Aliansce Sonae Shopping Centers S A : Acordo de Acionistas

SECOND AMENDMENT TO THE SHAREHOLDERS AGREEMENT OF

ALIANSCE SONAE SHOPPING CENTERS S.A.

This Second Amendment to the Shareholders Agreement of Aliansce Sonae Shopping Centers S.A. (this "Second Amendment") is executed on March 5, 2023 by and among:

1. CANADA PENSION PLAN INVESTMENT BOARD, a Canadian federal crown corporation, organized and validly existing under the laws of Canada, with head offices at One Queen Street East, Suite 2500, Toronto, ON, Canada, M5C 2W5, enrolled with the General Registry of Corporate
   Taxpayers ("CNPJ") under No. 17.962.858/0001-30and in the process of transformation to CNPJ No. 08.840.524/0001-00 ("Canada Pension Plan Investment Board");
2. CPPIB FLAMENGO US LLC, a limited liability corporation, organized and validly existing under the laws of Delaware, with head offices at 110 North Wacker Drive, Chicago, Illinois, USA enrolled with the CNPJ under No. 16.679.561/0001-07 ("CPPIB Flamengo" and, together with Canada Pension Plan Investment Board, "CPPIB");
3. RENATO FEITOSA RIQUE, a Brazilian individual, divorced, economist, with offices at Rua Dias Ferreira n. 190, suite 302, Leblon, in the City of Rio de Janeiro, State of Rio de Janeiro, enrolled with the General Registry of Individual Taxpayers ("CPF") under No. 706.190.267-15 and bearer of the ID card No. 04.051.393-9-IFP ("Renato");
4. RFR EMPREENDIMENTOS E PARTICIPAÇÕES S.A., a corporation duly organized and validly existing under the laws of Brazil, with head offices at Rua Dias Ferreira n. 190, suite 301 (part), Zip Code 22.431-050,in the City of Rio de Janeiro, State of Rio de Janeiro, enrolled with the CNPJ under No. 17.433.932/0001-20("RFR");
5. RIQUE EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., a limited liability company headquartered at Rua Dias Ferreira n. 190, suite 301 (part), CEP 22.431-050,enrolled with the CNPJ under No. 39.056.742/0001-74("Rique Empreendimentos");
6. FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES BALI MULTIESTRATÉGIA, an investment fund enrolled with the CNPJ under No. 18.178.637/0001-38,managed by Modal Distribuidora de Títulos e Valores Mobiliários Ltda., a company duly organized and existing under the laws of Brazil, with head offices at Praia de Botafogo, No. 501, floor 5, block 1, in the city of Rio de Janeiro, State of Rio de Janeiro, enrolled with the CNPJ under No. 05.389.174/0001-01,duly authorized by the CVM to provide services of management of accounts by Declaratory Act No. 5,986 dated June 1st, 2000 ("FIP Bali" and, together with Rique Empreendimentos, Renato and
   RFR, "Rique");
7. SIERRA BRAZIL 1 S.À.R.L. (formerly Sierra Brazil 1 B.V.), a private limited liability company (société à responsabilité limitée), organized and existing under the laws of Luxembourg, with registered office at Avenue J.F. Kennedy, L-1855,46A, Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B236.301, enrolled with the CNPJ under No. 05.714.737/0001-90 ("SB-1");
8. SONAE SIERRA BRAZIL HOLDINGS S.À.R.L., a private limited liability company (société à responsabilité limitée), organized and existing under the laws of Luxembourg, with registered

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office at Avenue J.F. Kennedy, L-1855, 46A, Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B239.356, enrolled with the CNPJ under No. 47.319.570/0001-02 ("SSBH" and, jointly with SB-1, the "Sierra Entities");

1. CURA BRAZIL S.À.R.L., a limited liability company, organized and existing under the laws of Luxembourg, with headquarters at 19, Rue Edmond Reuter, 5326 Contern, Luxembourg, enrolled with the CNPJ under No. 40.508.344/0001-20 ("Cura Brazil" and, together with CPPIB, Rique and Sierra Entities, referred herein as "Parties" and, individually, as "Party");
   and, as intervening parties ("Intervening Parties"),
2. SIERRA INVESTMENTS HOLDINGS B.V., a Dutch limited liability company with registered office at Hoogoorddreef 15, 1101 BA Amsterdam, the Netherlands and registered with the Dutch
   Chamber of Commerce under registration number 34108270 ("Sierra");
3. MR. ALEXANDER OTTO, a German national born on 7 July 1967, residing professionally in Saseler Damm 39a, 22395 Hamburg, Germany ("Alexander Otto");
4. AROSA VERMÖGENSVERWALTUNGSGESELLSCHAFT M.B.H., a German limited liability company with registered office at Saseler Damm 39a, 22395 Hamburg, Germany, and registered with the Corporate Register Hamburg under registration number HRB 22595 ("Arosa"); and
5. CURA BETEILIGUNGSGESELLSCHAFT BRASILIEN M.B.H., a German limited liability company with registered office at Saseler Damm 39a, 22395 Hamburg, Germany, and registered with the Corporate Register Hamburg under registration number HRB 105904 ("Cura", and together with Cura Brazil, Alexander Otto and Arosa, the "Otto Entities").

