the construction of ParkShoppingCanoas in the amount of R$80.2 million, (ii) increase of capital stock in the amount of R$600.0 million and (iii) funds obtained by the Company in the 5th issue for private primary distribution of debentures, with net funds in the amount of R$293.9 million, fully released in 2017. After this issue, the total debt indexed to CDI was at 62.3% at the end of December 2017. With the SELIC rate decreasing from 13.75% p.a. at the end of December 2016 to 7.0% p.a. at the end of December 2017, the average weighted costs of the Company’s debt decreased from 13.18% p.a. to 8.24% p.a.

10.2 – Comment by the Officers with respect to the operating and financial income

(a) income from transactions of the Company

(i) description of any important components of the revenue

Our main revenues come from activities of development, management and property of shopping malls and from the development of multiuse real estate projects for sale and/or lease in the surroundings of the Company’s shopping malls.

The Company’s Officers consider that the Company’s main operating revenue in the fiscal years ended on December 31, 2019, 2018 and 2017, is basically rental revenue. In the fiscal years ended on December 31, 2019, 2018 and 2017, the rental revenue totaled R$1,100.9, R$1,037.7 million and R$987.2 million, respectively.

Management Proposal Annual and Extraordinary General Meetings 2020

The table below shows the contribution of each activity to our total consolidated revenue in the fiscal years ended on December 31, 2019, 2018 and 2017, with vertical analysis relative to the percentage of the net operating revenue:

Fiscal year ended on December 31,

2019 AV 2018 AV 2017 AV 2018 x 2017 2018 x 2017

(in thousands of reais)

Gross operating revenue from 1.435.037 109.9% 1.355.381 110.3% 1.283.835 111.0% 5.9% 5.6% sales and services provided

Rental 1.100.886 84.3% 1.037.702 84.4% 987.189 85.4% 6.1% 5.1%

Parking 219.282 16.8% 205.548 16.7% 185.420 16.0% 6.7% 10.9%

Services 115.127 8.8% 111.421 9.1% 100.635 8.7% 3.3% 10.7%

Key money (11.736) (0.9%) (10.029) (0.8%) 5.448 0.5% 17.0% (284.1%)

Real state for sale 1.808 0.1% 2.345 0.2% (712) (0.1%) (22.9%) (429.4%)

Others 9.670 0.7% 8.394 0.7% 5.855 0.5% 15.2% 43.4%

Taxes and contributions on sales (129.450) (9.9%) (126.239) (10.3%) (127.456) (11.0%) 2.5% (1.0%) and services provided

Net operating revenue 1.305.587 100.0% 1.229.142 100.0% 1.156.379 100.0% 6.2% 6.3%

Shopping malls and Commercial towers

In the segment of shopping malls and commercial towers, our revenues come mainly from:

 rental revenue of shopping malls: lease of stores and spaces in the shopping malls through lease agreements, in their majority, indexed to the General Price Index/Internal Availability IGP-DI, with standard time of five years, in which the rent value is calculated from the highest among (a) a minimum rent, in market values, and/or (b) a rent calculated by the application of a percentage over the total sales of the tenant’s. There is also, in most contract, the collection of a thirteenth rent in December. Our rental revenue comprises also the lease of kiosks and spaces in the corridors and parking lots of the shopping malls to exhibit media and for merchandising;

 rental revenue from commercial towers: lease of offices and corporate slabs in the real estate buildings for rent , by contracts indexed to the General Market Price Index/IGP-M, with standard term of five or more years.

 key money: the amount paid by the shopkeeper, net of inverted goodwill, for the right to enjoy the technical/commercial structure of the shopping mall, for the lease term of his store; and

 parking: collection of fee for the use of the parking lot of vehicles in the shopping malls and commercial towers for lease.

Real Estate

In the segment of commercial and residential real estate development, our revenues come from the commercialization of the units.

Management and others

Our revenues arising from the provision of services to shopping malls come mainly from:

 transfer fee, charged based on the monthly rent of the store, when the advisory service of real estate brokerage is provided to stakeholders;

Management Proposal Annual and Extraordinary General Meetings 2020

 administration fee of the shopping malls paid by the owners of the shopping mall, calculated mostly through a percentage which accrues on asset’s net operating income;

 administration fee of shopping malls for tenants, including (i) building condominium rates, calculated as a percentage of the total condominium expenses; and (ii) Tenants’ association fee, calculated as a percentage of the totals expenses with the promotion fund. The promotion fund is a fund constituted by the tenants’ associations of the shopping malls whose objective is to pay for the cost of expenses with promotions, publicity and marketing in the asset.

 lease/brokerage fees charged from the owners, as a percentage of the rental agreement, key money, kiosks and merchandising and real estate traded.

(ii) factors which materially affect operating income

According to the Company’s Officers, the factors which materially affected their operating income can be summarized as follows:

2019

 Consolidation and organic growth of our portfolio: some of the shopping centers in our portfolio were particularly notable in 2019 in terms of revenue growth, such as Shopping Santa Úrsula, whose rental revenue grew 14.6% and ParkShoppingCanoas, whose rental revenue was up 13.7% compared to 2018. In terms of contribution to rental revenue, MorumbiShopping contributed R$151.3 million in 2019 against R$141.5 million in 2018, and BarraShopping contributed R$159.6 million in 2019 against R$150.9 million in 2018.

 Morumbi Corporate: Morumbi Corporate, a complex with two office towers located in front of MorumbiShopping, contributed R$93.5 million to rental revenue in 2019, compared to R$100.1 million in 2018, reflecting the decline in the occupancy rate from 97.2% in 2018 to 94.5% in 2019.

 Acquisitions: an increased stake in BH Shopping, through the acquisition of an additional 20.0% interest, raising its own GLA by 9,500 m² and contributing to the increase in the shopping center's revenues, with rental revenue up by 28.5% in 2019 compared to 2018.

 Parking: parking revenue grew 6.7% in the fiscal year ending December 31, 2019, from R$ 205.5 million in 2018 to R$219.3 million in 2019, mainly due to the increase in parking fees in some shopping centers, the increase in participation in BH Shopping and the increase in vehicles flows.

 Administrative expenses – properties: increased by 136.4% in the fiscal year ending December 31, 2019, from R$29.7 million in 2018 to R$70.2 million in 2018, mainly due to (i) increased expenses with rent default provisions and (ii) acquisition of an additional 20% interest in BH Shopping.

2018

 Consolidation and organic growth of our portfolio: some of the shopping malls of our portfolio stood out in 2018 in terms of revenue, such as Shopping Santa Úrsula, whose rental revenue

Management Proposal Annual and Extraordinary General Meetings 2020

grew 13.3% and Pátio Savassi, whose rental revenue grew 12.0% in comparison with 2017.

 Morumbi Corporate: located in the city of São Paulo, state of São Paulo, the asset with GLA of 74,2 thousand m² presented on December 31, 2018 97,2% of leased area. Morumbi Corporate contributed with R$100.1 million to the lease revenue in 2018 versus R$93.8 million in 2017;

 Parking: The tariff increase in 15 shopping malls in January 2018 grew parking revenue by 10.9%, from R$185.4 million in 2017 to R$205.5 million in 2018.

 Reduction of R$37.3 million in share- based compensation expenses due to linear appropriation of remuneration plans and of the slight increase of 2.9% in the share price in the period, compared to valuation of 19.4% in 2017.

2017

 Acquisition of stake in shopping mall: during the first quarter of 2017, the Company acquired 9.3% of additional stake in ParkShoppingBarigüi. In addition to the organic growth of the shopping mall, the acquisition contributed to the 18.3%growth on the rental revenue in the year. The Company’s stake in the shopping mall increased from 84.0% to 93.3%. Additionally, at the end of 2016, the Company acquired additional participation in BarraShopping and MorumbiShopping, increasing the Company’s stake in BarraShopping from 51.1% to 65.8% and in MorumbiShopping from 65.8% to 73.7%.

 Consolidation and organic growth of our portfolio: some of the shopping malls of our portfolio stood out in 2017 in terms of revenue, such as Shopping Vila Olímpia, whose rental revenue grew 10.5% and JundiaíShopping, whose rental revenue grew 10.0% in comparison to 2016.

 Morumbi Corporate: the evolution of the lease process contributed with additional R$10.0 million to the rental revenue, in addition to the end of the grace period of some contracts. Morumbi Corporate recorded 98.1% of the leased area on December 31, 2017.

 Investments in new projects: the delivery of projects in 2017 and the investments in future projects led to a project for lease expense in the amount of R$21,2 million in 2017, intended for marketing events and expenses on the inauguration of ParkShopping Canoas, Expansion II of Pátio Savassi and the first phase of Expansion I of VillageMall, the beginning of the construction works of Park Jacarepaguá and to investments in other expansion projects which are being developed.

 Increase of 230.2% in share-based compensation on stock options due to the impact of the increase in share price in the period in the valuation of the fair value of the Remuneration Programs Based on Stock Price Variations (Phantom Stock Options).

(b) variations of revenues attributable to modification of prices, exchange rates, inflation, alterations of volume and introduction of new products and services

In the opinion of the Officers, the variations of revenues in each fiscal year can be attributed as follows:

2019

Management Proposal Annual and Extraordinary General Meetings 2020

 Volume: in 2019, the Company's own GLA grew by 10,600 m² compared to 2018, referring to acquisitions of minority interests and adjustments to areas.

 Price variation: according to the management metric for evaluating the variation of store rent that has existed for more than a year in the shopping center portfolio, referred to by the English acronym “SSR” (Same Store Rent), the nominal growth of store rent existing for more than a year was 8.7% and the real growth on the effect of the IGP-DI readjustment was 1.8% in 2019.

2018

 Volume: in 2018 GLA of the Company kept stable in comparison with 2017.

 Price variation: according to the management metrics of valuation of the variation of the rent of existing stores for more than one year in the portfolio of shopping malls, referred to by the English acronym “SSR” (Same Store Rent), the nominal growth of rent of the existing stores for over one year was 4.4% and the real growth on the IGP-DI adjustment effect was 2.5% in 2018.

2017

 Volume: in 2017 the GLA of the Company grew 52.9 thousand m², in connection with the inauguration of a new shopping mall, the 19th of the Company, acquisition of minority interest, expansions, adjustments of stores and revision of areas.

 Price variation: in accordance with the management metrics of assessment of the variation of the rent of stores existing for more than one year in the portfolio of shopping malls, referred to as the acronym “SSR” (Same Store Rent), the nominal growth nominal of the rental of stores existing for over one year was 7.1% and the real growth on the IGP-DI adjustment effect was 0.6% in 2017.

(c) impact of inflation, variation of prices of the main inputs and products, exchange and interest rate in the operating income and financial income of the Company, when relevant

The Company’s Officers believe that the Company’s financial performance and its controlled companies may be affected by inflation measured by IGP-DI (published by Fundação Getúlio Vargas), by the real increase in the rents stipulated in contract, and by the volume of gross leasable area (GLA) available for lease

The Officers estimate that each of these factors influenced the price and volume of the Company’s leases as follows:

2019

 Inflation: the IGP-DI index recorded an increase of 7.7% in 2019, and the Company estimates an effect of this index on its rental agreements at 6.7% (effect of annual adjustment of the IGP- DI in the same period).

 Foreign exchange: all the Company’s revenues are in local currency, and does not have foreign currency loans and financing.

Management Proposal Annual and Extraordinary General Meetings 2020

 Interest rates: in 2019, the share of debt linked to the CDI increased from 66.3% in 2018 to 80.4% in 2019, while that of the TR fell from 32.1% in 2018 to 18.3% in 2019. Throughout 2019, reductions occurred in the main debt indexes, including the prime interest rate (Selic). In 2019, the prime interest rate (Selic) was reduced from 6.5% per year on December 31, 2018 to 4.5% per year on December 31, 2019, and the TR was maintained at 0.0% in the twelve months ending on December 31, 2018 and 2019. These variations resulted in a reduction in the cost of raising funds from third parties, including loans and financing, obligations for the acquisition of assets and debentures, and consequently a reduction in the cost of its financial expenses.

2018

 Inflation: the IGP-DI index recorded a 7.10% increase in 2018, and the Company estimates an effect of this index on its rental agreements of 1.9% (effect of annual adjustment of IGP-DI in the same period).

 Foreign Exchange: the Company has all its revenues in local currency and does not have loans and financings in foreign currency.

Interest rates: in 2018, the participation of debts tied to the CDI increased from 62.3% in 2017 for 66.3% in 2018, while that of the TR fell from 35.2% in 2017 to 32.1% in 2018. During 2018, there were reductions in the main debt indexers, including the basic interest rate Selic), the TR (referential rate) and the TJLP ("Taxa de Juros de Longo Prazo" - long term interest rate of BNDES). In 2018 the basic interest rate (Selic) was reduced from 7.0% per annum on December 31, 2017 to 6.5% per annum on December 31, 2018, and the TR was reduced from 0.6% in the last twelve months ended on December 31, 2017 to zero in the last twelve months ended on December 31, 2018. These variations resulted in a reduction in the cost of obtaining funding from third parties, including loans and financings, obligations for acquisition of property and debentures, and, consequently, a reduction in the cost of its financial expenses.

2017

 Inflation: the IGP-DI recorded a fall of 0.4% in 2017, and the Company estimates an effect of this index on its rental agreements of 6.5% (annual readjustment index of the IGP-DI in the same period).

 Foreign exchange the Company has all its revenue in local currency, and does not have loans and financings in foreign currency.

 Interest rates: in 2017, the participation of debts tied to the CDI fell from 62.7% in 2016 to 62.3% in 2017, while the TR increased from 33.0% in 2016 to 35.2% in 2017. During 2017, there were reductions in the main debt indexers, including the basic interest rate (Selic), the TR (referential rate) and the TJLP (long-term interest rate of BNDES). In 2017 the Selic fell from 13.75% per year on December 31, 2016 to 7.0% per year on December 31, 2017, and the TR was reduced from 2.01% in the last twelve months ended on December 31, 2016 to 0.60% in the last twelve months ended on December 31, 2017. These variations resulted in a reduction in the cost of obtaining funds from third parties, including loans and financings, obligations for acquisition of property and debentures, and, consequently, a reduction in the cost of its financial expenses.

Management Proposal Annual and Extraordinary General Meetings 2020

10.3 - Events with relevant effects, occurred and expected, in the financial statements

(a) introduction or disposal of operating segment

The Officers clarify that the Company did not introduce or dispose of any operating segment to its activities with relevant effects in the Company’s financial statements.

(b) constitution, acquisition or disposal of corporate interest

The Officers clarify that the Company did not make any operations of constitution, acquisition or disposal of corporate interest with relevant effects in the Company’s financial statements.

There were no unusual events or operations with relevant effects, occurred or expected, in the Company’s financial statements.

10.4 – Material changes in the accounting practices – Qualifications and emphases in the auditor’s opinion

(a) material changes in the accounting practices

(a.1) Principal accounting policies adopted in the financial statements

The Company adopted, for the first time on January 1, 2019, IFRS 16/CPC 06 (R2) - Leasing Operations and IFRIC 23 / ICPC 22 - Uncertainty about the Treatment of Taxes on Profit.

IFRS 16/CPC 06 (R2) - Leasing Operations, issued by the CPC is equivalent to the international standard IFRS 16 - Leases, issued in January 2016 to replace the previous version of said standard (CPC 06 (R1), equivalent to international standard IAS 17), being mandatory for annual periods beginning on or after January 1, 2019.

The new standard allows for two methods of transition: (i) full retrospective and (ii) a modified retrospective with the cumulative effect of the initial investment recognized as an adjustment to the opening balance of retained earnings on the date of initial adoption, whereby the liability for Lease is measured based on the remaining contractual payments discounted at the incremental loan rate on the date of initial adoption, and the asset for the right to use equal to that liability, since there are no prepayments or provisions. The Company chose to adopt the modified retrospective method and, therefore, was not required to restate comparative balances prior to the year presented.

There was no impact with respect to IFRIC 23.

(a.2) New or revised pronouncements applied for the first time in 2019

Management Proposal Annual and Extraordinary General Meetings 2020

The Company applied for the first time certain changes to the standards in force for annual periods beginning on January 1, 2019 or after this date. The Company decided not to adopt in advance any other standard, interpretation or amendment that has been issued but not yet in force.

other standard, interpretation or amendment that has been issued but not yet in force.

(i) ICPC 22 - Uncertainty about the treatment of taxes on profit

Interpretation (equivalent to IFRIC 23 Interpretation) deals with the accounting of taxes on profit in cases where tax treatments involve uncertainty that affects the application of IAS 12 (CPC 32) and does not apply to taxes outside the scope of IAS 12 nor specifically includes the requirements for interest and fines associated with uncertain tax treatment. This Interpretation specifically addresses the following: (a) whether the entity considers uncertain tax treatments separately; (b) the assumptions that the entity makes regarding the examination of tax treatments by tax authorities; (c) how the entity determines taxable income (tax loss), calculation bases, unused tax losses, untimely tax credits and tax rates; (d) how the entity considers changes in facts and circumstances.

The Company may decide whether it considers each tax treatment uncertain separately or together with one or more uncertain tax treatments and considers the approach that best provides for the resolution of the uncertainty.

The Company applies significant judgment in identifying uncertainties about income tax treatments. The Company evaluated whether the Interpretation had an impact on its individual and consolidated financial statements.

(ii) CPC 48: Prepayment features with negative compensation

In accordance with CPC 48 (IFRS 9), a debt instrument can be measured at amortized cost or at fair value through other comprehensive income, provided that the contractual cash flows are ‘solely payments of principal and interest on the principal amount outstanding’ (the SPPI criterion) and the instrument is held within the appropriate business model for that classification. The amendments to CPC 48 clarify that a financial asset passes the SPPI criterion regardless of the event or circumstance that causes the early termination of the contract and irrespective of which party pays or receives reasonable compensation for the early termination of the contract.

(iii) CPC 33 (R1): Plan amendment, curtailment and settlement

Amendments to CPC 33 (R1) address the accounting when a plan amendment, curtailment or settlement occurs during a reporting period. The amendments specify that when there is a change, reduction or settlement of the plan during the annual period covered in the financial statements, the entity must determine the cost of the current service for the remaining period after the change, reduction or settlement of the plan, using the actuarial assumptions used to revaluate the net defined benefit liability (asset), reflecting the benefits offered by the plan and the plan assets after that event. The entity also must calculate the net interest for the remaining period after alteration, reduction or settlement of the plan, using the net defined benefit liability (assets) reflecting the benefits offered by the plan and the plan assets after that event, as well as the rate discount used to revaluate this net defined benefit liability (asset).

The changes had no impact on the Company's individual and consolidated financial statements, since there were no changes, restrictions or settlements in the plan during the period.

Management Proposal Annual and Extraordinary General Meetings 2020

(iv) CPC 18 (R2) - Investment in Associated Companies, in Subsidiary and Joint Ventures

The amendments clarify that an entity that is a venture capital organization, or other qualifying entity, may elect, at initial recognition on an investment-by-investment basis, to measure its investments in associates and joint ventures at fair value through profit or loss. If an entity that is not itself an investment entity, has an interest in an associate or joint venture that is an investment entity, then it may, when applying the equity method, elect to retain the fair value measurement applied by that investment entity associate or joint venture to the investment entity associate’s or joint venture’s interests in subsidiaries. This election is made separately for each investment entity associate or joint venture, at the later of the date on which: (a) the investment entity associate or joint venture is initially recognized; (b) the associate or joint venture becomes an investment entity; and (c) the investment entity associate or joint venture first becomes a parent. These amendments have no impact on the Company’s consolidated financial statements.

These changes had no impact on the individual and consolidated financial statements, since the Group does not hold long-term interests in its associated or in jointly controlled projects.

(ii) CPC 48 – Financial instruments

CPC 48 - Financial Instruments, equivalent to IFRS 9, supersedes CPC 38 (equivalent to IAS 39) for annual periods beginning on or after January 1, 2018, bringing together all three aspects of the accounting for financial instruments: classification and measurement; impairment; and hedge accounting. The Company concluded that the changes introduced by this pronouncement did not significantly impact its financial statements.

