Viver Incorporadora e Construtora S A : Dados Econômico-Financeiros

Viver Incorporadora e Construtora S.A.

(Free translation from the original issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails)

Company and consolidated financial statements Independent Auditors' Report

Year ended December 31, 2021

NVS/TG/TP 368i/2022

Viver Incorporadora e Construtora S.A.

Company and consolidated financial statements

Year ended on December 31, 2021

Table of Contents

Independent auditors' report on the Company and consolidated financial statements ............. 3

Company and consolidated audited financial statements

Balance sheets ........................................................................................................................... 11

Income statements ..................................................................................................................... 12

Comprehensive income statement ............................................................................................. 13

Statements of changes in equity (negative equity) .................................................................... 14

Cash flow statements ................................................................................................................. 15

Added values statement ............................................................................................................. 16

Management's notes to the financial statements ...................................................................... 17

Rua Castilho, 392 - 4th Floor Brooklin - São Paulo - SP Zip Code 04568-010 São Paulo- Brazil

T: [phone]

www.bakertillybr.com.br

(Free translation from the original issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails. See Note 32 to the financial statements.)

Independent auditors' report on the Company and consolidated financial statements

To

Shareholders, Directors and Managers of Viver Incorporadora e Construtora S.A.

São Paulo - SP

Opinion

We have audited the Company and the consolidated financial statements of Viver Incorporadora e Construtora S.A. ("Company"), identified as the Company and the consolidated respectively, which comprise the balance sheet as of December 31, 2021 and the respective statements of income, comprehensive income, changes in equity (negative equity) and cash flows for the year ended on that date, as well as the corresponding explanatory notes, including a summary of the main accounting policies and other significant information.

Opinion on the Company financial statements prepared in accordance with accounting practices adopted in Brazil, applicable to real estate development entities in Brazil, registered with the Securities and Exchange Commission (CVM)

In our opinion, the Company financial statements referred to above adequately present, in all material respects, the Company equity and financial position of Viver Incorporadora e Construtora S.A. on December 31, 2021, the individual performance of its operations and its Company cash flows for the year ended on that date, in accordance with accounting practices adopted in Brazil, applicable to real estate development entities in Brazil, registered with the Securities and Exchange Commission (CVM).

Opinion on the consolidated financial statements prepared in accordance with accounting practices adopted in Brazil and with international financial reporting standards (IFRS), applicable to real estate development entities in Brazil, registered with the Brazilian Securities and Exchange Commission (CVM)

In our opinion, the consolidated financial statements referred to above adequately present, in all material respects, the consolidated equity and financial position of Viver Incorporadora e Construtora S.A. on December 31, 2021, the consolidated performance of its operations and its consolidated cash flows for the year ended on that date, in accordance with accounting practices adopted in Brazil and with international financial reporting standards (IFRS ), applicable to real estate development entities in Brazil, registered with the Securities and Exchange Commission (CVM).

Basis for opinion

Our audit was handled in accordance with Brazilian and international auditing standards. Our responsibilities, in accordance with these standards, are described in the section below entitled "Auditors' responsibilities for auditing the Company and consolidated financial statements". We are independent in relation to the Company and its subsidiaries, in accordance with the relevant ethical principles set out in the Accountant's Code of Professional Ethics and in the professional standards issued by the Federal Accounting Council, and we comply with other ethical responsibilities in accordance with these standards. We believe that the audit evidence we have obtained is sufficient and appropriate to substantiate our opinion.

Material uncertainty related to going concern

As of December 31, 2021, the Company incurred losses of R$ 57,926 thousand (loss of R$ 181,244 thousand in 2020), negative equity of R$ 201,051 thousand, accumulated losses of R$ 2,567,844 thousand, as well as states Company and consolidated current liabilities, which exceed Company and consolidated current assets of R$ 259,419 thousand and R$ 198,570 thousand, respectively. Although the Company's legally-backed financial restructuring process is over, Management has been using its efforts to comply with the proposed measures, as described in Note 1 to the Company and consolidated financial statements, to ensure the Company's going concern. The operating and financial condition of the Company, together with other matters described in the same Note, indicate a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. The Company and consolidated financial statements have been prepared on a going concern basis and do not include any adjustments relating to the realization and classification of asset values or the settlement and classification of liabilities that would be required if the Company were unable to continue as a going concern. Should the Company and consolidated financial statements had been prepared taking into account the discontinuance of operations, they might present values different from those presented. Our opinion is not qualified with respect to this matter.

Emphasis - Properties for sale - Chácara Europa Land

As described in Note 7, the Company owns the property named "Chácara Europa Land", recorded in the consolidated financial statements ended December 31, 2021 at R$ 45,420 thousand, net of the provision for asset impairment and supported by a technical report issued by a third party. The aforementioned land is subject to a lawsuit filed with the São Paulo City Hall, which enquires several technical aspects covering environmental issues and, in parallel to this fact, an old procedure of provisional registration of the area by the Municipal Council for the Preservation of the Historical, Cultural, and Environmental Heritage of the City of São Paulo (Conpresp) was resumed. The litigation is still ongoing, with no final decision having been reached, and its conclusion may produce impacts on the best estimate of value recognized by the Company. Our opinion is not qualified with respect to this matter.

Emphasis- Debentures payable

As described in Note 14, as of December 31, 2021, the Company has recorded the amount of R$ 210,566 thousand, recognized on behalf of Federal Savings Bank/FGTS1 and which is related to the debt arising from the 1st issue of the Company's Debentures. Due to divergences regarding the procedures and criteria to be adopted for the settlement of this liability, linked to the conditions presented in the legally-backed financial restructuring plan, a lawsuit was filed by the creditor. Even with the end of the legally-backed financial restructuring, decreed on December 17, 2021, said litigation remains in progress, without any final decision rendered. In view of said uncertain scenario, the Company maintained the balance recognized in current liabilities and used the best estimate available for its valuation. Our opinion is not qualified in this matter.

Emphasis - Recognition of revenue from real estate unit under construction

As described in Explanatory Note 2, the Company financial statements were prepared in accordance with accounting practices adopted in Brazil, applicable to real estate development entities in Brazil registered with the CVM, and the consolidated financial statements were prepared in accordance with accounting practices adopted. in Brazil and with the international financial reporting standards (IFRS), applicable to real estate development entities in Brazil, registered with the CVM. Accordingly, the determination of the accounting policy adopted by the Company, for the recognition of revenues in the purchase and sale agreements for a real estate unit not completed, on the aspects related to the transfer of control, follows the understanding expressed by CVM in Official Memorandum / CVM / SNC / SEP No. 02/2018 on the application of NBC TG 47 (IFRS 15). Our opinion is no qualified in relation to this subjects.

Main audit subjects

Main audit subjects are those that, in our professional judgment, were the most significant in our current year audit. These subjects were dealt with in the context of our audit of the Company and consolidated financial statements as a whole and in forming our opinion on these Company and consolidated financial statements and, therefore, we do not express a separate opinion on these subjects.

1 Government Severance Indemnity Fund for Employees.