Multiplan Df 20090318 Eng

A free translation from the Original in Portuguese

Financial Statements of the Company and Consolidated Multiplan Empreendimentos Imobiliários S.A. December 31, 2008 and 2007 with Review Report of Independent Auditors

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. Financial Statements December 31, 2008 and 2007

Contents

Page Report of Independent Auditors .................................................................................................. 1 Audited Financial Statements of the Company and Consolidated Balance Sheets of the Company and Consolidated ..................................................................... 3 Statements of Operations of the Company and Consolidated ..................................................... 5 Statements of Changes in Shareholder‟s Equity of the Company .............................................. 6 Statements of cash-flow of the Company and Consolidated ...................................................... 7 Statements of Value Added of the Company and Consolidated ................................................ 8 Notes to the Financial Statements ............................................................................................... 9

(A free translation from the original in Portuguese)

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of Multiplan Empreendimentos Imobiliários S.A. Rio de Janeiro - RJ

1. We have audited the accompanying balance sheet of Multiplan Empreendimentos Imobiliários S.A. and the accompanying consolidated balance sheet of Multiplan Empreendimentos Imobiliários S.A. and its subsidiaries as of December 31, 2008, and the related statements of operations, changes in shareholders’ equity, cash flows and value added for the year then ended. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements. 2. We conducted our audits in accordance with auditing standards generally accepted in Brazil including: (a) the planning of our work, taking into consideration the materiality of balances, the volume of transactions and the accounting and internal control systems of the Company and its subsidiaries; (b) the examination, on a test basis, of the documentary evidence and accounting records supporting the amounts and disclosures in the financial statements; and (c) an assessment of the accounting practices used and significant estimates made by management, as well as an evaluation of the overall financial statement presentation. 3. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Multiplan Empreendimentos Imobiliários S.A. and the consolidated financial position of Multiplan Empreendimentos Imobiliários S.A. and its subsidiaries at December 31, 2008, and the results of their operations, changes in their shareholders’ equity, their cash flows and value added in their operations for the year then ended , in accordance with the accounting practices adopted in Brazil.

4. We have previously audited the financial statements of Multiplan Empreendimentos Imobiliários S.A. and the consolidated financial statements of Multiplan Empreendimentos Imobiliários S.A. and its subsidiaries as of December 31, 2007, comprising the balance sheets, the statements of operations, changes in shareholders’ equity and changes in financial position for the year then ended, including the statement of cash flows as additional information, on which we issued an unqualified report dated March 10, 2008. As mentioned in Note 3, the accounting practices adopted in Brazil were changed as from January 1st, 2008. The financial statements for the year ended December 31, 2007, except for the statements of changes in financial position, presented in conjunction with the financial statements for the year ended December 31,2008, were prepared in accordance with the accounting practices adopted in Brazil effective up to December 31, 2007 and, as allowed by CPC Technical Pronouncement No. 13 – First-time Adoption of Law No. 11.638/07 and Provisional Measure No. 449/08, have not been restated for comparative purposes.

Rio de Janeiro, February 27, 2009 ERNST & YOUNG Auditores Independentes S.S. CRC - 2SP 015.199/O-6-F-RJ

A free translation from the Original in Portuguese

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. BALANCE SHEETS December 31, 2008 and 2007 (In thousands of reais)

Company Assets Current: Cash and cash equivalents (Note 4) Accounts receivable (Note 5) Sundry loans and advances (Note 6) Recoverable taxes and contributions (Note 7) Deferred income and social contribution taxes (Note 9) Others Total current assets

2008 Consolidated

Company

2007 Consolidated

146,614 82,122 9,404 16,846 38,704 293,690

167,585 99,529 18,496 20,198 38,704 344,512

406,745 73,149 2,213 8,967 18,435 681 510,190

416,444 80,220 3,087 11,384 18,435 172 529,742

11,388 129,457 34,011 2,039 137,264 1,679 315,838

17,762 129,457 10,328 1,687 137,264 3,029 299,527

9,259 76,810 1,568 7,589 164,613 407 260,246

16,106 76,810 1,569 1,201 164,613 1,431 261,730

Investments (Note 10) Goodwill (Note 11) Property and equipment (Note 11) Intangibles (Note 12) Deferred charges (Note 13) Total noncurrent assets