(iii) Interpretation ICPC 21 - Foreign currency transactions and advance consideration

The Interpretation, equivalent to IFRIC 22, clarifies that in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the date of the transactions for each payment or receipt of advance consideration. This interpretation has no impact on the Company’s consolidated financial statements.

(iV) Amendments to CPC 28 – Transfers of investment property

The amendments clarify when an entity should transfer property, including property under construction or development into, or out of investment property. The amendments state that a change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. A mere change in management’s intentions for the use of a property does not provide evidence of a change in use. These amendments have no impact on the Company’s consolidated financial statements.

(v) Amendments to CPC 10(R1) – Share-based payment transactions

The Brazilian FASB (CPC) issue amendments to CPC 10 (R1) that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction;

Management Proposal Annual and Extraordinary General Meetings 2020

the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled. On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if elected for all three amendments and other criteria are met. The Company’s accounting policy for cash-settled share-based payments is consistent with the approach clarified in the amendments. In addition, the Company has no share-based payment transaction with net settlement features for withholding tax obligations and had not made any modifications to the terms and conditions of its share-based payment transaction Therefore, these amendments do not have any impact on the Company’s consolidated financial statements.

(vi) Amendments to CPC 11 on application of CPC 38

The amendments address concerns arising from implementing the new financial instruments standard, CPC 48, before implementing IFRS 17 - Insurance Contracts (not yet published by CPC), which supersedes CPC 11. The amendments introduce two options for entities issuing insurance contracts: a temporary exemption from applying CPC 48 and an overlay approach. These amendments are not significant to the Company.

(iv) Amendments to CPC 18(R2) – Investment in associate, in subsidiary and joint venture

These amendments clarify that an entity applies CPC 48 to long-term interests in an associate or joint venture to which the equity method is not applied but that, in substance, form part of the net investment in the associate or joint venture (long-term interests). This clarification is relevant because it implies that the expected credit loss model in CPC 48 applies to such long-term interests.

The amendments also clarified that, in applying CPC 48, an entity does not take account of any losses of the associate or joint venture, or any impairment losses on the net investment, recognized as adjustments to the net investment in the associate or joint venture that arise from applying CPC 18 (R2).

These changes had no impact on the individual and consolidated financial statements, since the Group does not hold long-term interests in its associated or in jointly controlled projects.

(v) CPC 15 (R1) – Business combinations

The amendments clarify that, when an entity obtains control of a business that is a joint operation, it applies the requirements for a business combination achieved in stages, including remeasuring previously held interests in the assets and liabilities of the joint operation at fair value. In doing so, the acquirer remeasures its entire previously held interest in the joint operation.

The entity applies these changes to business combinations for which the acquisition date occurs from the beginning of the first annual period starting on January 1, 2019. These changes had no impact on the Company's individual and consolidated financial statements, since there was no transaction in which control was obtained in a business that was a joint operation.

(vi) CPC 19 (R2) - Joint Arrangements

An entity that participates in, but does not have joint control of, a joint operation might obtain joint control of the joint operation in which the activity of the joint operation constitutes a business as defined

Management Proposal Annual and Extraordinary General Meetings 2020

in CPC 15 (R1). The amendments clarify that the previously held interests in that joint operation are not remeasured.

The entity applies these changes to operations whose control has been obtained from the start of the first annual period beginning on or after January 1, 2019. These changes had no impact on the Company's individual and consolidated financial statements, since there was no transaction in which joint control had been obtained.

(vii) CPC 32 – Income taxes

The amendments clarify that the income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity recognizes the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events.

The Company has applied these changes as of January 1, 2019. When an entity first applies those amendments, it applies them to the income tax consequences of dividends recognized on or after the beginning of the earliest comparative period. As the tax laws applicable in the jurisdictions in which the Group operates (primarily in Brazil) do not provide for the taxation of dividends, this change had no effect on the individual and consolidated financial statements.

(viii) CPC 20 (R1) – Borrowing costs

The amendments clarify that an entity treats as part of general borrowings any borrowing originally made to develop a qualifying asset when substantially all of the activities necessary to prepare that asset for its intended use or sale are complete.

The Company applies these changes to borrowing costs incurred from the beginning of the annual period in which the entity applies these changes for the first time. The entity applies these changes to annual periods beginning on or after January 1, 2019. As the Group's current practice is in line with these changes, there was no impact on its individual and consolidated financial statements.

(b) significant effects of the alterations in accounting practices

There was no significant impact on the financial statements resulting from new accounting practices.

In his audit report relative to the Company’s financial statements for the fiscal year ended on December 31, 2019, our auditors included a paragraph of emphasis mentioning that the consolidated financial statements were prepared in accordance with the accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS), applicable to real estate development entities in Brazil listed at CVM. Therefore, revenue recognition on contracts of purchase and sales of uncompleted real estate units, as it relates to the transfer or control aspects, follow the CVM understanding manifested through Circular Letter/CVM/SNC/SEP No. 02/18 on the application of NBC TG 47 (IFRS 15).

The Company’s Officers clarify that the emphasis paragraph only reflects that the Company is in accordance with CVM Resolution No. 612, of December 22, 2009, which approves and determines

Management Proposal Annual and Extraordinary General Meetings 2020

the use of the percentage of execution of projects to recognize the revenues and costs of the real estate undertakings under construction. Additionally, the Company’s Officers emphasize that this practice is common to all the real estate sector companies.

10.5 – Comments of the Officers on the critical accounting policies

The Company maintains the practice of revision of its accounting policies and of assessment of its estimates, in accordance with the main accounting practices adopted in Brazil, comprising those included in the corporate legislation, in the technical pronouncements and guidance issued by the Accounting Pronouncements Committee – CPC and approved by CVM.

The Company’s consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and also in accordance with the accounting practices adopted in Brazil (BRGAAP).

The Officers consider that the preparation of the individual and consolidated financial statements in accordance with the standards of IFRS and the CPC standards require that the Administration make judgments, estimates and assumptions which affect the application of accounting policies and the disclosed values of the assets, liabilities, revenues and expenses. The actual results may diverge from these estimates.

Additionally, the Officers consider that these estimates, which reflect judgments and uncertainties, may, as a result of the time of recognition and effective results, differ from the final values, and that, thus, they need to be reviewed and adjusted periodically, based on the new circumstances, and, if applicable, the new information.

Moreover, the Officers consider that certain accounting practices require the use of estimates which reflect relevant judgments and uncertainties, taking into consideration experiences from past and current events, prerequisites relative to future events, and other objective and subjective factors. These estimates, upon their liquidation, may result in values, which are significantly different from those considered in the financial statements, due to the uncertainties and imprecisions inherent to the process of their ascertainment.

The Company’s Officers consider that the main accounting estimates and assumptions used in the Company’s financial statements are described below.

Measurement at fair value of investment properties

The Company disclosed the fair value of its investment properties as required by IAS 40/CPC 28. For investment properties, an evaluation methodology based on a discounted cash flow model was used, given the absence of comparable market data due to the nature of the properties. The Company prepares these calculations internally.

Loss by decrease in recoverable value of non-financial assets

A loss for impairment occurs when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, which is the highest between the fair value less selling costs and value in use. The calculation of the net fair value of selling expenses is based on information available on sales transactions for similar assets or market prices less selling expenses. The calculation of value in use is based on the discounted cash flow model. Cash flows derive from the budget for the next five years

Management Proposal Annual and Extraordinary General Meetings 2020

and do not include reorganization activities, which the Company has not yet committed to or significant future investments that will improve the asset base of the cash generating unit subject matter of test. The recoverable value is sensitive to the discount rate used in the discounted cash flow method, as well as the future cash receipts expected and the growth rate used for extrapolation purposes.

Provision for expected credit losses for accounts receivable and contract assets

The Company uses a provision matrix to calculate Expected credit losses (ECLs) for lease receivables and key money. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns.

The provision matrix is initially based on the Company’s historical observed default rates. The Company will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecasted economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year, which can lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.

The assessment of the correlation between historical observed default rates, forecasted economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecasted economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.

Deferred tax credit realization

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. These losses relate to subsidiaries that have a history of losses, do not expire, and may not be used to offset taxable profit elsewhere in the Company. Offsetting of accumulated tax losses is limited to 30% of taxable profit generated for a given fiscal year. The subsidiaries neither have any taxable temporary difference nor any tax planning opportunities available that could partly support the recognition of these losses as deferred tax assets.

Provisions for tax, civil and labor risks

The Company recognizes a provision for tax, civil and labor claims. Assessment of the likelihood of loss includes an evaluation of available evidence, the hierarchy of laws, available case law, recent court decisions and their relevance in the legal system, as well as the opinion of internal and outside legal advisors. Provisions are reviewed and adjusted considering changes in circumstances, such as applicable statute of limitation, tax audit conclusions or additional exposures identified based on new court matters or rulings.

10.6 – Comments of the Officers on relevant items not evidenced in the financial statements

(a) assets and liabilities held by the Company, directly or indirectly, not appearing on its balance sheet (off-balance sheet items)

Management Proposal Annual and Extraordinary General Meetings 2020

The Company’s Officers clarify that the Company does not maintain any operation, contract, obligation or other types of commitments in Companies whose financial statements are not consolidated with its own or other operations capable of generating a present or future material effect, in its income or in its equity or financial condition, revenues or expenses, liquidity, investments, cash or any others not recorded in its financial statements.

(i) operating commercial leases, active or passive

The Company’s Officers clarify that there are not commercial leases, active or passive, not evidenced in its balance sheet of December 31, 2019.

(ii) receivables portfolios written off on which the entity maintains risks and responsibilities, indicating respective liabilities

The Company’s Officers clarify that there are no receivables portfolios written off, on which the entity maintains risks and responsibilities, not evidenced in the balance sheet of December 31, 2019.

(iii) contracts of future purchase and sale of products or services

The Company’s Officers clarify that there are no contracts of future purchase and sale of products and services not evidenced in the balance sheet of December 31, 2019.

(iv) contracts with incomplete construction

The Company’s Officers clarify that there are no contracts with incomplete construction not evidenced in the balance sheet of December 31, 2019.

(v) contracts of future receipts from financings

The Company’s Officers clarify that there are no contracts with future receipts from financings not evidenced in the balance sheet of December 31, 2019.

(b) other items not evidenced in the financial statements

The Officers inform that there are no other items not evidenced in Company’s financial statements relative to the fiscal year ended on December 31, 2019.

10.7 – Comments of the Officers on items not evidenced in the financial statements

(a) how such items alter or may alter revenues, expenses, operating income, financial expenses or other items from the issuer’s financial statements

The Officers inform that there are other items not evidenced in the Company’s financial statements relative to the fiscal year ended on December 31, 2019.

(b) nature and purpose of the transaction

The Officers inform that there are no other items not evidenced in the Company’s financial statements relative to the fiscal year ended on December 31, 2019.

Management Proposal Annual and Extraordinary General Meetings 2020

(c) nature and amount of the obligations assumed and of the rights generated in favor of the issuer as a result of the transaction

The Officers inform that there are no other items evidenced in the Company’s financial statements relative to the fiscal year ended on December 31, 2019.

10.8 – Comments of the Officers on the business plan

(a) investments

(i) quantitative and qualitative description of investments in progress and of estimated investments

The Officers inform that the Company currently has in its portfolio 2 (two) projects in progress

New Shopping mall

ParkJacarepaguá: the Company's 20th shopping mall is being developed in the Jacarepaguá neighborhood, in the city of Rio de Janeiro. The project will have a total GLA of approximately 39,000 m² and is being built on land of approximately 95,000 m². Multiplan will hold a 91.0% interest in ParkJacarepaguá’s revenues and bear 100% of the project's construction costs. The investment is estimated to be approximately R$ 550.0 million. Multiplan will bring ParkJacarepaguá all the convenience and functionality characteristic of its projects. The project has 249 operations, including a supermarket, a multipurpose event center, a permanent ice skating arena, 6 stadium cinema halls, a number of restaurants, as well as a large food court, an open-air park with 6,000 m² and about 2,000 parking spaces.

New Shopping Center Expansion

ParkShoppingBarigüi: announced in December 2019, an expansion to be developed at ParkShoppingBarigüi, located in Curitiba, to add approximately 15,000 m² of GLA, equivalent to 29% of the current area of the shopping center. The asset will have a new floor with 75 stores, two new VIP cinemas, a medical center with 22 specialties, new restaurants, a multipurpose convention center, and 800 new parking spaces. This will be the third and largest expansion of ParkShoppingBarigüi, with total gross investment of approximately R$250.0 million. Construction is expected to begin in 2020.

Lease Extension and Acquisition of Share

DiamondMall: announced in September 2017 and subordinated to suspensive conditions, the negotiation contemplates the extension of the lease agreement in DiamondMall for four years further, from November 2026 to November 2030, simultaneously to the acquisition of 50.1% of the property. The cost of the lease shall be reduced from the participation acquired of 50.1% at the end of the fourth year after formalization of the contract. The operation was concluded in January 2020 in the amount of R$296.8 million.

(ii) sources of financing of the investments

New Shopping Center

Management Proposal Annual and Extraordinary General Meetings 2020

For the ParkJacarepaguá project, in the Jacarepaguá neighborhood, in the city of Rio de Janeiro, in September 2019, the Company signed a private instrument opening credit for construction in the amount of R$350.0 million, with (i) TR fees plus 5.15% per year during the first 15 months and (ii) after that period, charges at 105.85% of the CDI. As of December 31, 2019, R$332.5 million had been released. The debt repayment period will begin on January 10, 2022, with 166 monthly amortization installments plus interest.

New Shopping Center Expansion

There is no financing agreement signed for the development of the third expansion of ParkShoppingBarigüi.

Extension of the Lease and Acquisition of Share

There is no financing executed for the extension of the lease and acquisition of share in DiamondMall.

(iii) relevant divestments in progress and estimated divestments

The Officers clarify that the Company does not have relevant divestments in progress and that there is no divestments estimated in the fiscal year ended on December 31, 2019 with material effects in the Company’s financial statements.

(b) as already disclosed, indicate the acquisition of plants, equipment, patents or other assets which should materially influence the Company’s productive capacity

2020

Delivery Center: on January 27, 2020, the Company announced a new investment in Delivery Center, a pioneer project integrating online retail and physical stores, responsible for the management of logistics centers installed in shopping centers and commercial malls. Multiplan and brMalls will jointly invest R$69 million over the course of 2020.

DiamondMall: the Offices advise that in January 2020, the Company, in accordance with the announcement to the market released on September 20, 2017, concluded the acquisition of a 50.1% interest in the DiamondMall shopping center of the Clube Atlético Mineiro, located in Belo Horizonte. The purchase and sale agreement was signed with one of the partners for the total amount of R$296.8 million. The operation was completed in January 2020.

ParkShopping Corporate: the Officers report that in February 2020 the Company exercised the preemptive right over the proposal submitted by a third party to acquire an additional stake equivalent to 20.0% of the GLA of ParkShopping Corporate, a multi-purpose complex connected to ParkShopping, located in Brasília, which will increase its participation in the GLA of the referred enterprise to 70.0%. The purchase and sale agreement was signed with one of the partners for the total amount of R$18.0 million. The operation was completed in February 2020.

2019

BH Shopping: the Officers advise that in April 2019, the Company exercised its preemptive right to acquire an additional interest equivalent to 20.0% of the GLA of BH Shopping, located in Belo Horizonte, which increased its participation in the GLA of the referred project to 100.0%. The purchase and sale agreement was signed with one of the partners for the total amount of R$360.0 million. The operation was completed in April 2019.

ParkShopping: the Officers advise that in November 2019, the Company exercised the preemptive right over the proposal submitted by a third party to acquire an additional interest equivalent to 12.0%

Management Proposal Annual and Extraordinary General Meetings 2020

of the GLA of ParkShopping, located in Brasília, which will increase its participation in the GLA of said enterprise to 73.4%. The purchase and sale agreement was signed with one of the partners for the total amount of R$225.0 million. The operation was completed in February 2020.

Shopping SantaÚrsula: the Officers advise that in November 2019, the Company exercised the preemptive right to acquire an additional interest equivalent to 37.5% of GLA of Shopping SantaÚrsula, located in Ribeirão Preto, which will increase its participation in the GLA of the referred enterprise to 100.0%. The purchase and sale agreement was signed with one of the partners for the total amount of R$28.5 million. The operation was completed in February 2020.

RibeirãoShopping: the Officers advise that in December 2019 the Company exercised the preemptive right over the proposal submitted by a third party to acquire an additional interest equivalent to 2.19% of the GLA of RibeirãoShopping, located in Ribeirão Preto, which will increase its participation in the GLA of the referred enterprise to 83.79%. The purchase and sale agreement was signed with one of the partners for the total amount of R$28.7 million. The completion of the transaction is subject, among other usual measures in business of this nature, to the approval of the anti-trust authorities.

2017

The Officers inform that in January 2017, the Company exercised the right of first refusal for acquisition of additional share equivalent to 9.3% of the GLA ParkShoppingBarigüi, located in Curitiba, which shall raise its share in the GLA of said undertaking to 93.3%. The purchase and sale commitment was executed with one of the members for the total value of R$91.0 million.

(i) description of the researches in progress already disclosed

The Officers inform that did not disclose researches in progress which are material for the development of new products and services.

(ii) total amounts spent in research for development of new products and services

The Officers inform that did not disclose researches in progress for the development of new products and services.

(iii) projects under development already disclosed

The Officers inform that did not disclose projects under development already disclosed which are material for the development of new products and services, in addition to those mentioned in item 10.8.a (i) above.

(iv) total amounts spent in the development of new products or services

The Officers inform that did not disclose projects being developed already disclosed for the development of new products and services, beyond those mentioned in item 10.8.a (i) above.

10.9 – Other facts with relevant influence

The Company’s Officers consider that no other factors occurred which materially influenced operating performance and that have not been identified or commented on in the other items of this section.

Management Proposal Annual and Extraordinary General Meetings 2020

EXHIBIT II (PROPOSAL DE ALLOCATION OF THE NET PROFIT) According to Annex 9-1-II of ICVM 481/09

1. Inform the net profit of the fiscal year:

The net profit of the parent company in the fiscal year ended on December 31, 2019 was R$ 471,123,368.46.

2. Inform the overall amount and the value per share of the dividends, including early dividends and interest on shareholders’ equity already declared:

Nature Resolution Total gross value (R$) Gross Value per share

Interest on shareholders’ equity 06/24/2019 110,000,000.00 0.18458448946

Interest on shareholders’ equity 09/25/2019 80,000,000.00 0.13417101396

Interest on shareholders’ equity 12/23/2019 90,000,000.00 0.15088772985

Total 280,000,000.00 0.46964323327

3. Inform the percentage of the net profit of fiscal year distributed:

The R$ 280.000.000,00 distributed represent 62.56% of the net profit of the fiscal year ended on December 31, 2019, having deducted the portion intended for the legal reserve.

4. Inform the overall amount global and the value per share of dividends distributed based on the profit of previous fiscal years:

There is no proposal to distribute dividends based on the profit of previous fiscal years.

5. Inform, after deducting the early dividends and interest on shareholders’ equity already declared:

a. The gross value of dividend and interest on shareholders’ equity, separately, per share of each kind and class:

Not applicable, having in view that there is no proposal of distribution of complementary earnings in addition to the interest on shareholders’ equity already declared in the amount of R$ 280,000,000.00 (gross value). See item 6 for information on the earnings already declared.

Management Proposal Annual and Extraordinary General Meetings 2020

b. The manner and term of payment of dividends and interest on shareholders’ equity:

Not applicable, having in view that there is no proposal of distribution of complementary earnings, in addition to the interest on shareholders’ equity already declared in the amount de R$ 280,000,000.00 (gross value). See item 6 for information on earnings already declared.

c. Eventual incidence of monetary indexation and interest on dividends and interest on shareholders’ equity:

Not applicable.

d. Date of the declaration of payment of dividends and interest on shareholders’ equity considered for identification of the shareholders, who will be entitled to receive them:

Not applicable, having in view that there is no proposal of distribution of complementary earnings, in addition to interest on shareholders’ equity already declared in the amount of R$ 280,000,000.00 (gross value). See item 6 for information on earnings already declared.