RECITALS

1. On June 6, 2019, the Parties and the Intervening Parties entered into the Shareholders
   Agreement of Aliansce Sonae Shopping Centers S.A. ("Agreement" and "Company", respectively), to govern, among others, their relationship as shareholders and members of the control group of Company, the purchase and sale of shares, the exercise of voting rights and of control power, and the conduct of the business by the Company and its Controlled companies;
2. On July 25, 2022, the Parties and the Intervening Parties entered into the First Amendment to the Shareholders Agreement of Aliansce Sonae Shopping Centers S.A. ("First Amendment") for the purpose of amending the Section 5(a) of the Agreement to extend the period for the exercise by Sierra of the put option right to sell to the Otto Entities (or an Affiliate thereof) Shares held by Sierra Group, pursuant to the terms and conditions set forth therein;
3. The SB-1 Corporate Reorganization has been completed, by means of which Sierra and the relevant Otto Entities became the holders of their equity ownership in the Company separately and, on the date hereof, the relevant Registered Shares are held via Sierra Entities and Cura Brazil respectively;
4. On April 28, 2022, a Protocol and Justification was executed, which set forth the terms and conditions for the combination of the businesses of the Company and Br Malls Participações S.A., a publicly-held company headquartered in the city and state of Rio de Janeiro, at Avenida Afrânio de Melo Franco, 290, salas 102, 103, 104, Leblon, ZIP Code No. 22430-060, enrolled with the CNPJ under No.

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06.977.745/0001-91 ("brMalls"), by means of a merger cash out, pursuant to Articles 223, 224, 225, 227, and 252 of Corporations Law and other applicable regulations ("Protocol and Justification" and "brMalls Combination");

1. On June 8, 2022, the Shareholders' General Meetings of the Company and brMalls approved the brMalls Combination, subject to the satisfaction (or waiver, as the case may be) of certain conditions precedent, pursuant to the terms and conditions of the Protocol and Justification;
2. On January 6, 2023, the brMalls Combination was completed and became effective, causing (a) a relevant dilution of the Parties' shareholdings in the Company, and (b) certain modifications in the Company's governance, including the increase of the number of members of the Board of Directors and the creation of certain statutory committees;
3. The exercise of certain rights set forth in the Agreement is subject to the holding of Registered Shares representing a certain percentage of the total and voting capital stock of the Company, pursuant to the terms and conditions set forth therein, provided that such rights have been impacted by the dilution of the Parties' shareholding in the Company or the by the modifications in the Company's governance, in either case, resulting from the brMalls Combination;
4. The Parties wish to enter into this Second Amendment (i) to amend certain terms and conditions thereto, including to adjust the shareholding requirements for the exercise of certain rights under the Agreement, and (ii) to restate and consolidate the Agreement, as amended by the First Amendment and this Second Amendment, including to modify or remove certain provisions that are no longer applicable.

NOW, THEREFORE, the Parties agree as follows:

SECTION 1. INTRODUCTION

1.1. DEFINED TERMS

All terms and expressions commenced with initial capital letters and not expressly defined in this Second Amendment shall have the meanings ascribed to them in the Agreement.

1.2. HEADINGS AND REFERENCES; CONSTRUCTION AND INTERPRETATION

The Parties agree that this Second Amendment shall be construed and interpreted in accordance with the provisions set forth in Section 1.3 of the Agreement, which are hereby incorporated by reference.

SECTION 2. AMENDMENTS

2.1. AMENDMENTS

In view of brMalls Combination and the dilution of the Parties' shareholding in the Company resulting therefrom, the Parties agree to amend the following Sections of the Agreement, in order to adjust the shareholding requirements for the exercise of certain rights under the Agreement, as well as to reflect certain changes to the Company's governance rules:

1. The Parties agree to amend item (c) of Section 1.5 of the Agreement, which shall read as
   follows:

"1.5 COMPLIANCE WITH THIS AGREEMENT

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1. (c) The members of Board of Directors, Board of Officers and/or of any other management body of the Company and/or of any of its Controlled companies shall be invested in their respective positions by means of the execution of a term of investiture (or similar corporate document with the same effect), pursuant to the applicable Law and the Company's Bylaws."