140,753 51,592 1,349,526 308,749 27,087 2,193,545

22,847 1,573,204 309,890 32,757 2,238,225

110,841 49,435 802,173 427,793 10,418 1,660,906

48,561 928,440 427,793 14,148 1,680,672

Total assets

2,487,235

2,582,737

2,171,096

2,210,414

Noncurrent: Long-term receivables: Accounts receivable (Note 5) Land and properties held for sale (Note 8) Sundry loans and advances (Note 6) Receivables from related parties (Note 19) Deferred income and social contribution taxes (Note 9) Others

Company

2008 Consolidated

Company

2007 Consolidated

Liabilities and shareholders’ equity Current: Loans and financing (Note 14) Accounts payable Property acquisition obligations (Note 15) Taxes and contributions payable Proposed dividends (Note 21) Deferred incomes (Note 20) Acquisition of shares (Note 16) Payables to related parties (Note 19) Taxes paid in installments (Note 17) Clients anticipation Others Total current

106,006 45,705 45,222 18,758 20,084 20,604 188 8,600 1,350 266,517

107,360 55,052 45,222 25,326 20,084 21,264 23,780 267 8,600 1,510 308,465

13,843 5,879 44,775 4,363 19,932 46,996 1,488 582 137,858

16,333 8,934 44,775 9,115 20,472 46,996 1,488 263 6,129 154,505

Noncurrent: Loans and financing (Note 14) Property acquisition obligations (Note 15) Taxes paid in installments (Note 17) Provision for contingencies (Note 18) Deferred incomes (Note 20) Total noncurrent liabilities

128,912 90,049 3,155 67,309 289,425

128,912 90,049 1,574 4,571 105,034 330,140

20,015 77,510 1,705 59,865 159,095

21,969 77,510 1,755 3,363 75,909 180,506

-

12,953

-

1,317

Shareholders‟ equity (Note 21) Capital Shares in Treasure Department Capital reserve Profit reserve Total shareholders‟ equity

952,747 (1,928) 958,276 22,198 1,931,293

952,747 (1,928) 958,276 22,084 1,931,179

952,747 932,425 (11,029) 1,874,143

952,747 932,425 (11,086) 1,874,086

Total liabilities and shareholders‟ equity

2,487,235

2,582,737

2,171,096

2,210,414

Minority interest

See accompanying notes.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. STATEMENTS OF OPERATIONS Year ended December 31, 2008 and 2007 (In thousands of reais, except earnings (loss) per share, in reais)

Company Gross revenues from sales and services Leases Services Key money Parking Sale of properties Others

2008 Consolidated

Company

2007 Consolidated

279,841 64,626 20,681 18,095 2,782 386,025

295,252 66,129 21,242 67,509 2,782 452,914

233,963 52,056 18,693 11,964 19,062 335,738

239,394 52,332 18,902 38,718 19,062 384 368,792

Taxes and contributions on sales and services

(35,773)

(41,683)

(29,513)

(32,399)

Net revenues

350,252

411,231

306,225

336,393

Operating income (expenses) General and administrative expenses (headquarters) General and administrative expenses (shopping malls) Management fees Stock-option-based remuneration expenses Cost of properties sold Equity in earnings of affiliates (Note 10) Net Financial result (Note 22) Depreciation and amortization Goodwill amortization (Note 11 and 12) Other operating expenses (income) Income before income and social contribution taxes

(71,340) (43,006) (8,281) (1,272) (1,150) 14,940 4,461 (26,358) (125,769) 810 93,287

(74,770) (83,036) (8,281) (1,272) (1,150) 7,003 3,544 (31,414) (124,708) 897 98,044

(59,400) (44,751) (7,583) (12,618) 12,434 (24,966) (21,596) (118,260) 2,170 31,655

(60,712) (66,989) (7,583) (12,618) 8,027 (22,480) (24,167) (117,805) 2,300 34,366

Income and social contribution taxes (Note 9) Deferred income and social contribution taxes (Note 9)

(8,316) (7,081)

(12,800) (7,081)

(11,230)

(1,813) (11,230)

Income before minority interest

77,890

78,163

20,425

21,323

-

(165)

20,425

21,158

Minority interest

-

Net income for the year

77,890

Earnings per share – R$

0,53

Number of outstanding shares at year end

See accompanying notes.