6. If there has been declaration of dividends or interest on shareholders’ equity based on profits calculated on the semiannual balance sheet or in smaller period

a. Inform the amount of the dividends or interest on shareholders’ equity already declared:

See table item ‘b’ below.

b. Inform the date of the relevant payments:

Nature Resolution Payment Gross total value (R$)

Interest on shareholders’ equity 06/24/2019 10/22/2019 110,000,000.00 Interest on shareholders’ equity 09/25/2019 To be defined (1) 80,000,000.00

Interest on shareholders’ equity 12/23/2019 To be defined (2) 90,000,000.00 Total 280,000,000.00

Notes 1 and 2: If the proposal included in the Extraordinary General Meeting agenda is approved, the payments of the interest on shareholders’ equity declared on 09/25/2019 and 12/23/2019 will be made by December 31, 2020.

Management Proposal Annual and Extraordinary General Meetings 2020

7. Provide comparative table indicating the following values per share of each kind and class:

a. Net profit of the fiscal year and of the 3 (three) previous fiscal years

2019 2018 2017 2016

Net profit of the fiscal year 471,123,368.46 473,474,400.03 370,054,616.88 311,541,599.95 Net profit per share (1) 0.7911 (3) 0.7948 (2) 1.8733 1.6542

Note 1: This is the basic calculation of profit per share, which is made by dividing the net profit of the period, attributed to the holders of common and preferred shares of the parent company, by the average weighted number of common and preferred shares of the parent company, by the average weighted quantity of common and preferred shares, excluding treasury shares, available during the period.

Note 2 and 3: As of 2018, the number of shares was adjusted by the split of shares issued by the Company in the proportion of 1:3 (one to three) approved at the Extraordinary General Meeting held on July 20, 2018.

b. Dividend and interest on shareholders’ equity distributed in the 3 (three) previous fiscal years:

2019 2018 2017

Dividends N/A N/A N/A

Value per share N/A N/A N/A

Interest on shareholders’ equity 280,000,000.00 260,000,000.00 240,000,000.00 (gross value)

Value per share 0.46964323 (2) 0.43695218 (1) 1.20403579

Total value (dividends + JCP

[Interest on Shareholders’ Equity]) 280,000,000.00 260,000,000.00 240,000,000.00

Note 1 and 2: As of 2018, the number of shares was adjusted by the split of shares issued by the Company in the proportion of 1:3 (one to three) approved at the Extraordinary General Meeting held on July 20, 2018.

8. If there is allocation of profits to the legal reserve

a. Identify the amount intended for the legal reserve:

Legal reserve: R$ 23,556,168.42.

b. Detail the manner of calculation of the legal reserve:

The legal reserve is calculated based on 5% of the net profit of the fiscal year, as set forth in the legislation in force and in the Company’s Bylaws, limited to 20% of the capital stock:

Net profit of the fiscal year: R$ 471,123,368.46.

Management Proposal Annual and Extraordinary General Meetings 2020

Legal reserve (5% of the net profit of the fiscal year): R$ 23,556,168.42.

9. If the Company has preferred shares giving right to fixed or minimum dividends:

a. Describe the manner of calculation of fixed or minimum dividends; b. Inform if the profit of the fiscal year is sufficient for the full payment integral of the fixed or minimum dividends; c. Identify if an eventual portion not paid is cumulative; d. Identify the aggregate value of fixed or minimum dividends to be paid for each class of preferred shares; e. Identify the fixed or minimum dividends to be paid per preferred share of each class:

The Company does not have preferred shares with right to fixed or minimum dividends.

10. In relation to the mandatory dividend

a. Describe the manner of calculation set forth in the Bylaws:

According to article 39 of the Company’s Bylaws, the mandatory dividend corresponds to, at least, 25% (twenty-five percent) of the remaining balance of the net profit after (i) the constitution of legal reserve and (ii) the constitution of contingency reserves and the relevant reversal of those formed in the previous fiscal year, if applicable.

The value attributed to the minimum mandatory dividend in relation to the income of the fiscal year ended on December 31, 2019 is R$ 111,891,800.01.

b. Inform if it is being paid in full:

The mandatory dividend has already been distributed in full during the fiscal year, in view of the interest on shareholders’ equity declared on June 24, September 25 and December 23, 2019, in the net total amount of R$ 244,129,818.23 (equivalent to the gross value of R$ 280,000,000.00), which were imputed to the minimum mandatory dividend, according to the provisions of article 9, § 7 of Law No. 9.249/95 and in item III of CVM Resolution No. 683/2012. From the total amount distributed as interest on shareholders’ equity, R$ 110,000,000,00 (gross value) were already paid to the shareholders on October 22, 2019. If the proposal to postpone the payment of interest on equity submitted to the Extraordinary General Meeting is approved, the amounts of R$ 80,000,000.00 (gross amount) and R$ 90,000,000.00 (gross amount) will be paid up to 31 December 2020.

c. Inform the amount occasionally withheld:

Not applicable, having in view that there is no proposal to withhold the minimum mandatory

Management Proposal Annual and Extraordinary General Meetings 2020

dividend.

11. If there is withholding of mandatory dividend due to the financial condition of the company:

a. Inform the amount of withholding; b. Describe, in detail, the financial condition of the Company, discussing also aspects related to analysis of liquidity, working capital and positive cash flows; c. Justify the withholding of dividends

Not applicable, having in view that there is no proposal for withholding the minimum mandatory dividend.

12. If there is allocation of income to the contingencies reserve

a. Identify the amount allocated to the reserve b. Identify the loss considered probable and its cause c. Explain why the loss was considered probable d. Justify the constitution of the reserve

Not applicable, having in view that there is no proposal to constitute a contingencies reserve.

13. If there is allocation of income to the reserve of profits to realize

a. Inform the amount allocated to the reserve of profits to realize: b. Inform the nature unrealized profits which gave rise to the reserve:

Not applicable, having in view that that there is no proposal to constitute a reserve of profits to realize.

14. If there is allocation of income to statutory reserves

a. Describe the statutory clauses which establish the reserve:

Article 39 of the Company’s Bylaws establishes that, together with the financial statements of the fiscal year, the Board of Directors shall submit to the General Meeting, for approval, a proposal on the full allocation of the net profit of the fiscal year.

Accordingly, based on article 39, item (d), of the Bylaws, the administration proposed the allocation, to the Expansion Reserve, of 100% (one hundred percent) of the net profit which remains after the mandatory and priority deductions, with view to ensure funds which allow new investments in fixed and current capital to be made and expansion of corporate activities.

Management Proposal Annual and Extraordinary General Meetings 2020

a. Identify the amount allocated to the reserve:

The amount allocated to the expansion reserve was R$ 167,567,200.04.

b. Describe how the amount was calculated:

Allocation of Income - 2019 R$ Net profit of the fiscal year 471,123,368.46 Appropriation to the legal reserve (-)23,556,168.42 Net profit after deduction of the legal reserve 447,567,200.04 (a)

Minimum mandatory dividend 111,891,800.01

Interest on shareholders’ equity approved (gross value) 280,000,000.00 (b) Income tax withheld of interest on shareholders’ equity 35,870,181.77 Interest on shareholders’ equity approved (net value) 244,129,818.23 (d)

Percentage of allocation (gross interest on shareholders’ 62.56% equity) (b) / (a)

Percentage of allocation (net JCP) 54.55% (d) / (a)

Allocation to the expansion reserve 167,567,200.04 (a) – (b)

15. If there is withholding of profits contemplated in the capital budget: (a) Identify the withholding amount; (b) Furnish a copy of the capital budget:

Not applicable, having in view that there is no proposal of withholding of profits based on capital budget.

16. If there allocation of income to the tax incentives reserve

a. Inform the amount allocated to the reserve: b. Explain the nature of the allocation:

The Company does not have a tax incentives reserve.

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

EXHIBIT III (Information about candidates for Board of Directors) In accordance with Article 10 of ICVM 481/09

12.5 / 12.6 – Composition and professional background

Name Date of Birth Management body Date of election Term of office (if elected) Number of consecutive terms

CPF Profession Position held Date of investiture Elected by the controller Percentage of participation in meetings (%)

Other positions and functions held in the Company

José Paulo Ferraz do Amaral 02/06/1944 Board of Directors only 04/30/2020 2 years 4

Chairman of the Board of 038.857.128-49 Administrator 04/30/2020 Yes 100.00% Directors N/A

José Isaac Peres Board of Executive Officers 07/18/1940 04/30/2020 2 years 10 and Board of Directors

001.778.577-49 Economist Board Member and CEO 04/30/2020 Yes 88.46% N/A

Eduardo Kaminitz Peres Board of Executive Officers 08/15/1970 04/30/2020 2 years 10 and Board of Directors Board Member and Vice 013.893.857-10 Administrator 04/30/2020 Yes 100.00% President N/A

Ana Paula Kaminitz Peres 11/13/1965 Board of Directors only 04/30/2020 2 years 1

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Name Date of Birth Management body Date of election Term of office (if elected) Number of consecutive terms

CPF Profession Position held Date of investiture Elected by the controller Percentage of participation in meetings (%)

Other positions and functions held in the Company

849.016.917-91 Businesswoman Member of the Board of 04/30/2020 Yes 96.15% Directors N/A

John Michael Sullivan 07/28/1960 Board of Directors only 04/30/2020 2 years 5

Member of the Board of 000.000.000-00 Engineer 04/30/2020 Yes 96.15% Directors Passport Number GF170651

Duncan George Osborne 11/19/1972 Board of Directors only 04/30/2020 2 years 2

Member of the Board of 000.000.000-00 Lawyer 04/30/2020 Yes 100.00% Directors Passport Number HP016154

Gustavo H. B. Franco 04/10/1956 Board of Directors only 04/30/2020 2 years 0

Independent Member of the 541 724 707-34 Economist 04/30/2020 Yes n/a Board of Directors N/A

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Professional experience / Statement of possible convictions / Independence criteria

José Paulo Ferraz do Amaral - 038.857.128-49

Mr. José Paulo Ferraz do Amaral graduated in Business Administration from Mackenzie University and has a postgraduate degree from Getúlio Vargas Foundation, both located in São Paulo (Brazil). Mr. José Paulo worked in Mesbla S.A., from 1971 to 1985, starting his career as a trainee and rising up the corporate ladder up to Director of the Department Store division. He was the CEO of Lojas Americanas, from 1985 to 1996, actively engaged in the partnership between Lojas Americanas and Walmart with the purpose of setting up the Walmart Company operations in Brazil. Mr. José Paulo attended several courses focused on business management at institutions such as INSEAD, in Fontainebleau, France, and Harvard Business School, in the USA. After leaving Lojas Americanas, he worked together with Banco Pactual in the successful turnaround of Mesbla S.A. More recently, since 1997, he runs an 11,400 hectare soybean and corn plantation in a large property, located in the city of Naviraí, state of Mato Grosso do Sul, Brasil.

Mr. José Paulo Ferraz do Amaral is the Chief Executive Officer of Zmacq Agropecuária S.A.

Mr. José Paulo does not occupy positions in other companies that are part of the Company's economic group or that are controlled by a shareholder of the Company that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security in Company.

Description of any of the following events that have occurred over the last 5 years:

i. any criminal conviction: N/A

ii. any conviction in administrative proceedings at the CVM (Brazilian Securities and Exchange Commission) and penalties applied: N/A

iii. any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity: N/A

José Isaac Peres - 001.778.577-49

Mr. Peres is the Chief Executive Officer. He has a degree in economics from the Faculdade Nacional de Economia da Universidade do Brasil. He participated and implemented more than 350 real estate developments, with 35,000 units sold. He conceived and is a founding member of the Brazilian Association of Shopping Centers, or ABRASCE, and also of the Association of Managers of Real Estate Companies (Associação de Dirigentes de Empresas do Mercado Imobiliário). Mr. José Isaac Peres was a member of the Board of Directors of Amil Participações S.A. from 2007 to 2010.

Mr. José Isaac Peres also holds the following positions in other companies that are part of the Company's economic group: (i) Executive Officer of Barrasul Empreendimento Imobiliário Ltda.; (ii) Executive Officer of CAA – Corretagem e Consultoria Publicitária Ltda.; (iii) Executive Officer of CAA – Corretagem Imobiliária Ltda.; (iv) Executive Officer of Danville SP Empreendimento Imobiliário Ltda.; (v) Executive Officer of Embraplan Empresa Brasileira de Planejamento Ltda.; (vi) Executive Officer of Jundiaí Shopping Center Ltda.; (vii) Executive Officer of Morumbi Business Center Empreendimento Imobiliário Ltda.; (viii) Executive Officer of MPH Empreendimento Imobiliário Ltda.; (ix) Executive Officer of Multiplan Administradora de Shopping Centers Ltda.; (x) Executive Officer of Multiplan Arrecadadora Ltda.; (xi) Executive Officer of Multiplan Barra 1 Empreendimento Imobiliário Ltda.; (xii) Executive Officer of Multiplan Golden I Empreendimento Imobiliário Ltda.; (xiii) Executive Officer of Multiplan Golden III Empreendimento Imobiliário Ltda.; (xiv) Executive Officer of Multiplan Golden IV Empreendimento Imobiliário Ltda.; (xv) Executive Officer of Multiplan Golden V Empreendimento Imobiliário Ltda.; (xvi) Executive Officer of Multiplan Golden VI Empreendimento Imobiliário Ltda.; (xvii) Executive Officer of Multiplan Golden VII Empreendimento Imobiliário Ltda.; (xviii) Executive Officer of Multiplan Golden VIII Empreendimento Imobiliário Ltda.; (xix) Executive Officer of Multiplan Golden IX Empreendimento Imobiliário Ltda.; (xx) Executive Officer of Multiplan Golden X Empreendimento Imobiliário Ltda.; (xxi) Executive Officer of Multiplan Golden XI Empreendimento Imobiliário Ltda.; (xxii) Executive Officer of

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Professional experience / Statement of possible convictions / Independence criteria

Multiplan Golden XII Empreendimento Imobiliário Ltda.; (xxiii) Executive Officer of Multiplan Golden XIII Empreendimento Imobiliário Ltda.; (xxiv) Executive Officer of Multiplan Golden XIV Empreendimento Imobiliário Ltda.; (xxv) Executive Officer of Multiplan Golden XV Empreendimento Imobiliário Ltda.; (xxvi) Executive Officer of Multiplan Golden XVI Empreendimento Imobiliário Ltda.; (xxvii) Executive Officer of Multiplan Golden XVII Empreendimento Imobiliário Ltda.; (xxviii) Executive Officer of Multiplan Golden XVIII Empreendimento Imobiliário Ltda.; (xxix) Executive Officer of Multiplan Greenfield I Empreendimento Imobiliário Ltda.; (xxx) Executive Officer of Multiplan Greenfield II Empreendimento Imobiliário Ltda.; (xxxi) Executive Officer of Multiplan Greenfield III Empreendimento Imobiliário Ltda.; (xxxii) Executive Officer of Multiplan Greenfield IV Empreendimento Imobiliário Ltda.; (xxxiii) Executive Officer of Multiplan Greenfield XI Empreendimento Imobiliário Ltda.; (xxxiv) Executive Officer of Multiplan Holding S.A.; (xxxv) Executive Officer of Multiplan Morumbi 1 Empreendimento Imobiliário Ltda.; (xxxvi) Executive Officer of Multishopping Shopping Center Ltda.; (xxxvii) Executive Officer of Parkshopping Corporate Empreendimento Imobiliário Ltda.; (xxxviii) Executive Officer of Multiplan Golden II Empreendimento Imobiliário Ltda.; (xxxix) Executive Officer of Renasce – Rede Nacional de Shopping Centers Ltda.; and (xl) Executive Officer of Ribeirão Residencial Empreendimento Imobiliário Ltda.

Mr. José Isaac Peres also holds the following positions in other companies that are controlled by a shareholder of the Company that holds, directly or indirectly, equal to or greater than 5% of the same class or type of securities of the Company: (i) Executive Officer of G.W. do Brasil S.A.; (ii) Executive Officer of Divertplan Entretenimento Ltda.; (iii) CEO and Board Member of Multiplan USA Corporation.; (iv) Executive Officer of Multiplan Participações S.A.; and (v) Executive Officer of MTP Participações Ltda.

Description of any of the following events that have occurred over the last 5 years:

i. any criminal conviction: N/A

ii. any conviction in administrative proceedings at the CVM (Brazilian Securities and Exchange Commission) and penalties applied: N/A

iii. any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity: N/A

Eduardo Kaminitz Peres - 013.893.857-10

Mr. Eduardo Kaminitz Peres is Vice Chairman of ´s Board of Directors and vice Chief Executive Officer. He has a degree in business administration from Universidade Cândido Mendes and has worked under different titles since 1988. Since 2000, he has been responsible for the Company's Operations Area.

Mr. Eduardo Kaminitz Peres also holds the following positions in other companies that are part of the Company's economic group: (i) Executive Officer of Barrasul Empreendimento Imobiliário Ltda.; (ii) Executive Officer of CAA – Corretagem e Consultoria Publicitária Ltda.; (iii) Executive Officer of CAA – Corretagem Imobiliária Ltda.; (iv) Executive Officer of Danville SP Empreendimento Imobiliário Ltda.; (v) Executive Officer of Embraplan Empresa Brasileira de Planejamento Ltda.; (vi) Executive Officer of Jundiaí Shopping Center Ltda.; (vii) Executive Officer of Morumbi Business Center Empreendimento Imobiliário Ltda.; (viii) Executive Officer of MPH Empreendimento Imobiliário Ltda.; (ix) Executive Officer of Multiplan Administradora de Shopping Centers Ltda.; (x) Executive Officer of Multiplan Arrecadadora Ltda.; (xi) Executive Officer of Multiplan Barra 1 Empreendimento Imobiliário Ltda.; (xii) Executive Officer of Multiplan Golden I Empreendimento Imobiliário Ltda.; (xiii) Executive Officer of Multiplan Golden III Empreendimento Imobiliário Ltda.; (xiv) Executive Officer of Multiplan Golden IV Empreendimento Imobiliário Ltda.; (xv) Executive Officer of Multiplan Golden V Empreendimento Imobiliário Ltda.; (xvi) Executive Officer of Multiplan Golden VI Empreendimento Imobiliário Ltda.; (xvii) Executive Officer of Multiplan Golden VII Empreendimento Imobiliário Ltda.; (xviii) Executive Officer of Multiplan Golden VIII Empreendimento Imobiliário Ltda.; (xix) Executive Officer of Multiplan Golden IX Empreendimento Imobiliário Ltda.; (xx) Executive Officer of Multiplan Golden X Empreendimento Imobiliário Ltda.; (xxi) Executive Officer of Multiplan Golden XI Empreendimento Imobiliário Ltda.; (xxii) Executive Officer of Multiplan Golden XII Empreendimento Imobiliário Ltda.; (xxiii) Executive Officer of Multiplan Golden XIII Empreendimento Imobiliário Ltda.; (xxiv) Executive Officer of Multiplan Golden XIV Empreendimento Imobiliário Ltda.; (xxv) Executive Officer of Multiplan Golden XV Empreendimento Imobiliário Ltda.; (xxvi) Executive Officer of Multiplan Golden XVI Empreendimento Imobiliário Ltda.; (xxvii) Executive Officer of Multiplan Golden XVII Empreendimento Imobiliário Ltda.; (xxviii) Executive Officer of Multiplan Golden XVIII Empreendimento Imobiliário Ltda.; (xxix) Executive Officer of Multiplan Greenfield I Empreendimento Imobiliário Ltda.; (xxx) Executive Officer of Multiplan Greenfield II Empreendimento Imobiliário Ltda.; (xxxi) Executive Officer of Multiplan Greenfield III Empreendimento Imobiliário Ltda.; (xxxii) Executive Officer of Multiplan Greenfield IV Empreendimento Imobiliário Ltda.; (xxxiii) Executive Officer of Multiplan Greenfield XI

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Professional experience / Statement of possible convictions / Independence criteria

Empreendimento Imobiliário Ltda.; (xxxiv) Executive Officer of Multiplan Holding S.A.; (xxxv) Executive Officer of Multiplan Morumbi 1 Empreendimento Imobiliário Ltda.; (xxxvi) Executive Officer of Multishopping Shopping Center Ltda.; (xxxvii) Executive Officer of Parkshopping Corporate Empreendimento Imobiliário Ltda.; (xxxviii) Executive Officer of ParkJacarepaguá Ltda.; (xxxix) Executive Officer of Renasce – Rede Nacional de Shopping Centers Ltda.; (xl) Executive Officer of Ribeirão Residencial Empreendimento Imobiliário Ltda.; e (xli) Executive Officer of Multiplan Golden II Empreendimento Imobiliário Ltda.