1. The Parties agree to amend Section 2.1 of the Agreement, which shall read as follows:

"2.1. REGISTERED SHARES

On January 6, 2023, the date on which the brMalls Combination was completed and became effective, each of the Shareholders became (and on the date of execution of the Second Amendment, each of the Shareholders is) the owner of the number and percentage of Registered Shares indicated below:

	Number of Registered	%	%
Shareholder	Shares	over Registered	over total issued
	Held	Shares	Shares
CPPIB	48,011,400	32,34%	8,10%
CPPIB Flamengo	14,426,290	9,72%	2,43%
Renato	1345,075	0,91%	0,23%
RFR	1,337,966	0,90%	0,23%
Rique Empreendimentos	8,618,097	5,80%	1,45%
FIP Bali	6,519,214	4,39%	1,10%
SB-1	16,744,131	11,28%	2,83%
SSBH	14,764,694	9,95%	2,49%
Cura Brazil	36,679,920	24,71%	6,19%
Total:	148,446,787	100%	25,05%

1. The Parties agree to amend item (e) of Section 3.2 and item (b) (iii) of Section 3.4 of the Agreement, which shall read as follows:

"3.2 (…) (e) The Parties hereby acknowledge that the SB-1 Corporate Reorganization has been completed, by means of which Sierra and the relevant Otto Entities became the holders of their equity ownership in the Company separately and, on the date of execution of the Second Amendment, the relevant Registered Shares are held via Sierra Entities and Cura Brazil respectively, as indicated in Section 2.1 above. For the avoidance of doubt, each of Sierra, on one side, and Otto Entities, on the other side, shall operate as separate blocks for all purposes of this Agreement and shall be individually responsible for their respective obligations herein, provided that Otto Entities shall be jointly liable for all purposes under this Agreement."

"3.4 (…) (b) (iii) for the avoidance of doubt, the provisions of this Section 3.4(b) shall not apply or affect the Encumbrance (alienação fiduciária) existing on the date hereof over 74,410 Registered Shares held by Renato and 3,000,000 held by Cura Brazil, which may continue to be in force in accordance with its terms and conditions"

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1. The Parties agree to amend item (c) of Section 4.2 of the Agreement, which shall read as
   follows:

"4.2. MATTERS REQUIRING UNANIMOUS RESOLUTION

1. 1. The right of a Group to cast its vote at any Preparatory Meeting regarding Unanimous Resolutions and the right of a Group (or its representatives in the Board of Directors of the Company) to approve or not a Unanimous Resolution is subject to such Group holding Registered Shares representing at least two point five per cent (2.5%) of the total and voting capital of the
      Company ("Minimum Participation"), provided that Sierra's right to cast such vote shall also be subject to Section 5(b) below."
2. The Parties agree to amend items (a), (c), (d), (h), (i), (j), (k)(iv) and (k)(v) of Section 4.5 of the Agreement, which shall read as follows:

"4.5. BOARD OF DIRECTORS

1. The Board of Directors of the Company is comprised of nine (9) members and respective alternates, resident in Brazil or not, appointed by the General Meeting, for a unified term of office of one (1) year, all in accordance with the provisions of the Company's Bylaws.

(…)

1. Subject to the terms and conditions set forth herein, the Shareholders undertake to elect the maximum number of members of the Board of Directors and alternates as permitted by the applicable Law and this Agreement, which shall be nominated as follows:

1. two (2) members (and respective alternate members) appointed by CPPIB;
2. one (1) member (and respective alternate member) appointed by Rique;
3. one (1) member (and respective alternate member) appointed by Sierra;
4. one (1) member (and respective alternate member) appointed by Otto Entities; and
5. four (4) independent members (and up to the same number of alternate members) to be appointed pursuant to the Bylaws, the Company's Policy for Appointment of Independent
   Directors and applicable Law.

1. Pursuant to the Company's Bylaws, the Chairperson (Presidente) of the Board of
   Directors is appointed by a simple majority of the Board members appointed for the relevant term.

(…)

1. The right of a Group to appoint two (2) members of the Board of Directors is subject to the respective Group holding at least seven point five per cent (7.5%) of the Company's total and voting capital and to the provisions of Section 4.5(i) below.
2. In case a Group holds, at least, seven point five per cent (7.5%) of the total and voting capital of the Company (but has only appointed one (1) member (and respective alternate) of the Board of Directors at such time), such Group shall be entitled to appoint a total of two (2) members

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