147,652,141

(766) 77,397

0,14 147,799,441

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY OF THE COMPANY Year ended December 31, 2008 and 2007 (In Thousands of reais)

Profit reserve

Capital reserve

Capital

Treasury shares

Stock options granted

Balances at December 31, 2006

264,419

-

-

Capital increase (Note 21)

688,328

-

-

-

-

Establishment of special goodwill reserve (Note 9) Net income for the year Balances at December, 2007

Adjustment from first-time adoption of Law No. 11638/07 – stock options granted Stock options granted (Note 21.g) Repurchase of shares to be held in treasury (Note 21.e) Net income for the year Destination of net income for the year Legal reserve (Note 21.b) Expansion reserve (Note 21.c) Proposed dividends (Note 21.f) Balances at December, 2008

See accompanying notes.

Special goodwill reserve on merger

Goodwill reserve on issuance of shares

Legal reserve

Expansion reserve

Retained earnings (accumulated losses)

-

745,877

-

-

-

-

-

-

-

-

688,328

-

186,548

-

-

-

-

186,548

-

-

-

-

-

-

20,425

20,425

952,747

-

-

186,548

745,877

-

-

(11,029)

1,874,143

-

-

24,579

-

-

-

-

(24,579)

-

-

1,272

-

-

-

-

-

1,272

-

-

-

-

-

-

(1,928)

77,890

77,890

(20,084)

-

(1,928)

(31,454)

Total

-

-

-

-

-

-

-

-

-

-

-

-

2,114 -

20,084 -

(2,114) (20,084) (20,084)

25,851

186,548

745,877

2,114

20,084

-

952,747

(1,928)

978,842

1,931,293

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. STATEMENT OF CASH FLOWS Year ended December 31, 2008 and 2007 (In Thousands of reais) 2008 Cash Flows from operations Net income for the year Adjustments: Depreciation and amortization Amortization of goodwill Equity pickup Stock-option-based remuneration Minority Interest Net Book value of permanent asset disposals Apropriation of deferred income Interest and monetary variations on loans and financing Interest and monetary variations on property acquisition obligations Interest and monetary variations on acquisition of shares Interest and monetary variations on sundry loans and advances Interest and monetary variations on receivables from related parties Deferred income and social contribution taxes Earnings from subsidiaries not recognized previously, and capital deficiency of subsidiaries Net adjusted income Variation in operating assets and liabilities: Lands and properties Accounts receivable Increase of receivable taxes Deferred taxes Other assets Payament of interests on loans capt from related parties Accounts payable Amortization of property acquisition obligations Procurement of property acquisition obligations Taxes and mandatory contributions payable Assets aquisition Installment taxes Provision for contigencies Deferred revenue Others obligations Clients antecipation Cash flows generated by (used in) operations Cash flows from investments Increase (decrease) in loans and sundry advances Increase (decrease) in receivables from related parties Rate receipt on loans and other advances Increase (decrease) of investments Increase of property, plant and equipment Additions to deferred charges Additions to goodwill Additions to intangibles Cash flows generated by (used in) investing activities Cash flows from financing activities Decrease in loans and financing Procurement of loans and financing Rate payment of loans and obtained financing (Increase) decrease in payables to related parties Repurchase of shares to be held in treasury Increase in capital reserves Minority interest Increase of share capital Cash flows generated by (used in) financing activities Cash Flow Cash at beginning Cash at end Changes in cash

See accompanying notes.

2007

Company

Consolidated

Company

Consolidated

77,890

77,397

20,425

21,158

26,358 125,769 (14,940) 1,272 (20,681) 5,842 17,009 6,364 (427) (434) 27,794

31,414 124,708 (7,003) 1,272 766 (21,242) 6,087 17,009 6,364 (427) (434) 27,794

21,596 118,260 (12,434) (46) (18,693) 5,704 5,441 (353) (269) 13,097

24,167 117,805 (8,027) 165 (46) (18,902) 5,705 5,441 (353) (269) 13,097

251,816

437 264,142

152,728

(791) 159,150

(52,647) (11,102) (7,879) (20,714) (591) 39,826 (104,023) 100,000 14,395 (53,360) 1,450 28,797 768 8,600 195,336