Mr. Eduardo Kaminitz Peres also holds the following positions in other companies that are controlled by a shareholder of the Company that holds, directly or indirectly, equal to or greater than 5% of the same class or type of securities of the Company: (i) Executive Officer of Divertplan Entretenimento Ltda.; (ii) Executive Officer of G.W. do Brasil S.A.; (iii) Executive Officer of Multiplan Participações S.A.; and (iv) Executive Officer of MTP Participações Ltda.

Description of any of the following events that have occurred over the last 5 years:

i. any criminal conviction: N/A

ii. any conviction in administrative proceedings at the CVM (Brazilian Securities and Exchange Commission) and penalties applied: N/A

iii. any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity: N/A

Ana Paula Kaminitz Peres - 849.016.917-91

Ms. Ana Paula Kaminitz Peres joined the Company in 2008, occupying positions in the commercial area. In 2012, she participated actively in the VillageMall inauguration, shopping center that has exclusive national and international brands in the luxury segment. Currently, she holds the position of Commercial Superintendent, being especially responsible in the relationship with international brands.

Ms. Peres is director of Multiplan Participações S.A., a company controlled by a shareholder of Multiplan that holds a direct or indirect stake equal to or greater than 5% of the same class or type of security of the Company.

Ms. Peres is also the administrator of New Life Assessoria e Consultoria Empresarial Ltda.

Description of any of the following events that have occurred over the last 5 years:

i. any criminal conviction: N/A

ii. any conviction in administrative proceedings at the CVM (Brazilian Securities and Exchange Commission) and penalties applied: N/A

iii. any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity: N/A

John Michael Sullivan - 000.000.000-00

Mr. Sullivan is the President & Chief Executive Officer for The Cadillac Fairview Corporation Limited since 2011. Prior to his appointment, he held the position of Executive Vice President of Development. Before joining Cadillac Fairview, Mr. Sullivan had built an impressive career in the real estate industry holding senior positions with a number of high profile companies such as

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Professional experience / Statement of possible convictions / Independence criteria

Marathon Realty Company Limited and Brookfield Properties Corporation, where he was responsible for all asset management, acquisitions and dispositions for Canadian assets. Cadillac Fairview is one of North America's largest owners, operators and developers of commercial real estate. Cadillac Fairview focuses on developing and managing high quality office, retail and mixed-use properties in Canada and the United States, as well as international investments in real estate companies and investment funds of Ontario Teachers' Pension Plan. Cadillac Fairview is wholly-owned by the Ontario Teachers' Pension Plan, which holds 100% equity interest in 1700480 Ontario Inc., which, in its turn, is a direct controlling shareholder of the Company.

Mr. Sullivan holds a Bachelor of Civil Engineering degree from Concordia University, a Master of Business Administration degree from McGill University and has completed the Advanced Management Program at Harvard Business School.

Cadillac Fairview Corporation Limited is a wholly owned subsidiary of the Canadian pension fund Ontario Teachers Pension Plan, which holds a 100% interest in 1700480 Ontario Inc., which, in turn, is a direct controlling shareholder of the Company.

Mr. Sullivan occupies the following management positions in the following companies, all of which are part of The Cadillac Fairview Corporation Limited group: (i) Director, President and CEO of The Cadillac Fairview Corporation Limited; (ii) Director and President of 1699516 Ontario Inc.; (iv) Director and President of 1700480 Ontario Inc.; (v) Director and President of 2171948 Ontario Inc.; (vi) Director and President of 2647456 Ontario Limited; (vii) Director and President of 2655413 Ontario Inc.; (viii) President of 2917599 Canada Inc.; (ix) President of 4410700 Canada Inc.; (x) Director and President of 527698 British Columbia Ltd.; (xi) Director and President of 527700 British Columbia Ltd.; (xii) President of 600 Peel Street Holdings Inc.; (xiii) Director and President of 75 The Donway West Inc.; (xiv) Director and President of 85 The Donway West Inc.; (xv) Director and President of 95 Wellington West Leaseholds Limited; (xvi) Director and President of 99 The Donway West Inc.; (xvii) Director and President of Block 9A Developments Limited; (xviii) Director and President of Block 9B Developments Limited; (xix) Director and President of C.F. Century Inc.; (xx) Director and President of Cadillac Fairview Finance IC1 Inc.; (xxi) Director and President of Cadillac Fairview Finance IC2 Inc.; (xxii) Director and President of Cadillac Fairview Finance NS IC Inc.; (xxiii) Director and President of Cadillac Fairview Finance NS Ltd.; (xxiv) Director and President of Cadillac Fairview Management Services (OMS) Inc.; (xxv) Director and President of Cadillac Fairview Management Services Inc.; (xxvi) Director and President of Calgary City Centre Block Developments Ltd.; (xxvii) Director and President of Le Carrefour Laval (2013) Inc.; (xxviii) Director and President of CCC 2 Holdings Inc.; (xxix) Director and President of CF Mexico REC I Inc.; (xxx) Director and President of CF Mexico REC II Inc.; (xxxi) Director and President of CF Mexico REC Inc.; (xxxii) Director and President of CF Simcoe Hotel Inc.; (xxxiii) Director and President of CF Simcoe Residences Inc.; (xxxiv) President of CF/250 Yonge Acquisition Limited; (xxxv) President of CF/OT Buttonville Properties Inc.; (xxxvi) Director and President of CF/Realty Holdings Inc.; (xxxvii) President of CF/TEC Acquisition Limited; (xxxviii) President of CF/TEC Holdings Inc.; (xxxix) President of CFIC Pointe-Claire Holdings Inc.; (xl) Director and President of Chinook (2014) Inc.; (xli) Director and President of Fairmall Leaseholds Inc.; (xlii) Director and President of Fairview Park Leaseholds Inc.; (xliii) Director and President of Fairview Pointe-Claire Leaseholds Inc.; (xliv) Director and President of Les Galeries D’Anjou Leaseholds Inc.; (xlv) Director and President of Les Galeries D’Anjou Limitée; Director and President of IBC Properties Limited; (xlvi) Director and President of Market Mall Leaseholds Inc.; (xlvii) Director and President of Ontrasia Inc.; (xlviii) Director, President and CEO of Ontrea Inc.; (xlix) President of Ontrea/250 Yonge Acquisition Limited; (l) President of Ontrea/TEC Acquisition Limited; (li) President of Ontrea/TEC Holdings Inc.; (lii) Director and President of Pacific Centre Leaseholds Limited; (liii) Director and President of Pacific Centre Limited; (liv) Director and President of PCL Pender Place Inc.; (lv) Director and President of Les Promenades St. Bruno Leaseholds Inc. ; (lvi) Director and President of RCCOM GP Inc.; (lvii).Director and President of CF SW International IC Inc.; (lviii) Director and President of Richmond Centre (6060 Minoru Blvd) Ltd.; (lix) Director and President of Le Carrefour Laval REC Inc..; (lx) Director and President of SC (Calgary) Leaseholds Inc.; (lxi) Director and President of Simcoe Front Developments Limited; (lxii) Director and President of Simcoe Place Leaseholds Limited; (lxiii) Vice-President of Simcoe Wellington Leaseholds Limited; (lxiv) Vice-President of Simcoe Wellington Residences Inc.; (lxv) Director and President of T.E.C. 250 Leaseholds Limited; (lxvi) Director awnd President of T.E.C. Leaseholds Limited; (lxvii) Director and President of Toronto Dominion Centre Leaseholds Limited; (lxviii) Director and President of Vaughan Promenade Shopping Centre Inc.; (lxix) Director and President of Viking Rideau Corporation; (lxx) Director and President of YCC Limited; (lxxi) Director and Vice-President of York Bremner Developments Limited; (lxxii) Director and Vice-President of York Bremner Hotel Leaseholds Limited; (lxxiii) Director, President and CEO of CFN, Inc.; (lxxiv) Director, President and CEO of CFN (Cobb), Inc.; (lxxv) Director, President and CEO of CFN (Golden East), Inc.; (lxxvi) Director, President and CEO of CFN (I-20), Inc.; (lxxvii) Director, President and CEO of CFUS Atlanta, Inc.; and (lxxviii) Director, President and CEO of CFUS Properties, Inc.; (lxxix) Director, President and CEO of Cadillac Fairview Corp.; (lxxx) President of CF Col IC Inc.; (lxxxi) Director and President of CF Mexico IC Inc.; (lxxxii) President of CFPT Beneficiary I Inc.; (lxxxiii) President of CFPT Beneficiary II Inc.; (lxxxiv) Director and President of CFPT Finance Corp.; (lxxxv) President and CEO of CFPT Trustee Inc.; (lxxxvi) Director and President of RC

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Professional experience / Statement of possible convictions / Independence criteria

(South) Inc.; (lxxxvii) Director and President of MM Block D (3412-49th St NW) Inc.; (lxxxviii) Director and President of CF SW US IC Inc.; (xc) Director and President of CF Cda Reforma IC Inc.; (xci) Director and President of CF CDMX Devco Inc.; (xcii) Director and President of CF Multifamily Inc.; (xciii) Director and President of CF Multifamily Fund GP Inc.; (xciv) Director and President of CF Multifamily Fund LP Inc.; (xcv) Director and President of EHL (21 Don Roadway) Inc.; (xcvi) Director and President of EHL (30 Booth Ave) Inc.; (xcvii) Director and President of EHL ( 375 Eastern Ave) Inc.; (xcviii) Director and President of EHL (385 Eastern Ave) Inc.; (xcix) Director and President of EHL (415 Eastern Ave) Inc.; (c) Director and President of EHL (21 Don Roadway) Holdings Inc.; (ci) Director and President of EHL (30 Booth Ave) Holdings Inc.; (cii) Director and President of EHL ( 375 Eastern Ave) Holdings Inc.; (ciii) Director and President of EHL (385 Eastern Ave) Holdings Inc.; (civ) Director and President of EHL (415 Eastern Ave) Holdings Inc.; (cv) Director and President of Cadillac Fairview International Limited; (cvi) Director and President of CF Mexico FS IC, Inc.; (xcvii) Director and President of 160 FSW Holdings Inc.; (cviii) Director and President of CF Latam GP Inc.; (cvix) Director and President of CF Sherway Holdings I REC Inc.; (cx) Director and President of CF Sherway Holdings II REC Inc.; (cxi) Director and President of CF International Management Inc. Mr. Sullivan is also a Trustee at the International Council of Shopping Centers; a Trustee at The Hospital for Sick Children; and a Director at MAF Properties.

Description of any of the following events that have occurred over the last 5 years:

i. any criminal conviction: N/A

ii. any conviction in administrative proceedings at the CVM (Brazilian Securities and Exchange Commission) and penalties applied: N/A

iii. any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity: N/A

Duncan George Osborne - 000.000.000-00

Mr. Osborne is the Executive Vice President, Investments for The Cadillac Fairview Corporation Limited since November 1, 2016. Prior to this appointment, Mr. Osborne held the roles of Senior Vice President, Development and Senior Vice President, Investments. Before joining Cadillac Fairview, Mr. Osborne was a partner at the law firm of Davies Ward Phillips & Vineberg LLP in Toronto, Canada where he spent more than 12 years advising on a broad range of domestic and international M&A, private equity, real estate and tax transactions. Cadillac Fairview is one of North America's largest owners, operators and developers of commercial real estate. Cadillac Fairview focuses on developing and managing high quality office, retail and mixed-use properties in Canada and the United States, as well as international investments in real estate companies and investment funds of Ontario Teachers' Pension Plan. Cadillac Fairview is wholly-owned by the Ontario Teachers' Pension Plan, which holds 100% equity interest in 1700480 Ontario Inc., which, in its turn, is a direct controlling shareholder of the Company.

Mr. Osborne holds a law degree (LL.B.) from the University of Western Ontario, a Master of Finance (M.Fin) from Queen’s University and a Bachelor of Science (B.Sc.) from Trent University. He also holds a Certificate in Real Estate Development from New York University.

Mr. Osborne occupies the following management positions in the following companies, all of which are part of The Cadillac Fairview Corporation Limited group: (i) Executive Vice-President, Investments of The Cadillac Fairview Corporation Limited, effective as of November 2016; (ii) Vice-President of 1700480 Ontario Inc.; (iii) Executive Vice-President, Investments of Ontrea Inc., effective as of November 2016; (iv) Vice-President of 1699516 Ontario Inc.; (v) Vice-President of Block 9A Developments Limited; (vi) Vice-President of CF/Realty Holdings Inc.; (vii) Vice- President of Chinook (2014) Inc.; (vii) Vice-President of RCCOM GP Inc.; (ix) Vice-President of RC (South ) Inc.; (x) Director and Vice-President of CF SW International IC Inc. ; (xi) Senior Vice- President of Cadillac Fairview Corp.; (xii) Senior Vice-President of CFN (I-20), Inc.; (xiii) Senior Vice-President of CFN (Cobb), Inc.; (xiv) Senior Vice-President of CFN (Golden East), Inc.; (xv) Senior Vice-President of CFN, Inc.; (xvi) Senior Vice-President of CFUS Atlanta, Inc.; (xvii) Senior Vice-President of CFUS Properties Inc.; (xviii) Vice-President of CF Col IC Inc.; (xix) Director of CF Mexico IC Inc.; (xx) Director and Vice-President of CF Mexico REC I Inc.; (xxi) Director and Vice-President of CF Mexico REC II Inc. (xxii) Director and Vice-President of CF Mexico REC Inc.; (xxiii) Director and Vice-President of CF SW US IC Inc.; (xxiv) Vice-President of Fairmall Leaseholds Inc.; (xxv) Vice-President of CFIC Pointe-Claire Holdings Inc.; (xxvi) Vice-President of Fairview Pointe-Claire Leaseholds Inc., (xxvii) Vice-President of Les Galeries d’Anjou Leaseholds Inc.; (xxviii) Vice-President of Les Galeries d’Anjou Limitée; (xxix) Director and Vice-President of 2647456 Ontario Limited; (xxx) Director and Vice-President of CF Cda Reforma IC Inc.; (xxxi) Vice-President of CF CDMX Devco Inc.; (xxxii) Director and Vice-President of CF Multifamily Inc.;

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Professional experience / Statement of possible convictions / Independence criteria

(xxxiii) Director and Vice-President of CF Multifamily Fund GP Inc. ; (xxxiv) Director and Vice-President of CF Multifamily Fund LP Inc., (xxxv) Director and Vice-President of Cadillac Fairview International Limited; (xxxvi) Director and Vice-President of CF Mexico FS IC, Inc.; (xxxvii) Director and Vice-President of CF Latam GP Inc.; (xxxviii) Director and Vice-President of CF International Management Inc. and (xxxix) Director and President of Cadillac Fairview Europe Limited. Mr. Osborne also occupy the following positions in not for profit associations: (i) Member of the Board of Governors of Branksome Hall and (ii) Member of the Advisory Board of ULI Toronto.

Description of any of the following events that have occurred over the last 5 years:

i. any criminal conviction: N/A

ii. any conviction in administrative proceedings at the CVM (Brazilian Securities and Exchange Commission) and penalties applied: N/A

iii. any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity: N/A

Gustavo Henrique de Barroso Franco - 541.724.707-34

Mr. Gustavo Franco holds a bachelor's and master's degree in Economics from PUC-Rio, and Ph.D from Harvard University. Between 1986-1993 he was a professor at PUC-Rio, researcher and consultant in economics. In the public service, during 1993-99, he held high-ranking positions, until he was appointed President of the Central Bank of Brazil, having a central participation in the formulation and execution of the Real Plan. In 2000, he founded Rio Bravo Investimentos and, in 2003, Unik S/A, a payroll credit card administrator. He has previous experience in several boards of directors and since June 2016 is a consultant for strategic issues at NuBank. Mr. Gustavo Franco currently holds the position of “senior adviser” at Rio Bravo Investimentos. He is also a member of the Board of Directors (since May 2007) of Banco Daycoval S.A. and Pottencial Seguradora S.A. Mr. Gustavo Franco's previous experience in boards of directors includes: Via Varejo S / A (new name for Novas Casas Bahia) ( 2010/2011); BM&F - Bovespa S / A (today B3 S / A, 2007/2009); Telemig Celular Participações S / A and Amazônia Celular S / A (2000/2002). Millennium Institute, member of the Governance Council since 2008, and president in 2012/2019.

He is an independent member, as definition provided for in B3's Level 2 Corporate Governance Listing Regulation.

Description of any of the following events that have occurred over the last 5 years:

i. any criminal conviction: N/A

ii. any conviction in administrative proceedings at the CVM (Brazilian Securities and Exchange Commission) and penalties applied: N/A

iii. any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity: N/A

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

12.7 / 12.8 – Composition of committees (audit, finance and remuneration

Justification for not filling the table:

As of the date of this Management Proposal, the Company had no statutory or non-statutory committee.

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

12.9 - Existence of marital relation, stable union or kinship up to second degree between the managers of the issuer, its subsidiaries and controlling shareholders

Name CPF Name of the issuer, controlled CNPJ Type of kinship with the manager of the company or controlling shareholder issuer or subsidiary

Position

Manager of the issuer or subsidiary José Isaac Peres 001.778.577-49 Multiplan Empreendimentos Imobiliários 07.816.890/0001-53 Board Member and CEO S.A. Related person Manassês Wilson Peres 009.831.527-72 CAA – Corretagem e Consultoria 03.927.102/0001-45 Executive Officer Publicitária Ltda.

009.831.527-72 CAA – Corretagem Imobiliária Ltda. 05.301.832/0001-61

009.831.527-72 Multiplan Planejamento, Participações e 42.330.522/0001-00 Brother or Sister (1st degree by Administração S.A. consanguinity)

009.831.527-72 SCP – Royal Green Península 23.230.803/0001-38

009.831.527-72 RENASCE – Rede Nacional de 50.735.646/0001-95 Shopping Centers Ltda.

009.831.527-72 Multiplan Administradora de Shopping 07.141.284/0001-85 Centers Ltda.

Note

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Name CPF Name of the issuer, controlled CNPJ Type of kinship with the manager of the company or controlling shareholder issuer or subsidiary

Position

Manager of the issuer or subsidiary José Isaac Peres 001.778.577-49 Multiplan Empreendimentos Imobiliários 07.816.890/0001-53 Board Member and CEO S.A. Related Person Eduardo Kaminitz Peres 013.893.857-10 Ribeirão Residencial Empreendimento 13.512.460/0001-40 Executive Officer Imobiliário Ltda.

013.893.857-10 Barrasul Empreendimento Imobiliário 13.536.932/0001-03 Ltda.

013.893.857-10 Morumbi Business Center 13.537.325/0001-50 Empreendimento Imobiliário Ltda.

Son or Daughter (1st degree by inbreeding) 013.893.857-10 Multiplan Greenfield I Empreendimento 13.912.331/0001-40 Imobiliário Ltda.

013.893.857-10 Multiplan Greenfield II Empreendimento 13.912.397/0001-30 Imobiliário Ltda.

013.893.857-10 Multiplan Greenfield III Empreendimento 13.975.298/0001-05 Imobiliário Ltda.

013.893.857-10 ParkJacarepaguá Ltda. (atual 14.967.817/0001-48 denominação de Multiplan Greenfield X Emp. Imob. Ltda.)

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Name CPF Name of the issuer, controlled CNPJ Type of kinship with the manager of the company or controlling shareholder issuer or subsidiary

Position

013.893.857-10 Multishopping Shopping Center Ltda. 14.967.106/0001-73 (Atual denominação de Multiplan Greenfield IX Emp. Imob. Ltda.)