(52,647) (20,965) (8,814) (20,714) (1,426) 46,118 (104,023) 100,000 16,211 (53,360) (177) 1,208 51,159 (4,619) 8,600 220,693

(50,082) (23,074) (4,672) (188,980) 1,683 9 729 (103,347) 165,403 (160) (46,970) (769) (933) 41,531 (4,750) (61,654)

(50,082) (36,637) (6,160) (188,980) 2,207 9 3,614 (103,347) 165,403 2,439 (46,970) (923) (954) 58,324 908 (41,999)

(38,913) 5,984 (294) (14,972) (584,854) (5,526) (3,218) (5,664) (647,457)

(23,447) (52) (294) 32,717 (686,757) (8,011) (6,824) (692,668)

2,531 (5,906) (434) (49,230) (216,131) (537) (49,891) (65,528) (385,126)

2,697 1,400 (434) 588 (336,925) (3,305) (65,528) (401,507)

(13,586) 211,653 (2,849) (1,300) (1,928) 191,990

(16,666) 211,653 (3,105) 22,292 (1,928) 10,870 223,116

(200,706) 177,000 (6,166) (1,165) 186,548 688,328 843,839

(196,262) 177,000 (6,166) (1,165) 186,548 1,069 688,328 849,352

(260,131) 406,745 146,614 (260,131)

(248,859) 416,444 167,585 (248,859)

397,059 9,686 406,745 397,059

405,846 10,598 416,444 405,846

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. STATEMENTS OF VALUE ADDED Year ended December 31, 2008 (In Thousands of reais) 2008

Company

Consolidated

Revenues 386,025 1,045 (1,494) 385,576

452,914 1,674 (1,691) 452,897

Gross value added

(42,663) (42,917) (85,580) 299,996

(52,389) (43,961) (96,350) 356,547

Retentions Depreciation and amortization

(152,127)

(156,122)

Net value added generated by the Company

147,869

200,425

14,940 34,375 49,315 197,184

7,003 34,762 41,765 242,190

(25,269) (2,166) (644) (28,079)

(26,483) (2,450) (672) (29,605)

(51,328) (2,727) (54,055)

(58,509) (2) (7,524) (66,035)

(29,914) (7,246) (37,160)

(31,218) (37,169) (68,387)

(20,084) (57,806) (77,890)

(20,084) (766) (57,313) (78,163)

(197,184)

(242,190)

From sales and services Other revenues Allowance for doubtful accounts Inputs acquired from third parties Cost of goods and services sold Energy, third-party services and others

Transferred value added received Equity pickup Financial income Value added to be distributed Distribution of value added Personnel Direct compensation Benefits FGTS (federally managed Severance Pay Fund) Taxes, levies and contributions Federal State Local Third-party capital remuneration Interest, exchange and monetary variation Rental expenses Dividends and interest on equity Dividends Non-controlling shareholders interest in retained earnings Retained earnings

Value added distributed

See accompanying notes.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS December 31, 2008 and 2007 (In thousands of reais)

1.

Operations The Company was incorporated on December 30, 2005 and is engaged in real estate related activities, including the development of and investment in real estate projects, purchase and sale of properties, purchase and disposal of rights related to such properties, civil construction, and construction projects. The Company also provides engineering and related services, advisory services and assistance in real estate projects, development, promotion, management, planning and intermediation of real estate projects. Additionally, the Company holds investments in other companies. After a number of acquisitions and capital reorganizations involving its subsidiaries, the Company started holding direct and indirect interest at December 31, 2008 and 2007 in the following enterprises:

Real estate development

Location

Beginning of operations

% ownership December 31, December 31, 2008 2007

Shopping centers: BHShopping BarraShopping RibeirãoShopping MorumbiShopping ParkShopping DiamondMall Shopping Anália Franco ParkShopping Barigui Shopping Pátio Savassi BarraShopping Sul Vila Olímpia New York City Center Santa Úrsula

Belo Horizonte Rio de Janeiro Ribeirão Preto São Paulo Brasília Belo Horizonte São Paulo Curitiba Belo Horizonte Porto Alegre São Paulo Rio de Janeiro São Paulo

1979 1981 1981 1982 1983 1996 1999 2003 2004 2008 2009 (*) 1999 1999

80.0 51.1 76.2 65.8 60.0 90.0 30.0 84.0 83.8 100.0 30.0 50.0 37.5

80.0 51.1 76.2 65.8 60.0 90.0 30.0 84.0 83.8 100.0 30.0 50.0 -

Others: Centro Empresarial Barrashopping

Rio de Janeiro

2000

16.67

16.67

(*)

Start-up of operations expected for November 2009.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

1.