013.893.857-10 Multiplan Greenfiled IV Empreendimento 13.998.490/0001-09 Imobiliário Ltda.

013.893.857-10 SCP – Royal Green Península 23.230.803/0001-38

013.893.857-10 Multiplan Planejamento, Participações e 42.330.522/0001-00 Administração S.A.

013.893.857-10 Jundiaí Shopping Center Ltda. 13.590.794/0001-32

013.893.857-10 ParkShopping Campo Grande Ltda. 13.511.181/0001-62

013.893.857-10 ParkShopping Corporate 13.537.516/0001-11 Empreendimento Imobiliário Ltda.

013.893.857-10 G.W. do Brasil S.A. 01.837.536/0001-29

013.893.857-10 Divertplan Entretenimento Ltda. (Atual 28.111.235/0001-70 denominação de Divertplan Comércio e Indústria Ltda.)

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Name CPF Name of the issuer, controlled CNPJ Type of kinship with the manager of the company or controlling shareholder issuer or subsidiary

Position

013.893.857-10 Multiplan Arrecadadora Ltda. 14.551.970/0001-90

013.893.857-10 Multiplan Empreendimentos Imobiliários 07.816.890/0001-53 S.A.

013.893.857-10 RENASCE – Rede Nacional de 50.735.646/0001-95 Shopping Centers Ltda.

013.893.857-10 Multiplan Administradora de Shopping 07.141.284/0001-85 Centers Ltda.

013.893.857-10 CAA – Corretagem e Consultoria 03.927.102/0001-45 Publicitária Ltda.

013.893.857-10 CAA – Corretagem Imobiliária Ltda. 05.301.832/0001-61

013.893.857-10 Embraplan Empresa Brasileira de 04.649.130/0001-00 Planejamento Ltda.

013.893.857-10 MPH Empreendimento Imobiliário Ltda. 08.486.298/0001-01

013.893.857-10 Multiplan Holding S.A. 13.249.555/0001-13

013.893.857-10 Danville SP Empreendimento Imobiliário 12.531.459/0001-09 Ltda.

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Name CPF Name of the issuer, controlled CNPJ Type of kinship with the manager of the company or controlling shareholder issuer or subsidiary

Position

Note N/A

Manager of the issuer or subsidiary José Isaac Peres 001.778.577-49 Multiplan Empreendimentos Imobiliários 07.816.890/0001-53 Member of the Board of Directors and CEO S.A. Son or Daughter (1st degree by inbreeding) Related Person Ana Paula Kaminitz Peres 849.016.917-91 Multiplan Empreendimentos Imobiliários 07.816.890/0001-53 Member of the Board of Directors S.A.

Note N/A

Manager of the issuer or subsidiary Eduardo Kaminitz Peres 013.893.857-10 Multiplan Empreendimentos Imobiliários 07.816.890/0001-53 Member of the Board of Directors and Vice S.A. President Brother or Sister (1st degree by consanguinity) Related Person Ana Paula Kaminitz Peres 849.016.917-91 Multiplan Empreendimentos Imobiliários 07.816.890/0001-53 Member of the Board of Directors S.A.

Note N/A

12.10 - Relationship of subordination, provision of service or control between managers and subsidiaries, controlling shareholders and others

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Type of relationship between the Identification CPF/CNPJ Manager and the related person Kind of Related person Position / Function

Manager of the Issuer José Isaac Peres Member of the Board of Directors and CEO 001.778.577-49 Related Person Multiplan Planejamento, Participações e Administração S.A. 42.330.522/0001-00 Control Direct Controlling Shareholder Note Mr. José Isaac Peres is the controller and administrator of Multiplan Planejamento, Participações e Administração S.A., which is part of the Company's Control block. Related Person Divertplan Entretenimento Ltda. 28.111.235/0001-70 Control Client Note Mr. José Isaac Peres is the controller and administrator of Divertplan Entretenimento Ltda., Which is the Company's Client through the leasing of commercial spaces. Related Person G.W. do Brasil S.A. 01.837.536/0001-29 Control Client Note Mr. José Isaac Peres is the controller and administrator of G.W. do Brasil S.A., which is a Client of the Company through the leasing of commercial spaces.

Manager of the Issuer Eduardo Kaminitz Peres Member of the Board of Directors and Vice President 013.893.857-10 Related Person Multiplan Planejamento, Participações e Administração S.A. 42.330.522/0001-00 Subordination Direct Controlling Shareholder Note Mr. Eduardo Kaminitz Peres is a director of Multiplan Planejamento, Participações e Administração S.A., which is part of the Company's Control block. Related Person Divertplan Entretenimento Ltda. 28.111.235/0001-70 Subordination Client Note Mr. Eduardo Kaminitz Peres is a director of Divertplan Entretenimento Ltda., Which is the Company's Client through the leasing of commercial spaces. Related Person

Proposta da Administração Assembleias Gerais Ordinária e Extraordinária 2020

Type of relationship between the Identification CPF/CNPJ Manager and the related person Kind of Related person Position / Function G.W. do Brasil S.A. 01.837.536/0001-29 Subordination Client Note Mr. Eduardo Kaminitz Peres is a director of G.W. do Brasil S.A., which is the Company's Client through the leasing of commercial spaces.

Manager of the Issuer John Michael Sullivan Member of the Board of Directors Related Person 1700480 Ontario Inc. 08.069.423/0001-70 Subordination Direct Controlling Shareholder Note Mr. John Michael Sullivan is President of 1700480 Ontario Inc., which is part of the Company's Control block.

Manager of the Issuer Duncan George Osborne Member of the Board of Directors Related Person 1700480 Ontario Inc. 08.069.423/0001-70 Subordination Direct Controlling Shareholder Note Mr. Duncan Osborne is a member of the management of 1700480 Ontario Inc., which is part of the Company's Control block.

Management Proposal Annual and Extraordinary General Meetings 2020

EXHIBIT IV (PROPOSAL FOR REMUNERATION OF THE ADMINISTRATORS) According to article 12, items I and II of ICVM 481/09

13.1 – Description of the remuneration practice or policy, inclusive of the non- statutory executive board

(a) objectives of the remuneration policy or practice, informing if the remuneration policy was formally approved, body responsible for its approval, date of approval and, if the issuer disclosed the policy, location in the world wide web where the document can be consulted

We have a long-term strategic commitment to the selection of professionals and their training, with incentive and remuneration plans, aimed at attracting new professionals, motivating them and keeping them in the Company. The main aspect of our policy is to encourage achieving previously established targets.

We have short-term, fixed and variable remuneration and we have a long-term share-based remuneration, including (i) a Stock Option Program (which can be liquidated in equity securities), (ii) Remuneration Program based on Variation in the value of shares (Phantom Stocks), and (iii) Restricted Shares’ Grant Plan (Restricted Shares), in which we seek to encourage our professionals, aligning our interests with those of shareholders and investors.

Although the Company does not have a formal remuneration policy, the guidelines and amounts practiced by the Company are annually discussed and approved by the Board of Directors.

(b) composition of the remuneration

(i) description of the remuneration elements and objectives of each of them

The remuneration and the incentive plans of our administrators are comprised of the following elements: (i) fixed monthly wage (short-term fixed remuneration); (ii) variable remuneration (short term variable remuneration); (iii) long-term share-based remuneration (concession of stock options, phantom stocks and restricted shares); and (iv) benefits (healthcare plans and group life insurance).

The objective of the fixed remuneration is to recognize and reflect the value of the position internally and externally, as well as individual performance, experience, formation and seniority of the executive.

The objective of the short-term variable remuneration and long-term share-based remuneration is to reward achieving goals and holding individual assessments, aligned with the budget, strategic planning and the market. We also seek to retain talents through short-term incentives (variable remuneration) and long-term incentives (stock purchase options, phantom stocks and restricted shares).

The benefits aim at lending greater security to our administrators, allowing them to keep their focus on the performance of their respective duties.

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Management Proposal Annual and Extraordinary General Meetings 2020

(ii) in relation to the last 3 fiscal years, what is the proportion of each element in the total remuneration

Statutory Executive Board:

Statutory Executive Board

12/31/2019 12/31/2018 12/31/2017

(i) monthly fixed wage: 18.7% 36.4% 20.3%

(ii) variable 27.5% 51.5% 30.4% remuneration:

(iii) stock options, phantom stocks, and 53.0% 10.3% 48.1% restricted shares:

(iv) benefits: 0.9% 1.9% 1.2%

For purposes of calculating the incentive and the share-based remuneration, the fair value of the options, phantom stocks and restricted shares was used, in accordance with item 13.9(a) below. For the calculation of percentages relative to each element of the remuneration, it was disregarded from the total remuneration of the administrators the portion of INSS [Social Security Contribution] informed under “others” in item 13.2 below.

Board of Directors

12/31/2019 12/31/2018 12/31/2017

(i) monthly fixed wage: 100.0% 100.0% 100.0%

(ii) variable 0.0% 0.0% 0.0% remuneration:

(iii) stock options, phantom stocks, and 0.0% 0.0% 0.0% restricted shares:

(iv) benefits: 0.0% 0.0% 0.0%

Audit Committee

The members of the Audit Committee, convened in accordance with a resolution taken at the Annual General Meeting held on April 27, 2018, receive a fixed monthly remuneration.

(iii) methodology of calculation and readjustment of each of the remuneration elements

Fixed monthly wage and benefits: based on market references taking into consideration practices of companies in the same sector, as well as size and characteristics similar to those of the Company and internal references, which are periodically reassessed. Additionally, it is sought to readjust the values according to the inflation indexes as reference.

Variable remuneration, stock options, phantom stocks, and restricted shares: wage multiples based on achieving goals and individual assessment.

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Management Proposal Annual and Extraordinary General Meetings 2020

(iv) reasons which justify the composition of the remuneration

Align the interests of our administrators and collaborators with the interests of our shareholders and investors; enable us to attract and keep professionals in order to achieve our objectives; and create short and long term incentives linked to the Company’s income and the individual performance of each administrator.

(v) the existence of members not remunerated by the issuer and the reason for this

The members of the Board of Directors who, in turn, participate in the Executive Board of the controlling shareholders of the Company are not remunerated by the Company for their participation in its Board of Directors.

The Company considers quantitative and qualitative performance indicators when determining each remuneration element.

Quantitative performance targets are presented in the Company's annual business plan. The annual plan is based on individual goals defined by each manager and validated by his superior, creating goals for each director, vice-presidency and finally for the Company.

Among the corporate goals, it is worth highlighting the EBITDA, net income, and headquarters expenses. The Company also has performance targets for each of its assets, including KPIs such as revenue growth, NOI, NOI Margin, Occupancy Rate, and Delinquency. Projects under development, which should impact the Company's results for more than a year, rely on cost KPIs, IRR, NPV, leasing progress, construction progress, among others.

Among qualitative indicators we can mention annual evaluations on the individualized performance of each beneficiary, including meeting deadlines, teamwork, quality of work, among others.

The Company seeks to increase the relevance of corporate goals to the detriment of individual goals for employees of greater strategic importance to the Company and to adapt its assessment to external factors which are beyond the control of the Company.

(d) how the remuneration is structured to reflect the evolution of performance indicators

The Company establishes targets, which may be reassessed during the fiscal year, whose achievement has an impact both on the determination of the variable remuneration and in long-term share-based incentive plans (concession of stock options, phantom stocks, and restricted shares), whereas the incentive plans based on shares comply with the rules of prices and terms established in the Plan and in the Stock Option Programs of the Company and in the Long-Term Incentive Program, duly approved by the General Meeting and the Board of Directors, as the case may be.

(e) how the remuneration policy and practice aligns itself with the interests of the short, medium and long-term issuer

The Company’s remuneration strategy seeks a balance between fixed, monthly remuneration, medium-term remuneration (bonus), and long-term incentive plans (stock options, phantom stocks,

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Management Proposal Annual and Extraordinary General Meetings 2020

and restricted shares), in order to retain talents which allow to achieve our short, medium and long- term strategic objectives.

Such practice is aligned with the Company’s interests insofar as, by using individual performance assessment of the administrators as one of the parameters for medium-term remuneration and long- term incentive plans, the Company motivates them to maintain high performance levels, resulting in more efficiency and productivity for the Company.

Additionally, the evolution of Company’s result indicators has a positive impact both on the medium- term remuneration and long-term incentive plans of the administrators, encouraging them to achieve targets.

(f) existence of remuneration supported by subsidiaries, controlled companies and or parent companies, direct or indirect

There is no remuneration by our administrators supported by our subsidiaries, controlled companies or parent companies, whether direct or indirect.

(g) existence of any remuneration or benefit linked to the occurrence of a certain corporate event, such as disposal of the issuer’s corporate control

To date, there is no remuneration policy or benefit linked to the occurrence of corporate events. Notwithstanding, we can grant an extraordinary benefit linked to specific elements such as the implementation of corporate or capital transactions, partnerships, or strategic acquisitions.

(h) practices and procedures adopted by the board of directors to define the individual remuneration of the board of directors and the executive board

To define the individual remuneration of the administrators, parameters of wages of companies in the same segment which pursue best practices of human resources and/or corporate governance are used. Additionally, the budget and strategic planning of the Company are taken into consideration, as well as market conditions.

i) the issuer’s bodies and committees which participate in the decision-making process, identifying how they participate

The decision-making process related to the practices of remuneration of the Company’s administrators involves the Statutory Executive Board and the Board of Directors. According to the terms of the Company’s Bylaws, the Chairman of the Board of Directors shall apportion the overall remuneration established by the General Meeting between the bodies of the administration, which is done based on a proposal submitted by the Executive Board.

ii) Criteria and methodology used for establishing individual remuneration, indicating whether there is use of studies for verification of market practices, and, if so, the comparative criteria and the scope of these studies

The studies conducted by the Company to establish the individual remuneration of the administrators are based on market references, taking into consideration the practices of companies in the same sector, as well as of size and characteristics similar to those of the Company and internal references.

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The objective of this strategy is to ensure alignment with best market practices and keep the Company’s remuneration structure competitive.

iii) How frequently and how does the board of directors assess the adequacy of the issuer’s remuneration policy

Although the Company does not have a formal remuneration policy, the alignment of the remuneration structure with the Company’s strategies is periodically reassessed by the administration, whereas the guidelines adopted by the Company in its remuneration practice, as well as the amounts to be paid, are discussed at least once per year in the Board of Directors, in the scope of appreciation of the proposal of remuneration of the administration.

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Management Proposal Annual and Extraordinary General Meetings 2020

13.2 - Total remuneration of the board of directors, statutory executive board and audit committee

Total estimated remuneration for the current fiscal year 12/31/2020 – Annual Values (Planned)

Statutory Executive Board of Directors Audit Committee Total Board

Total number of members 7.00 6.00 - 13.00

Number of remunerated 2.00 6.00 - 8.00 members

Annual fixed remuneration

Wage or pro-labore [due 1,200,000.00 9,329,578.40 10,529,578.40 compensation for services - rendered] Direct and indirect benefits 0.00 535,000.00 - 535,000.00

Participations in committees 0.00 0.00 - 0.00

Others 240,000.00 1,865,915.68 - 2,105,915.68

Description of other fixed Charges (INSS) Charges (INSS) - remunerations

Variable remuneration

0.00 12,584,686.72 12,584,686.72 Bonus -

Income Sharing 0.00 0.00 - 0.00

Participation in meetings 0.00 0.00 - 0.00

Commissions 0.00 0.00 - 0.00

0.00 2,516,937.34 2,516,937.34 Others -

Description of other variable Charges (INSS) remunerations Post-employment 0.00 0.00 - 0.00

Cessation of office 0.00 0.00 - 0.00

Shares-based (including 0.00 11,727,881.86 - 11,727,881.86 options) - The amount of R$ 11,727,881.86 in the line shares-based remuneration is gross; it Remark includes INSS [Social Security Contribution] in the amount of R$ 316,533.89.

1,440,000.00 38,560,000.00 0.00 40,000,000.00 Total remuneration

Total remuneration for the current fiscal year 12/31/2019 – Annual Values (Realized)

Statutory Executive Board of Directors Audit Committee Total Board

Total number of members 7.00 5.67 3.00 15.67

Number of remunerated 2.00 5.67 3.00 10.67 members

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Annual fixed remuneration

Wage or pro-labore [due 900,000.00 9,396,288.00 720,000.00 11,016,288.00 compensation for services rendered] Direct and indirect benefits 0.00 457,894.94 0.00 457,894.94

Participations in committees 0.00 0.00 0.00 0.00

Others 180,000.00 1,879,257.60 144,000.00 2,203,257.60

Description of other fixed Charges (INSS) Charges (INSS) Charges (INSS) remunerations

Variable remuneration

Bonus 0.00 13,832,500.00 0.00 13,832,500.00

Income Sharing 0.00 0.00 0.00 0.00

Participation in meetings 0.00 0.00 0.00 0.00

Commissions 0.00 0.00 0.00 0.00

Others 0.00 2,766,500.00 0.00 2,766,500.00

Description of other variable Charges (INSS) remunerations Post-employment 0.00 0.00 0.00 0.00

Cessation of office 0.00 0.00 0.00 0.00

Shares-based (including 0.00 31,106,914.79 0.00 31,106,914.79 options) - The amount of R$ 31,106,914.79 in the line shares-based remuneration is gross; it Remark includes INSS [Social Security Contribution] in the amount of R$ 4,430,413.73.

Total remuneration 1,080,000.00 59,439,355.33 864,000.00 61,383,355.33

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Total remuneration for the current fiscal year 12/31/2018 – Annual Values (Realized)

Statutory Executive Board of Directors Audit Committee Total Board

Total number of members 7,00 5,00 2,00 14,00

Number of remunerated 2,58 5,00 2,00 9,58 members Annual fixed remuneration

Wage or pro-labore [due 1.075.000,00 8.898.225,76 475.333,34 10.448.559,10 compensation for services rendered] Direct and indirect benefits 0,00 452.435,77 0,00 452.435,77

Participations in committees 0,00 0,00 0,00 0,00

Others 215.000,00 1.779.645,15 95.066,67 2.089.711,82

Description of other fixed Charges (INSS) Charges (INSS) Charges (INSS) remunerations Variable remuneration

Bonus 0,00 12.575.000,00 0,00 12.575.000,00

Income Sharing 0,00 0,00 0,00 0,00

Participation in meetings 0,00 0,00 0,00 0,00

Commissions 0,00 0,00 0,00 0,00

Others 0,00 2.515.000,00 0,00 2.515.000,00

Description of other variable Charges (INSS) remunerations Post-employment 0,00 0,00 0,00 0,00

Cessation of office 0,00 0,00 0,00 0,00

Shares-based (including 0,00 2.590.942,16 0,00 2.590.942,16 options) The amount of R$ 2.590.942,16 in the line shares-based remuneration is gross; it includes Remark INSS [Social Security Contribution] in the amount of R$ 75.556,48.

Total remuneration 1.290.000,00 28.811.248,84 570.400,01 30.671.648,85

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Total remuneration for the current fiscal year 12/31/2017 – Annual Values (Realized)

Statutory Executive Board of Directors Audit Committee Total Board

Total number of members 7.00 5.00 12.00

Number of remunerated 3.00 5.00 8.00 members Annual fixed remuneration Wage or pro-labore [due compensation for services 1,200,000.00 8,378,444.66 9,578,444.66 rendered] Direct and indirect benefits 0.00 481,201.23 481,201.23

Participations in committees 0.00 0.00 0.00

Others 240,000.00 1,675,688.93 1,915,688.93

Description of other fixed Charges (INSS) Charges (INSS) remunerations Variable remuneration Bonus 0.00 12,575,000.00 12,575,000.00

Income Sharing 0.00 0.00 0.00

Participation in meetings 0.00 0.00 0.00

Commissions 0.00 0.00 0.00

Others 0.00 2,515,000.00 2,515,000.00

Description of other variable Charges (INSS) remunerations Post-employment 0.00 0.00 0.00

Cessation of office 0.00 0.00 0.00

Shares-based (including 0,00 23,504,858.34 23,504,858.34 options) - Total number of members (letter “b”) and number of remunerated members (letter “c”) were calculated in accordance with Circular Official Letter /CVM/SEP No.º 02/2020. - Values presented for the total remuneration of the administrators differ from those presented in the financial statements of the fiscal year as a result of the increase in this item 13.2 of the values paid by the Company to the INSS [Social Security Department] in the line “others”, as well as due to the fact that the Remark value informed in the financial statements refers to the best estimate of the total value of the remuneration for that fiscal year which the Company had at the time of disclosure of the financial statements, given that the variable remuneration for a certain fiscal year is only paid in the following fiscal year when the financial statements have already been published. - The amount of R$ 23,504,858.34 in the line shares-based remuneration is gross; it includes INSS [Social Security Contribution] in the amount of R$ 3,653,135.93.

Total remuneration 1,440,000.00 49,130,193.16 0.00 50,570,193.16

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13.3 – Variable remuneration of the board of directors, statutory executive board and audit committee

Statutory Executive Fiscal Council Planned for 2020 (in thousands of R$) Board of Directors Total Board

Total number of members 7 6 3 16

Number of remunerated members 0 6 0 6

Bonus

Minimum value set forth in the 0 0 0 0 remuneration plan

Maximum value set forth in the 0 19,663 0 19,663 remuneration plan

Value set forth in the remuneration plan, 0 15,102(1) 0 15,102(1) if the targets were achieved

Value effectively recognized in the N/A N/A N/A N/A income of the fiscal year

Profit sharing

Minimum value set forth in the N/A N/A N/A N/A remuneration plan

Maximum value set forth in the N/A N/A N/A N/A remuneration plan

Value set forth in the remuneration plan, N/A N/A N/A N/A if the targets were reached

Value effectively recognized in the fiscal N/A N/A N/A N/A year income (1) The amount of R$ 15,102 thousand refers to the bonus (R$ 12,585 thousand) plus social charges which are the burden of the employer corresponding to 20% (R$ 2,517 thousand).

Statutory Executive Fiscal Council 2019 (in thousands of R$) Board of Directors Total Board

Total number of members 7 5.67 3 15.67

Number of remunerated members 0 5.67 0 5.67

Bonus

Minimum value set forth in the 0 0 0 0 remuneration plan

Maximum value set forth in the 0 17,575 0 17,575 remuneration plan

Value set forth in the remuneration plan, 0 13,845 0 13,845 if the targets were achieved

Value effectively recognized in the N/A 16,599(1) N/A 16,599(1) income of the fiscal year

Profit sharing

Minimum value set forth in the N/A N/A N/A N/A remuneration plan

Maximum value set forth in the N/A N/A N/A N/A remuneration plan

Value set forth in the remuneration plan, N/A N/A N/A N/A if the targets were reached

Value effectively recognized in the fiscal N/A N/A N/A N/A year income (1) The amount of R$ 16,599 thousand refers to the bonus (R$ 13,833 thousand) plus social charges which are the burden of the employer corresponding to 20% (R$ 2,766 thousand).

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Statutory Executive Fiscal Council 2018 (in thousands of R$) Board of Directors Total Board

Total number of members 7 5 2 14.00

Number of remunerated members 0 5 0 5.00

Bonus

Minimum value set forth in the 0 0 0 0 remuneration plan

Maximum value set forth in the 0 17,575 0 17,575 remuneration plan

Value set forth in the remuneration plan, 0 13,845 0 13,845 if the targets were achieved

Value effectively recognized in the 0 15,090(1) 0 15,090(1) income of the fiscal year

Profit sharing

Minimum value set forth in the N/A N/A N/A N/A remuneration plan

Maximum value set forth in the N/A N/A N/A N/A remuneration plan

Value set forth in the remuneration plan, N/A N/A N/A N/A if the targets were reached

Value effectively recognized in the fiscal N/A N/A N/A N/A year income (1) The amount of R$ 15,090 thousand refers to the bonus (R$ 12,575 thousand) plus social charges which are the burden of the employer corresponding to 20% (R$ 2,515 thousand).

Statutory Executive 2017 (in thousands of R$) Board of Directors Fiscal Council Total Board

Total number of members 7 5 0 12.00

Number of remunerated members 0 5 0 5.00

Bonus

Minimum value set forth in the 0 0 0 0 remuneration plan

Maximum value set forth in the 0 15,977 0 15,977 remuneration plan

Value set forth in the remuneration plan, 0 11,983 0 11,983 if the targets were achieved

Value effectively recognized in the 0 15,090(1) 0 15,090(1) income of the fiscal year

Profit sharing

Minimum value set forth in the N/A N/A N/A N/A remuneration plan

Maximum value set forth in the N/A N/A N/A N/A remuneration plan

Value set forth in the remuneration plan, N/A N/A N/A N/A if the targets were reached

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13.4 – Shares-based remuneration plan of the board of directors and statutory executive board

Stock Option Program (can be liquidated in equity securities)

(a) general terms and conditions

The stock option plan is managed by our Board of Directors; it is up to our Chief Executive Officer to determine the beneficiaries to whom the stock options issued by us shall be granted and submit to the approval of the Board of Directors such beneficiaries and the number of options to be granted. Each option entitles the beneficiary to buy a share issued by us.

The concession of options, within the stock option plan, may not confer acquisition rights over a number of shares which exceeds, at any time, 7% of the total number of shares of our capital stock, observing that the total number of shares issued or which can be issued according to the terms of the stock option plan must always be within the limit of our authorized capital.

Since 2014, new stock options were not granted in the scope of the stock options plan, given that almost the entire limit of shares issued or subject to be issued according to the terms of the plan, corresponding to 7% of the total number of shares of the Company’s capital stock, was exhausted.

(b) main objectives of the plan

The plan’s objective is to enable administrators and employees as well as our service providers and those of other companies under our control, observing certain conditions, acquire shares issued by us, with view to: (a) encourage the expansion, success and achievement of our corporate objectives; (b) align the interests of the beneficiaries of the call options with the interests of our shareholders; and (c) enable us or other companies under our control to attract and retain administrators, employees and service providers.

By granting stock options issued by us to the beneficiaries, we consider that we encourage beneficiaries of the plan to devote themselves fully to achieve our objectives, contributing to the growth of the Company and, consequently, to the appreciation of the shares issued by us. The incentive in shares attracts and retains administrators, employees and service providers.

(d) how the plan fits into the issuer’s remuneration policy

Although it is characterized as an incentive and not a remuneration plan, the stock option plan is one of the global incentive elements of the administrators, and represents a share-based long-term remuneration. The shares-based remuneration is to complement the fixed and variable remuneration and benefits.

(e) how the plan aligns the interests of the administrators and of the short, medium and long term issuer

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Management Proposal Annual and Extraordinary General Meetings 2020

The plan aligns the interests of the administrators to those of the Company in the medium and long term, as the options granted can only be fully exercised after four years counted from their concession have elapsed (i) a total of up to 33.4% of the shares which are the purpose of the Option can be acquired or subscribed after two years from their concession, (ii) an additional of up to 33.3% of the shares contemplated in the Option can be acquired or subscribed after three years from the date of the concession, and (iii) the other 33.3% of the Option’s shares can be acquired or subscribed after four years from the date of their concession.

The scope of the plan is to align the interests of the Company’s administrators in the long term. In the short and medium term, the interest is aligned by fixed and variable remuneration, as indicated in items 13.1(b) and (e) above.

(f) maximum number of shares covered

7% of the total shares which make up the capital stock of the Company.

(g) maximum number of options to be granted

There are no restrictions, provided that the limit set forth in item (f) above is observed.

(h) conditions of acquisition of shares

According to the terms of plan, the administrators, employees and service providers of the Company or of other companies under its control may be selected as beneficiaries of the shares granted.

The Plan is divided into three periods which begin after its second, third and fourth anniversary, from which the beneficiaries can acquire or subscribe, respectively, up to 33.4%, 33.3% and 33.3% pf the shares which are the purpose of the options. The exercise price will be defined based on the weighted average by the volume of negotiation of the quotation of shares of the same class and type issued by the Company in the last twenty trading sessions of B3 S.A. – Brasil, Bolsa, Balcão [Brazil, Stock Exchange, Counter Market immediately prior to the date of the concession of the option and monetarily indexed as determined by the Board of Directors.

The exercise of the options must be formalized by the beneficiary in writing, indicating the number of shares intended. Within two business days, counted from receiving this communication, the Company shall inform to the beneficiary, in addition to the exercise price, which value shall be paid in a single time, with the beneficiary’s own funds, in up to ten business days counted from registration of the relevant shares in his/its own name.

The Board of Directors may impose terms and/or conditions precedent to the option’s exercise, and impose restrictions on the transfer of the shares acquired from exercising the options; it may also reserve for the Company repurchase options or preemption rights in the case of disposal by the beneficiary of these same shares, until expiry of the term and/or compliance with the conditions established.

For more details on the plan, see also items (e), (i), (j) and (k).

(i) criteria for the establishment of the price of acquisition or exercise

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Management Proposal Annual and Extraordinary General Meetings 2020

Our Board of Directors shall set the exercise price of the options granted according to the terms of the plan, which shall be based on the weighted average by the trading volume of the quotation of shares issued by us of the same class and type in the last 20 (twenty) trading sessions at B3 S.A. – Brasil, Bolsa, Balcão immediately prior to the date of concession of the Option. For purposes of exercise, the price shall the monetarily indexed in accordance with the Broad National Consumer Price Index (IPCA), published by the Brazilian Institute of Geography and Statistics (IBGE), or by another index determined by the Board of Directors, until the date of the effective exercise of the option.

(j) criteria for fixing the term of the exercise

The terms for exercise of the options were predetermined in the plan, as follows: for each beneficiary, in each program (i) up to 33.4% of the shares contemplated in the options may be acquired or subscribed after two years before the date of concession, (ii) an additional up to 33.3% of the shares contemplated in the options may be acquired or subscribed after three years from the concession date and (iii) the other 33.3% of the shares contemplated in the options may be acquired or subscribed after four years from the concession date. The options are valid for up to 6 years after the concession.

The options granted to our CEO became enforceable 180 days after our first public offering of shares, in July 2007.

(k) manner of liquidation

The Options granted according to the terms of the plan may be exercised, wholly or partially, in compliance with the terms and conditions stipulated by the Board of Directors, and the terms and conditions set forth in the relevant option agreements.

The maximum term for the exercise of the options shall be determined by the Board of Directors, but in no case shall the exercise period of an option exceed six years from the date of its concession.

The beneficiary wishing to exercise his/its option shall inform the Company, in writing, its intention to do so and indicate the number of options which it wishes to acquire. The Company shall inform the beneficiary, within 2 business days counting from receipt of the aforementioned communication, the exercise price to be paid and the form of payment, based on the quantity of shares informed by the beneficiary, the Company’s administration shall take all the steps necessary to formalize the acquisition the shares to be exercised.

The exercise price shall be paid to the Company, in a single payment, with the beneficiary’s own funds, within ten days after registration of the relevant shares in the beneficiary’s name in the books of the depositary financial institution.

(I) restrictions to the transfer of the shares

The Board of Directors may impose terms and/or conditions precedent for exercise of the option, and impose restrictions on the transfer of shares acquired with the exercise of the options, it may also reserve for the Company repurchase options or preemption rights in the case of disposal by the beneficiary of these same shares, until the end of the term and/or compliance with the conditions established, By the date of this report, the Board of Directors has not imposed any restriction or condition to the transfer of shares purchased by options.

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Management Proposal Annual and Extraordinary General Meetings 2020

(m) criteria and events, which, when verified, shall entail the suspension, alteration or extinction of the plan

The options granted according to the terms of the plan shall be automatically extinguished, all their effects legally ceasing, in the following cases,: (a) upon their full exercise; (b) after the elapsing of the term of effectiveness of the option; (c) in the event of violation, by the beneficiary, of the rules of the plan or of the provisions of the option agreement; (d) upon dissolution of the option agreement; or (e) if the Company is dissolved, liquidated or has its bankruptcy decreed.

(n) effects of the exit of the administrator from the bodies of the issuer on its rights set forth in the shares-based remuneration plan

In the cases of termination of the beneficiary by dismissal or termination of the service agreement, with or without cause, waiver or removal from office, retirement, permanent disability or death, the rights conferred to him according to the plan may be extinguished or modified, observing the provisions below.

If, at any time, during the effectiveness of the plan, the beneficiary:

(a) voluntarily resigns from the Company, submitting his resignation from the job, terminating his service agreement or resigning from the office of administrator: (i) the rights which may not yet be exercised according to the relevant option agreement, on the date of his termination, shall be automatically and legally extinguished, regardless of prior notice or indemnification; and (ii) the rights which may already be exercised according to the respective option agreement, on the date of his termination, may be exercised, within 30 (thirty) days counted from the date of termination, after which such rights will be automatically and legally extinguished, regardless of prior notice or indemnification;

(b) is terminated from the Company by the latter’s will, upon termination of his employment contract or of the service agreement for cause or removal from his office for violating his duties and attributions, all the rights which may already be exercised or which may not yet be exercised in accordance with the respective option agreement, on the date of his termination, shall be automatically and legally extinguished, regardless of the prior notice or indemnification;

(c) is terminated from the Company by the latter’s will, upon termination of the service agreement, without cause, or removal from his office without violation of his duties and attributions: (i) the rights which may not yet be exercised in accordance with the relevant option agreement, on the date of his termination, shall remain automatically and legally extinguished, regardless of prior notice or indemnification; and (ii) the rights which may already be exercised according to the relevant option agreement, on the date of his termination, may be exercised within 30 (thirty) days after the date of termination of the beneficiary, according to the instructions established by the Company, after which such rights shall be automatically and legally extinguished, regardless of prior notice or indemnification;

(d) terminate his relationship with the Company due to retirement or permanent disability: (i) the Board of Directors of the Company shall decide on the possibility of the rights which may not yet be exercised according to the option agreement, on the date of his termination, becoming automatically subject to exercise, the grace period or the legal extinction of such rights being accelerated, regardless of prior notice or indemnification; and (ii) the rights which may already be exercised according to the option agreement on the date of his termination may be

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exercised within 1 (one) year counted from the date of termination, after which such rights shall be automatically and legally extinguished, regardless of prior notice or indemnification;

(e) if he dies: (i) the Board of Directors of the Company shall decide on the possibility of the rights which may not yet be exercised in accordance with the relevant option agreement, on the date of his death, shall be automatically exercised, the grace period being accelerated, and the legal heirs and successors of the beneficiary may exercise the relevant option, provided that they do so in 1 year counting from the date of the death, after which they will be automatically and legally extinguished, regardless of prior notice or indemnification, or upon extinction, legally, of such rights; and (ii) the rights which may already be exercised in accordance with the relevant option agreement, on the date of his death, may be exercised by the legal heirs and successors, provided that they do so within 1 year, counting from the date of the death, after which such rights will be automatically and legally extinguished, regardless of prior notice or indemnification.

Remuneration Program based on the Variation of the Value of Shares (Phantom Stocks)

(a) general terms and conditions

The Long-Term Incentive Plan – Phantom Stocks (“Phantom Plan”) is administered by our Board of Directors, our CEO shall determine the beneficiaries to whom the investment units referenced in the variation of the shares issued by the Company (phantom stocks) shall be granted and submit to the approval of the Board of Directors such beneficiaries and the number of phantom stocks to be granted. Each phantom stock confers to its holder the right to receive a monetary premium, whose amount shall be determined according to the formula set forth in Clause 7.1 of the Phantom Plan, based on the variation of the “Reference Value” (as defined in the Phantom Plan), which corresponds to the average quotation of the shares of the Company in B3 S.A. – Brasil, Bolsa, Balcão, calculated by dividing the financial volume and the number of shares traded, accumulated in the 20 (twenty) trading sessions immediately prior to the date of its calculation.

(b) main objectives of the plan

The objective of the Phantom Plan is to allow the payment of a premium, referenced in the appreciation of the Company’s shares, provided that observing certain terms and conditions, to certain participants, by the concession of phantom stocks, with view to: (a) create a long-term vision and sustainability ; (b) encourage the expansion, success and accomplishment of the Company’s corporate objectives; (c) align the interests of the participants to those of the Company’s shareholders and (d) permit to the Company or other companies under its control to attract and keep the participants linked to it (them).

By granting phantom stocks to the beneficiaries, we consider that we are encouraging the beneficiaries of the Phantom Plan to devote themselves fully to the achievement of our objectives, contributing to the Company’s growth and, consequently, to the appreciation of the shares issued by us. The remuneration in shares attracts and retains administrators, employees and service providers.

(d) how the plan fits into the issuer’s remuneration policy

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Management Proposal Annual and Extraordinary General Meetings 2020

The Phantom Plan is one of the elements of the overall remuneration of the administrators, and can be classified as a share-based long-term remuneration. The remuneration based on shares complements the fixed and variable remuneration and the benefits.

(e) how the plan is aligned with the interests of the administrators and of the short, medium and long-term issuer

The Phantom Plan aligns the interests of the administrators to those of the Company in the medium and long term, as the phantom stocks granted may only be redeemed in full after four years counted from their concession have elapsed, (i) a total 33,4% of the phantom stocks may be redeemed after two years from the date of their concession; (ii) an additional 33,3% of the phantom stocks may be redeemed after three years from the concession date (iii) the other 33,3% of the phantom stocks may be redeemed after four years from the date of their concession.

The scope of the Phantom Plan is to align the interests of the administrators to those of the Company in the long term. In the short and medium term, the alignment of interests is made by fixed and variable remuneration (bonus), as indicated in items 13.1(b) and (e) above.

(f) maximum number of shares covered

Not applicable, as the phantom stocks do not attribute to their holder the right to subscribe or acquire shares, nor does it confer to it/him the status of shareholder of the Company or any other privilege inherent to such status.

(g) maximum number of options to be granted

Not applicable.

(h) shares acquisition conditions

Not applicable, as the phantom stocks do not attribute to their holder the right to subscribe or acquire shares nor confers to the latter the status of shareholder of the Company or any other privilege inherent to such status.

(i) criteria for the establishment of the acquisition or exercise price

The reference value of the phantom stocks on the concession date corresponding to the average quotation of the Company’s shares in B3 S.A. – Brasil, Bolsa, Balcão, calculated by dividing financial volume by the number of shares traded, accumulated in the 20 (twenty) trading sessions immediately prior to the base date of their calculation, based on the information available in the Bloomberg terminal. For redemption purposes, the reference value of the phantom stocks on the concession date shall be monetarily indexed monthly according to the Broad National Price Index (IPCA), published by the Brazilian Institute of Geography and Statistics (IBGE - Instituto Brasileiro de Geografia e Estatística), or other official index which replaces it, from the date of execution of the concession contract until the date of communication of redemption.

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Management Proposal Annual and Extraordinary General Meetings 2020

(j) criteria for establishment of the exercise term

The terms for redemption of the phantom stocks were predetermined in the Phantom Plan, as follows: for each beneficiary, in each program (i) 33.4% of the phantom stocks may be redeemed after two years from the date of their concession; (ii) an additional 33.3% of the phantom stocks may be redeemed after three years from the concession date and (iii) the other 33.3% of the phantom stocks may be redeemed after four years from the date of their concession. The phantom stocks are valid for up to 6 years after the concession.

(k) manner of liquidation

The phantom stocks granted according to the terms of the Phantom Plan may be exercised, wholly or partially, subject to the terms and conditions stipulated by the Board of Directors, and the terms and conditions set forth in the relevant concession contracts.

The Investment Units may be redeemed by the participant, at no cost to the latter, upon delivery of communication in writing to the Company within 5 (five) business days counted from each periodical disclosure of the reference value made by the Company, it being established that only full redemptions of each tranche shall be allowed (33.4%, 33.3% and 33.3%).

(I) restrictions to the transfer of shares

Not applicable, as the phantom stocks do not attribute to their holder the right to subscribe or acquire shares, nor confers to the same the status of shareholder of the Company or any other privilege inherent to such status.

(m) criteria and events which, when verified, shall lead to suspension, alteration or extinction of the plan

The rights conferred to the participant as a result of the Phantom Plan shall be extinguished automatically, all of their effects stopping legally, in the following cases: (a) if the phantom stocks are fully redeemed; (b) if the participant violates any of the rules established in the Phantom Plan, in the respective concession contract or which are fixed by the Company’s Board of Directors; (c) if the parties decide to dissolve this concession contract; (d) after the lapse of the maximum term of exercise established in the relevant concession contracts; and (e) if the Company is dissolved, liquidated or has its bankruptcy decreed.

Additionally, if the Company becomes involved in corporate reorganization operations, such as transformation, acquisition, merger and acquisition of shares, the Company’s Board of Directors may determine, at its discretion, adjustments in how the reference value of the phantom stocks is calculated and in the other terms and conditions of the respective concession contracts, so as to maintain the balance of the relations among the parties, avoiding distortions in the application of the Phantom Plan.

Accordingly, if modifications in the Company’s corporate structure are made, as a result of bonuses, splits, grouping or conversion of shares of a kind or class into another or conversion into shares of other securities issued by the Company, the Board of Directors shall make the corresponding adjustments in the phantom stocks referential, so as to maintain the balance of relations among the parties, avoiding distortions in the application of the Phantom Plan.

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(n) effects of exit of the administrator from the issuer’s bodies on its rights set forth in the shares based remuneration plan

In the cases of termination or death of the participant, the rights conferred to him according to the Phantom Plan may be extinguished or modified, as set forth below.

If, at any time, the Participant:

(a) terminates its/his relationship with the Company through its/his own will, submitting his resignation from the job, renouncing his position as administrator, or terminating his service agreement or is terminated from the Company by the latter’s will, for reasons different from those listed in item “b” below, upon description from his position or termination of his service agreement: (i) the phantom stocks not yet redeemable in accordance with the relevant concession contract, on the date of his termination, shall be automatically extinguished, regardless of prior notice or notification, and without right to any indemnification; and (ii) the phantom stocks already redeemable according to the relevant concession contract, on the date of his termination, can be redeemed, within 30 (thirty) days counted from the date of termination (provided that the term of effectiveness of said concession contract is observed);

(b) is terminated from the Company voluntarily, by termination for cause, or serious negligence resulting in removal from office or termination of his service agreement, all the phantom stocks, whether they are redeemable or not yet redeemable according to the relevant concession contract, on the date of his termination, shall be automatically extinguished, regardless of prior notice and without right to any indemnification;

(c) leaves the Company due to retirement or permanent disability (i) the Company’s Board of Directors shall decide on the possibility that the phantom stocks not yet redeemed, in accordance with the relevant concession contract, on the date of his termination, become automatically redeemable, legally accelerating the grace period, regardless no prior notice or notification which may be redeemable within 12 (twelve) months counted from the retirement or permanent disability date (provided that the term of effectiveness of the relevant concession contract is observed); and (ii) the phantom stocks already redeemable in accordance with the concession contract, on the date of his termination, may be exercised within 12 (twelve) months from the date of the respective termination (provided that the term of effectiveness of the relevant concession contract), after which they will be automatically and legally extinguished, regardless of prior notice of any indemnification; and

(d) dies: (i) the Board of Directors of the da Company shall resolve on the possibility of phantom stocks not yet being redeemable, according to the relevant concession contract, on the date of his death, will become automatically redeemable, accelerating the grace period, whereas the estate may be, or if closed, the legal heirs and successors of the participant, redeems the relevant phantom stocks, provided that they do so within 12 (twelve) months, counting from the date of the death (provided that observing the term of effectiveness of the respective concession contracts), after which such phantom stocks shall be automatically and legally extinguished, regardless of prior notice or notification; and (ii) the phantom stocks already redeemable, according to the respective concession contract, on the date of his death, may be redeemed by the estate, or, if the latter has ended, the legal heirs and successors of the participant, within 12 (twelve) months counted from the date of the death (provided that observing the term of effectiveness of the relevant concession contracts), after which they will be automatically and legally extinguished, regardless of prior notice or notification, and without right to any indemnification.

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Plan of Grant of Restricted Shares

(a) general terms and conditions This is a long-term shares-based incentive plan, (share-based long-term remuneration), called the Plan of Grant of Restricted Shares ("Restricted Shares Plan"), whose terms and conditions permit the granting of common shares issued by the Company, subject to certain restrictions ("Restricted Shares"), to the Company's managers, employees and service providers, or other companies under its control ("Participants"), to be selected by the Board of Directors.

(b) main purposes of the plan The Restricted Shares Plan, when permitting the granting of Restricted Shares to the Participants, has as its purpose: (a) to enable the Company and/or other companies under its control to attract and retain the Participants; (b) to stimulate the expansion, success and achievement of the social objectives of the Company and the companies under its control; and (c) align the interests of the Participants with the Company’s shareholders, by giving the Participants the possibility of becoming shareholders of the Company.

(c) how the plan contributes to those purposes By granting Restricted Shares to the Participants, we believe that we encourage even more the participants of the plan to dedicate themselves to our purposes, contributing to the Company's growth and, consequently, to the appreciation of our shares. The remuneration in shares attracts and retains managers, employees and service providers.

(d) how the plan fits into the issuer’s remuneration policy The Phantom Plan is one of the elements of the managers' global remuneration and is included as a share-based remuneration for the long term. Share-based remuneration is complementary to the fixed and variable compensation and benefits.

(e) how the plan aligns the interests of the managers and the issuer in the short, medium and long term The Restricted Shares Plan aligns the interests of the managers to the Company in the medium and long term, as the rights of the Participants in relation to the Restricted Shares will only be fully acquired if the Participants remain continuously linked to the Company or to companies under its control, as the case may be, in the period between the grant date and the grace period determined in the respective programs, as defined by the Board of Directors.

The Restricted Shares Plan has as scope to align the interests of the managers with the Company in the long term.

(f) maximum number of shares covered The total number of Restricted Shares not fully acquired (excluding Vested Restricted Shares and Acquired Shares, as defined in the Restricted Shares Plan), considering the sum of all grants carried out under the Restricted Shares Plan, shall not exceed 3% (three percent) of the shares representing

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the Company's total capital stock ("Global Limit"). Additionally, the maximum number of Restricted Shares that may be granted by the Board of Directors annually shall be limited to 0.5% (one-half percent) of the shares representing the Company's total capital stock ("Annual Limit").

Therefore, on the date of approval of each grant program, the Board of Directors will verify if the amount of Restricted Shares that it intends to be granted in the program in question is in accordance with the Global Limit and the Annual Limit, being it certain that, in the case of Global Limit, the calculation shall take into account only the Restricted Shares not fully acquired, so that the Vested Restricted Shares and the Acquired Shares should not be considered in the computation of such limit.

(g) maximum number of options to be granted Not applicable, considering that the Restricted Shares Plan does not contemplate the granting of stock options.

(h) conditions for the acquisition of shares Subject to the other terms and conditions established in the respective programs and/or in the grant agreements, and subject to the hypotheses of extinction, modification and anticipation of the grants provided for in the Restricted Shares Plan, the Participants' rights related to the Restricted Shares will only be fully acquired if the Participants remain continuously tied to the Company or the company under its control, as the case may be, in the period between the date of approval of the respective grant by the Company's Board of Directors and the grace periods determined in the respective programs, as defined by Board of Directors.

The Board of Directors, subject to the limits established by law and by the Bylaws, will have broad powers to take all necessary and appropriate measures for the administration of the Restricted Shares Plan and the respective grant programs, and may (i) subordinate the acquisition of rights related to the Restricted Shares to certain conditions; (ii) impose restrictions on their transfer; (iii) reserve to the Company repurchase options and/or preemptive rights in the event of the disposal by the Participant of such Restricted Shares; (iv) decide to condition the granting of Restricted Shares to the voluntary investment of own financial resources by the Participant in the acquisition and maintenance of shares issued by the Company, at its own risk.

(i) criteria to determine the acquisition or exercise price There is no exercise price, considering that it is not a stock option plan. The Reference Price per Restricted Share defined in the Restricted Shares Plan, which means the price per Restricted Share used as a reference in the calculation of the fair value of the respective grants for accounting purposes, will be equivalent to the closing price of the Company's share in B3 S.A. in the trading day of the Granting Date (as defined in the Restricted Shares Plan).

(j) criteria to determine the exercise period The grace periods for the full acquisition of the rights related to the Restricted Shares will be determined by the Board of Directors upon approval of each grant program. The criteria for determining the grace periods to be used by the Board of Directors must comply with the scope of the

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Restricted Shares Plan to align the interests of the managers with those of the Company in the long term.

For Plan 1 approved in August 15, 2018 and Plan 2, approved in November 20, 2019, the grace period will be up to five years, with releases of 25.0% in the second year, 25.0% in the third year, 25.0% in the fourth year and 25.0% in the fifth year.

(k) form of settlement Once the conditions set forth in the Restricted Shares Plan and the respective grant agreements have been met, and provided the applicable legal and regulatory requirements are observed, the Company, within 15 (fifteen) days, regardless of any notice or action by the Participant, will forward the order for the Bookkeeping financial institution of the shares issued by the Company to transfer to the Participant's name, by means of a private operation, the number of Vested Restricted Shares to which the Participant is entitled (after due tax withholding).

(I) restrictions on the transfer of shares The Board of Directors may subordinate the acquisition of rights related to the Restricted Shares to certain additional conditions, as well as impose restrictions on its transfer, and may also reserve to the Company repurchase options and/or preemptive rights in the event of the disposal by the Participant of the same Restricted Shares. Until the present date, the Board of Directors has not imposed any additional restrictions or conditions on the transfer of the Restricted Shares beyond those set forth in the Restricted Shares Plan and their respective grant programs.

(m) criteria and events that, when verified, will cause the suspension, alteration or extinction of the plan The right to the effective receipt of the Restricted Shares under the Plan and the Programs shall automatically terminate and without any right to indemnification, and cease all of its effects by right in the following cases: (a) if the Company is dissolved, liquidated or has its bankruptcy decreed; (b) in the event of withdrawal of the Participant provided for in the respective program and grant agreement; or (c) by means of the termination of the grant agreement, provided that the Board of Directors may, at its sole discretion, whenever it deems that the interests are best served by such measure, apply rules different from those provided above, granting differential treatment to a particular Participant.

In the event of a corporate or operation reorganization that result in a change in the number, type and class of shares of the Company, it will be the responsibility of the Board of Directors to examine whether any adjustments in the Programs will need to be made or to propose to the General Meeting adjustments to the Plan in order to maintain the balance between the parties, without prejudice to the Company or to the rights of the Participants. Any significant legal change regarding the regulation of corporations, publicly-held companies, labor legislation and/or the fiscal effects of a plan of grant of restricted shares may lead to partial or complete revision of the Plan.

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(n) effects of withdrawal of the manager from the issuer’s bodies over its rights under the share-based remuneration plan In the event of withdrawal of the Participant, the rights conferred on him/her under the Restricted Shares Plan may be terminated, modified or anticipated, as defined by the Board of Directors for each program.

Until the present date, the Board of Directors approved the 1st and 2nd Program of Grant of Restricted Shares, in meetings held on August 15, 2018 and November 20, 2019, which established the effects of withdrawal of the manager, as follows:

If, at any time, the Participant:

(a) withdraws from the Company (a) through its own will, by voluntary termination, submission of resignation from the office of administrator or termination of the service agreement; (b) through the will of the Company, by termination by the Company and/or companies controlled by it, with or without just cause; or (c) as a result of retirement previously agreed with the Company or permanent disability: the Participant will lose all and any right related to the Restricted Shares that have not become Vested Restricted Shares, which will be automatically extinguished on the date of Withdrawal, legally, regardless of prior notice or notification, and without any right to any indemnity to the Participant, it being established that the Vested Restricted Shares existing on the date of withdrawal, which have not been effectively transferred by the Company to the Participant, will be delivered within the deadline and pursuant to the terms set forth in this 1st Program. Notwithstanding the above, in exceptional cases, the Board of Directors may, at its sole discretion, decide to advance, partially or totally, the grace period of the Restricted Shares.

(b) dies: 50% (fifty percent) of the total Restricted Shares granted but not yet transferred to the Participant pursuant to the Clause 6 above shall become Vested Restricted Shares on the date of Withdrawal, at which time the estate or heirs of the Participant, as the case may be, shall receive the Vested Restricted Shares, which will be delivered within the deadline and pursuant to the terms set forth in this Grant Agreement, it being established that the Participants will lose all and any rights related to the other 50% (fifty percent) of the Restricted Shares granted but not yet transferred to him pursuant to Clause 6 above, which will be automatically terminated on the Withdrawal date, legally, regardless of prior notice or notification and without right to any indemnity to the Participant. Notwithstanding the above, in exceptional cases, the Board of Directors may, at its sole discretion, decide to advance, partially or totally, the grace period of the Restricted Shares.

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13.5 – Shares-based remuneration of the board of directors and the statutory executive board

Planned for 2020

Remuneration based on shares of the fiscal year ended on December 31, 2020

Board of Directors Executive Board

Total number of members 7 6

Total number of remunerated members 0 6

Average weighted price of the fiscal year(1)

(a) Outstanding options at the beginning of the fiscal year - R$20.72

(b) Options lost during the fiscal year - -

(d) Options expired during the fiscal year - -

Potential dilution in the case of the exercise of all - - options granted (1) For outstanding options at the beginning of the fiscal year, the options granted and not exercised until this date were considered, regardless of their having matured or not.

Fiscal year ended on December 31, 2019

Remuneration based on shares of the fiscal year ended on December 31, 2019

Board of Directors Executive Board

Total number of members 7 5.67

Total number of remunerated members 0 5.67

Average weighted price of the fiscal year(1)

(a) Outstanding options at the beginning of the fiscal year - R$20.72

(b) Options lost during the fiscal year - -

(d) Options expired during the fiscal year(3) - R$26.44

Potential dilution in the case of the exercise of all - 0.6603% options granted(4) (1) For outstanding options at the beginning of the fiscal year, the options granted and not exercised until this date were considered, regardless of their having matured or not. The exercise price was weighted by the number of options of the Board of Directors and of the Executive Board using the price restated to this date of each option in accordance with the readjustment set forth in the Plan. (2) For options exercised during the fiscal year, the exercise price of each option restated to the date of its exercise and weighted by the number of options exercised was considered. (3) On May 14, 2019, 1.920.000 share purchase options were canceled relating to Program 8 granted on May 14, 2013, which expired after the lapse of six years since their granting. It was considered the price of the shares as of May 14, 2019. (4) Considering the investment units of the phantom programs as a new share, for potential dilution purposes, despite the program not being settled in shares.

Concessions recognized in the fiscal year ended on December 31, 2019

Board of Directors Executive Board

Concession of stock options

Date of concession - 20/11/2019

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Quantity of options granted - 437.500

20/11/2021 – 25,0% 20/11/2022 – 25,0% Term for the options to become exercisable - 20/11/2023 – 25,0% 20/11/2024 – 25,0%

Maximum term for exercise of the options - 20/11/2024

Term of restriction to transfer of shares - None

Fair value of the options on the concession date - R$27,11

Fiscal year ended on December 31, 2018

Remuneration based on shares of the fiscal year ended on December 31, 2018

Board of Directors Executive Board

Total number of members 7 5

Total number of remunerated members 0 5

Average weighted price of the fiscal year(1)

(a) Outstanding options at the beginning of the fiscal year - R$20,75

(b) Options lost during the fiscal year - -

(d) Options expired during the fiscal year - -

Potential dilution in the case of the exercise of all - 0,6504% options granted(2) (1) For outstanding options at the beginning of the fiscal year, the options granted and not exercised until this date were considered, regardless of their having matured or not. The exercise price was weighted by the number of options of the Board of Directors and of the Executive Board using the price restated to this date of each option in accordance with the readjustment set forth in the Plan. For options exercised during the fiscal year, the exercise price of each option restated to the date of its exercise and weighted by the number of options exercised was considered. There were no options lost or expired in fiscal year 2017. (2) Considering the investment units of the phantom programs as a new share, for potential dilution purposes, despite the program not being settled in shares.

Concessions recognized in the fiscal year ended on December 31, 2018

Board of Directors Executive Board

Concession of stock options

Date of concession - 15/08/2018

Quantity of options granted - 862.500

15/08/2020 – 25,0% 15/08/2021 – 25,0% Term for the options to become exercisable - 15/08/2022 – 25,0% 15/08/2023 – 25,0%

Maximum term for exercise of the options - 15/08/2025

Term of restriction to transfer of shares - None

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Fair value of the options on the concession date - R$17,43

Fiscal year ended on December 31, 2017

Remuneration based on shares of the fiscal year ended on December 31, 2017

Board of Directors Executive Board

Total number of members 7 5

Total number of remunerated members 0 5

Average weighted price of the fiscal year(1)

(a) Outstanding options at the beginning of the fiscal year - R$19,86

(b) Options lost during the fiscal year - -

(d) Options expired during the fiscal year - -

Potential dilution in the case of the exercise of all - - options granted(2) (1) For outstanding options at the beginning of the fiscal year, the options granted and not exercised until this date were considered, regardless of their having matured or not. The exercise price was weighted by the number of options of the Board of Directors and of the Executive Board using the price restated to this date of each option in accordance with the readjustment set forth in the Plan. For options exercised during the fiscal year, the exercise price of each option restated to the date of its exercise and weighted by the number of options exercised was considered. There were no options lost or expired in fiscal year 2018. (2) There was no concession of options in fiscal year 2017.

Concessions recognized in the fiscal year ended on December 31, 2017 ²

Board of Directors Executive Board

Concession of stock options

Date of concession - -

Quantity of options granted - -

Term for the options to become exercisable - -

Maximum term for exercise of the options - -

Term of restriction to transfer of shares - -

Fair value of the options on the concession date - - (2) There was no concession of options in fiscal year 2017.

13.6 - Information on outstanding options held by the board of directors and by the statutory executive board

Options outstanding at the end of the fiscal year ended on December 31, 2019

Board of Directors Executive Board

Total number of members 7 5.67

Total number of remunerated members 0 5.67

Options not yet exercisable

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Quantity - 1,329,670

Phantom 2 Date on which they become exercisable - 21/09/2020 – 33,3%

Program 9: 16/04/2020 Phantom 1: Maximum term for exercise of the options - 29/07/2021 Phantom 2: 21/09/2022

Term of restriction to the transfer of shares N/A N/A

Average weighted price of exercise (1) - R$20.46

Fair value of the options on the last day of the fiscal year - R$2.64

Exercisable options

Quantity - 2,809,688

Maximum term for exercise of the options - 21/09/2022

Term of restriction to the transfer of shares N/A N/A

Average weighted price of exercise(1) - R$18.08

Fair value of the options on the last day of the fiscal year - R$2.75

Fair value of the total options on the last day of the fiscal - R$2.72 year (1) For additional information, see item 13.4 (i) above.

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13.7 – Options exercised and shares delivered relative to the shares-based remuneration of the board of directors and the statutory executive board

Options exercised – Fiscal year ended on December 31, 2019

Board of Directors Executive Board

Total number of members 7 5.67

Number of remunerated members 0 5.67

Options exercised

Number of shares - 4,972,920

Average weighted price of exercise (1) - R$ 20.15

Difference between the value of exercise and the market value of the shares relative to the options - R$ 5.37 exercised(2)

Shares delivered

Number of shares N/A N/A

Average weighted price of acquisition N/A N/A

Difference between the acquisition value and the N/A N/A market value of the shares acquired (1)For additional information, see item 13.4 (i) above. (2) Considering (i) the closing price of the day of the request for the stock option program (which may be liquidated in equity securities) and (ii) the average of the last 20 days for the remuneration program based on the variation of the value of the shares (Phantom Stock Options).

Options exercised – Fiscal year ended on December 31, 2018

Board of Directors Executive Board

Total number of members 7 5

Number of remunerated members 0 5

Options exercised

Number of shares - -

Average weighted price of exercise (1) - -

Difference between the value of exercise and the market value of the shares relative to the options - - exercised(2)

Shares delivered

Number of shares N/A N/A

Average weighted price of acquisition N/A N/A

Difference between the acquisition value and the N/A N/A market value of the shares acquired (1) There was no exercise of options or transfer of shares related to stock-based compensation of the board of directors and statutory board in the fiscal year of 2018. (1)For additional information, see item 13.4 (i) above. (3) Considering (i) the closing price of the day of the request for the stock option program (which may be liquidated in equity securities) and (ii) the average of the last 20 days for the remuneration program based on the variation of the value of the shares (Phantom Stock Options).

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Options exercised – Fiscal year ended on December 31, 2017

Board of Directors Executive Board

Total number of members 7 5

Number of remunerated members 0 5

Options exercised

Number of shares - 2.689.122

Average weighted price of exercise (1) - R$18,45

Difference between the value of exercise and the market value of the shares relative to the options - R$5,68 exercised(2)

Shares delivered

Number of shares N/A N/A

Average weighted price of acquisition N/A N/A

Difference between the acquisition value and the N/A N/A market value of the shares acquired (1) For additional information, see item 13.4 (i) above. (2) Considering (i) the closing price of the day of the request for the stock option program (which may be liquidated in equity securities) and (ii) the average of the last 20 days for the remuneration program based on the variation of the value of the shares (Phantom Stock Options).

13.8 - Information necessary to understand the data published in items 13.5 to 13.7 – Pricing method of the value of the shares and options

Stock option program (which may be liquidated in equity securities)

(a) pricing model

To determine the fair value of the program of concession of options of the Company’s Plan, the Black & Scholes model was used.

(b) data and assumptions used in the pricing model, including the average weighted price of the shares, exercise price, volatility expected, life price of the option, dividends expected and risk-free interest rate

According to Technical Pronouncement CPC 10 – Shares Based Payment, the options must be valued on the relevant concession date (in this case, the date of approval of the corresponding Program).

The main assumptions used were:

Price of the Exercise Risk-free Average Program date of the Volatility Life term Fair value Price rate maturity concession

Program 1 R$ 8.33 R$ 3.27 48.88% 12.10% 3.25 years 6.00 years R$ 5.47

Program 2 R$ 6.67 R$ 7.61 48.88% 12.50% 4.50 years 6.00 years R$ 2.65

Program 3 R$ 6.17 R$ 6.75 48.88% 12.50% 4.50 years 6.00 years R$ 2.52

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Program 4 R$ 5.10 R$ 5.04 48.79% 11.71% 4.50 years 6.00 years R$ 2.38

Program 5 R$ 9.88 R$ 10.09 30.90% 6.60% 3.00 years 6.00 years R$ 2.43

Program 6 R$ 11.28 R$ 11.04 24.30% 6.30% 3.00 years 6.00 years R$ 2.34

Program 7 R$ 13.15 R$ 13.20 23.84% 3.69%-4.40% 3.00 years 6.00 years R$ 2.14

Program 8 R$ 19.60 R$ 18.75 20.58% 2.90%-3.39% 3.00 years 6.00 years R$ 3.32

Program 9 R$ 16.30 R$ 16.01 18.15% 5.22%-6.09% 3.00 years 6.00 years R$ 2.85

Each of the assumptions presented above represent the following:

Price on the date of the concession: closing price of the most recent MULT3 share available on the date of concession of the option.

Price of exercise: price stipulated based on the methodology presented in item 13.4 (i) above.

Volatility: expected annual volatility based on the daily quotations.

Risk-free rate: based on the rates presented by Federal Government Bonds (Direct Treasury) deemed appropriate for each program.

Average maturity: average rate of exercise considered for each plan.

Life term: maximum term for exercise of the options of each program.

Fair value: value of each option calculated based on the Black & Scholes model.

No early exercise effect was considered.

(d) form of determination of the expected volatility

Annual, based on daily quotations.

(e) if any other characteristic of the option was incorporated in the measurement of its fair value

There are no other characteristics of the option incorporated in the measurement of its fair value.

Remuneration Program based on the Variation of the Value of the Stocks (Phantom Stocks)

(a) pricing model

To determine the fair value of the Company’s investment units on the date of concession and at each end of period, the Black & Scholes model was used.

(b) data and assumptions used in the pricing model, including the average weighted price of the shares, exercise price, expected volatility, life term of the option, expected dividends and risk-free rate

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According to Technical Pronouncement CPC 10 – Shares-Based Payment, the investment units must be assessed on the respective date of concession (in the case, the date of approval of the corresponding Program).

The Fair Value on the concession date was calculated making the assumptions listed below:

Fair value on the concession date

Volatility Average Reference value Share price Restatement Risk-free rate Fair value Quantity MULT3 (2) maturity (R$) (R$) (1) index (3) (5) (4)

Phantom 1 15.57 15.42 IPCA 7.502.949 5.5%-5.8% 11.3%-12.3% 3.00 years R$ 1.89

Phantom 2 20.46 20.49 IPCA 7.502.250 5.9%-6.5% 10.7%-11.5% 3.00 years R$ 2.62

The Fair Value on the date of the financial statement was calculated making the assumptions listed below:

Fair value on December 31, 2019

Average Reference value Share price Restatement Volatility Risk-free rate Fair value Quantity maturity (R$) (6) (R$) (1) index MULT3 (2) (3) (5) (4)

Phantom 1 15.57 27.03 IPCA 7.170.733 mark-to-market mark-to-market 0 years R$ 6.65

Phantom 2 20.46 30.93 IPCA 6.979.603 5.6% 4.5% 0.2 years R$ 6.17

Each of the assumptions presented above represent the following:

(1) Price of the share: the reference values of the investment units on the date of the concession and on the financial statement correspond to the average quotation of the Company’s shares at B3 S.A. – Brasil, Bolsa, Balcão, calculated by the division of the financial volume by the number of traded shares accumulated in the 20 (twenty) trading sessions immediately prior to the base date of calculation.

(2) Volatility: the volatility used in the model was based on the historic standard deviation of MULT3 in the appropriate periods.

(3) Risk-free rate: based on the basic interest rate estimates of the Central Bank of Brazil (Selic) in the appropriate periods.

(4) Average maturity: average rate of exercise considered for each plan on the dates of concession and of the financial statement.

(5) Fair value: value of each investment unit calculated based on the Black & Scholes model.

(6) Reference value: the reference value of the investment units on the concession date adjusted by the expectation of IPCA until the end of the term.

No early exercise effect was considered.

(d) form of determination of expected volatility

They were determined in accordance with the appropriate periods for the term of each tranche, based on the average daily quotations of 20 days.

(e) if any other characteristic of the option was incorporated in its fair market value

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There are no other characteristics of the option incorporated in the measurement of its fair value.

Restricted Stock Option Plan (Restricted Shares)

(a) pricing model

The weighted average fair value of the Restricted Stock Units was estimated according to the market price of each tranche on the grant date and discounted from the expectation of future dividends which the elected participants will not be entitled to receive during the vesting period. The expectation of future dividends was based on Company internal models for maturity dates of each tranche of the Restricted Stock Unit plan.

Fair value on the grant date was calculated considering the following assumptions:

Fair value on the grant date Reference Number of Expectation of value (R$) units Discount rates future dividends Fair value Grant date (1) granted (2) (3) (4) (5)

August 15, Plan 1 2018 R$18.92 2,197,500 7.25% to 7.70% (R$1.49) R$17.43

November 20, Plan 2 2019 R$28.71 1,538,250 4.50% to 6.50% (R$1.60) R$27.11

(1) The reference value of the Restricted Stock Units on the grant date corresponds to the closing price of the Company's shares on BM&FBOVESPA on the trading floor on the grant date. (2) The number of units granted considers the total deferred shares granted before the cancellation rate premise, which was estimated at 5.79% for Plan 1 and Plan 2. (3) The discount rate refers to the weighted average market expectations for the Selic rate for the vesting periods of each tranche, available in the Central Bank of Brazil (BACEN) Market Expectations System. (4) The expectation of future dividends is the weighted average of the present value of the annual expectation of dividends in accordance with the Company’s internal models, brought to present value according to the discount rates based on market expectations for the Selic rate for the vesting periods of each tranche. (5) The average fair value is the result of the weighted average fair value of each of the four tranches of the program.

No early exercise effect was considered.

(d) form of determination of expected volatility

It does not apply, as volatility is not part of the calculation methodology for Restricted Shares.

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(e) if any other characteristic of the option was incorporated in its fair market value

There are no other characteristics of the option incorporated in the measurement of its fair value.

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13.9 – Participations in shares, units and other convertible securities held by administrators and members of the audit committee – per body

Participations on December 31, 2019 Board of Company/Body (1) Audit Committee Executive Board Directors(1) Multiplan Empreendimentos Imobiliários S.A. 156,204,761 (2) - - Multiplan Planejamento, Participações e Administração S.A. 180,977,835 - - Embraplan Empresa Brasileira de Planejamento Ltda. 1 - - Multiplan Administradora de Shopping Centers Ltda. 200 - - Renasce – Rede Nacional de Shopping Centers Ltda. 1 - -

(1) To avoid duplicity, when a same person was member of the board of directors and of the executive board, the securities held by it must be disclosed exclusively in the amount of securities held by the members of the board of directors, in accordance with Circular Official Letter /CVM/SEP/No. 02/2020.

(2) Securities held by controlling shareholder who is also a member of the board of directors.

13.10 - Information on pension plans granted to the members of the board of directors and to statutory officers

Not applicable, given that the Company does grant pension plan to the members of its board of directors and its statutory officers.

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13.11 Maximum, minimum and average individual remuneration of the board of directors, the statutory executive board and of the audit committee

Annual values

Statutory Executive Board Board of Directors Fiscal Council

12/31/ 12/31/ 12/31/ 12/31/ 12/31/ 12/31/ 12/31/2019 12/31/2018 12/31/2017 2019 2018 2017 2019 2018 2017

No. of 5.67 5.00 5.00 7.00 7.00 7.00 3.00 2.00 - members

No. of remunerated 5.67 5.00 5.00 2.00 2.58 3.00 3.00 2.00 - members

Value of the highest 20,150,773.26 10,631,456.95 19,754,789.06 600,000.00 720,000.00 720,000.00 240,000.00 190,400.00 - remuneration (reais)

Value of the lowest 5,239,530.03 3,697,053.29 5,123,041.15 300,000.00 210,000.00 360,000.00 240,000.00 189,600.00 - remuneration (reais)

Average value of the 10,483,131.45 5,762,249.77 9,826,038.63 540,000.00 500,000.00 480,000.00 288,000.00 285,200.01 - remuneration (reais)

Note

Statutory Executive Board

12/31/2019 Number of members and number of remunerated members calculated in accordance with Circular Official Letter CVM/SEP No. 02/2020. The directors who are also members of the Executive Board had their remuneration segregated between two bodies, so as to avoid duplicity of the values. To calculate the average value of the remuneration, only 5,67 administrators who effectively received remuneration were considered, in accordance with Circular Official Letter /CVM/SEP No. 02/2020.

12/31/2018 Number of members and number of remunerated members calculated in accordance with Circular Official Letter CVM/SEP No. 02/2020. The directors who are also members of the Executive Board had their remuneration segregated between two bodies, so as to avoid duplicity of the values. To calculate the average value of the remuneration, only 5,00 administrators who effectively received remuneration were considered, in accordance with Circular Official Letter /CVM/SEP No. 02/2020.

12/31/2017 Number of members and number of remunerated members calculated in accordance with Circular Official Letter CVM/SEP No. 02/2020. The directors who are also members of the Executive Board had their remuneration segregated between two bodies, so as to avoid duplicity of the values. To calculate the average value of the remuneration, only 5,00 administrators who effectively received remuneration were considered, in accordance with Circular Official Letter /CVM/SEP No. 02/2020.

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Board of Directors

12/31/2019 Number of directors and number of remunerated members calculated in accordance with Circular Official Letter CVM/SEP No. 02/2020. The directors who are also members of the Executive Board had their remuneration segregated between two bodies so as to avoid duplicity of values. To calculate the average value of the remuneration, only 2.00 administrators who effectively received remuneration were considered, in accordance with Circular Official Letter /CVM/SEP No. 02/2020.

12/31/2018 Number of directors and number of remunerated members calculated in accordance with Circular Official Letter CVM/SEP No. 02/2020. The directors who are also members of the Executive Board had their remuneration segregated between two bodies so as to avoid duplicity of values. To calculate the average value of the remuneration, only 2.58 administrators who effectively received remuneration were considered, in accordance with Circular Official Letter /CVM/SEP No. 02/2020.

12/31/2017 Number of directors and number of remunerated members calculated in accordance with Circular Official Letter CVM/SEP No. 02/2020. The directors who are also members of the Executive Board had their remuneration segregated between two bodies so as to avoid duplicity of values. To calculate the average value of the remuneration, only 3.00 administrators who effectively received remuneration were considered, in accordance with Circular Official Letter /CVM/SEP No. 02/2020.

Fiscal Council

31/12/2019 Number of directors and number of remunerated members calculated in accordance with Circular Official Letter CVM/SEP No. 02/2020. To calculate the average value of the remuneration, only 3.00 administrators who effectively received remuneration were considered, in accordance with Circular Official Letter /CVM/SEP No. 02/2020.

31/12/2018 Number of directors and number of remunerated members calculated in accordance with Circular Official Letter CVM/SEP No. 02/2020. To calculate the average value of the remuneration, only 2.00 administrators who effectively received remuneration were considered, in accordance with Circular Official Letter /CVM/SEP No. 02/2020.

13.12 - Mechanisms of remuneration or indemnification for the administrators in the case of removal from office or retirement

Not applicable, given that the Company does not have contractual arrangements, insurance policies or other pre-established instruments which structure remuneration or indemnification mechanisms for the administrators in case of removal from office or retirement.

13.13 – Percentage in the total remuneration held by administrators and members of the audit committee who are parties related to the controllers

2019 Board of Directors Executive Board

Recognized in the issuer’s income 0.00% 18.57%

2018 Board of Directors Executive Board

Recognized in the issuer’s income 0.00% 18.74%

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2017 Board of Directors Executive Board

Recognized in the issuer’s income 0.00% 18.35%

2016 Board of Directors Executive Board

Recognized in the issuer’s income 0.00% 19.08%

13.14 - Remuneration of administrators and members of the audit committee, grouped by body, received for any reason other than the position they hold

Not applicable, given that the administrators do not receive remuneration for any reason other than the position they hold in the Company.

13.15 - Remuneration of administrators and members of the audit committee recognized in the income of direct or indirect controllers of joint ventures and of controlled companies of the issuer

Not applicable, as there is no remuneration of administrators of the Company recognized in the income of direct or indirect controllers of joint ventures and companies controlled by the Company.

13.16 – Other relevant information

Since the financial statements of the fiscal year ended on December 31, 2012, the Company has presented in the Explanatory Notes the total remuneration of its administrators.

The Officers clarify that there was alteration in the number of members who make up the Company’s bodies of administration (Board of Directors and Executive Board) during the fiscal year ended on December 31, 2019 when compared to the fiscal year ended on December 31, 2018. There was no alteration in the number of members who make up the Fiscal Council during the fiscal year ended on December 31, 2019 when compared to the fiscal year ended on December 31, 2018.

The Officers clarify that there was no alteration in the number of members who make up the Company’s bodies of administration (Board of Directors and Executive Board) during the fiscal year ended on December 31, 2018 when compared to the fiscal year ended on December 31, 2017. The Fiscal Council was established during the fiscal year ended on December 31, 2018.

Complement to item 13.2 – Total remuneration of the board of directors, statutory executive board and audit committee

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Calculation memory of the number of members of the board of directors and of the executive board considering the annual average of the number of members of each body verified monthly.

Expected for Fiscal year to be ended on December 31, 2020 Month Board of Directors Executive Board Fiscal Council January 7.00 6.00 3.00 February 7.00 6.00 3.00 March 7.00 6.00 3.00 April 7.00 6.00 3.00 May 7,00 6.00 3.00 June 7.00 6.00 3.00 July 7,00 6,00 3.00 August 7,00 6.00 3.00 September 7.00 6.00 3.00 October 7.00 6.00 3.00 November 7.00 6.00 3.00 December 7.00 6.00 3.00 Total 84.00 72.00 36,00 Average 7.00 6.00 3,00

Expected for Fiscal year to be ended on December 31, 2019 Month Board of Directors Executive Board Fiscal Council January 7.00 5.00 3.00 February 7.00 5.00 3.00 March 7.00 5.00 3.00 April 7.00 5.00 3.00 May 7,00 6.00 3.00 June 7.00 6.00 3.00 July 7,00 6,00 3.00 August 7,00 6.00 3.00 September 7.00 6.00 3.00 October 7.00 6.00 3.00 November 7.00 6.00 3.00 December 7.00 6.00 3.00 Total 84.00 68.00 36,00 Average 7.00 5.67 3,00

Fiscal year to be ended on December 31, 2018 Month Board of Directors Executive Board Fiscal Council January 7.00 5.00 0.00 February 7.00 5.00 0.00 March 7.00 5.00 0.00 April 7.00 5.00 0.00 May 7,00 5.00 3.00 June 7.00 5.00 3.00 July 7,00 5,00 3.00

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August 7,00 5.00 3.00 September 7.00 5.00 3.00 October 7.00 5.00 3.00 November 7.00 5.00 3.00 December 7.00 5.00 3.00 Total 84.00 60.00 24,00 Average 7.00 5.00 2,00

Fiscal year ended on December 31, 2017 Month Board of Directors Executive Board January 7.00 5.00 February 7.00 5.00 March 7.00 5.00 April 7.00 5.00 May 7,00 5.00 June 7.00 5.00 July 7,00 5,00 August 7,00 5.00 September 7.00 5.00 October 7.00 5.00 November 7.00 5.00 December 7.00 5.00 Total 84.00 60.00 Average 7.00 5.00

Complement to item 13.11 – Maximum, minimum and average remuneration of the board of directors, of the statutory executive board and of the audit committee

Calculation memory of the number of members of the board of directors and of the executive board considering the annual average of the number of members of each body examined separately, for calculation of the average value of the remuneration.

Fiscal year to be ended on December 31, 2020 Month Board of Directors Executive Board Fiscal Council January 2.00 6.00 3.00 February 2.00 6.00 3.00 March 2.00 6.00 3.00 April 2.00 6.00 3.00 May 2.00 6.00 3.00 June 2.00 6.00 3.00 July 2.00 6.00 3.00 August 2.00 6.00 3.00 September 2.00 6.00 3.00 October 2.00 6.00 3.00

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November 2.00 6.00 3.00 December 2.00 6.00 3.00 Total 24.00 72.00 36.00 Average 2.00 6.00 3.00

Fiscal year to be ended on December 31, 2019 Month Board of Directors Executive Board Fiscal Council January 2.00 5.00 3.00 February 2.00 5.00 3.00 March 2.00 5.00 3.00 April 2.00 5.00 3.00 May 2.00 6,00 3.00 June 2.00 6.00 3.00 July 2.00 6.00 3.00 August 2.00 6.00 3.00 September 2.00 6.00 3.00 October 2.00 6.00 3.00 November 2.00 6.00 3.00 December 2.00 6.00 3.00 Total 24.00 60.00 36.00 Average 2.00 5.67 3.00

Fiscal year to be ended on December 31, 2018 Month Board of Directors Executive Board Fiscal Council January 3.00 5.00 0.00 February 3.00 5.00 0.00 March 3.00 5.00 0.00 April 3.00 5.00 0.00 May 3.00 5.00 3.00 June 3.00 5.00 3.00 July 3.00 5.00 3.00 August 2.00 5.00 3.00 September 2.00 5.00 3.00 October 2.00 5.00 3.00 November 2.00 5.00 3.00 December 2.00 5.00 3.00 Total 31.00 60.00 24.00 Average 2.58 5.00 2.00

Fiscal year ended on December 31, 2017 Month Board of Directors Executive Board January 3.00 5.00

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February 3.00 5.00 March 3.00 5.00 April 3.00 5.00 May 3.00 5,00 June 3.00 5.00 July 3.00 5.00 August 3.00 5.00 September 3.00 5.00 October 3.00 5.00 November 3.00 5.00 December 3.00 5.00 Total 36.00 60.00 Average 3.00 5.00

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