Operations (Continued) The majority of the shopping centers are managed in accordance with a special structure known as “Condomínio Pro Indiviso" – CPI (undivided joint property). The shopping centers are not corporate entities, but units operated under an agreement by which the owners (investors) share all revenues, costs and expenses. The CPI structure is an option permitted by Brazilian legislation for a period of five years, with possibility of renewal. Pursuant to the CPI structure, each co-investor has a participation in the entire property, which is indivisible. On December 31, 2008, the Company holds the legal representation and management of the shopping centers. The commercial unit tenants generally pay the higher of a minimum monthly rent restated annually according to the IGP-DI (General Price Index – Domestic Supply) inflation index and a rent based on percentages of each tenant’s monthly gross sales ranging from 4% to 8%. Please find below a summary of the main activities involving real estate developments as of 2007. MorumbiShopping On October 31, 2007, the Company acquired 0.58% of the real estate development after its acquisition of Solução Imobiliária Ltda. for R$ 6,429. On November 21, 2007, the Company acquired 10.1% of the development held by PSS – Seguridade Social for R$ 120,000. After these transactions, the Company has holds a 65.8% interest in the development as a whole. ParkShoppingBarigui On December 18, 2007, the Company and Deneli Administração e Participações Ltda. executed a deed involving the exchange of a 6% undivided interest of the 90% interest held by Multiplan in all ParkShoppingBarigui stores for 94% of three adjoining real estate properties, which were recorded as fixed asset costs. Accordingly, as of that date, the Company has held an 84% interest in ParkShoppingBarigui. In connection with this exchange transaction, the Company will transfer to Deneli, over a period of five years beginning September 28, 2007, 6% of monthly net revenues recorded by ParkShoppingBarigui at a minimum R$ 100 for the first twenty-four months and R$ 120 for the remaining period.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

1.

Operations (Continued) RibeirãoShopping On December 20, 2006, the Company acquired from PSS - Seguridade Social 14,475 shares issued by SC Fundo de Investimento Imobiliário, which represent all of its shares, which holds a 20% ownership interest in the RibeirãoShopping project for R$ 40,000. This investment was recorded at cost on the date of acquisition. In light of the fund’s cessation to exist, formalized in the minutes of the Annual and Special General Meeting of Members on March 25, 2008, the investment was transferred to fixed assets as cost of acquisition from Ribeirão Shopping enterprise. Pátio Savassi Shopping Mall On May 9, 2007, the Company entered into a call option agreement to buy, for US$ 65 million, the total capital of Brazilian Realty (based in Delaware - USA), which, together with Commander José Afonso Assunção, held 100% capital of Indústrias Luna S.A., a company holding a 65.2% interest in Shopping Pátio Savassi. The amount of US$ 500 thousand was paid on that date, and the amount of US$ 15 million was deposited in guarantee on May 23, when the call option was exercised. On July 16, 2007, the acquisition price was fully settled and the Company took control over Shopping Pátio Savassi. Also, as defined in the contract, the Company exercised the option to acquire a property adjoining Shopping Mall Pátio Savassi. In connection with this option, the Company paid an additional amount of US$ 720 thousand. On September 13, 2007 the Company completed the acquisition of 18.61% interest in Shopping Mall Pátio Savassi from JPL Empreendimentos, whose agreement of intent had been signed on June 6, 2007 for total price of R$ 37,826, with a remaining balance of R$ 188 payable until 2009. Santa Úrsula Mall Through capitalization of the loan agreement between the Company and Manati Empreendimentos e Participações S.A, formalized through the Minutes of the Extraordinary Shareholders’ Meeting held on April 25, 2008, the Company started to hold 50% ownership interest in Manati and, consequently, 37.5% interest in Santa Úrsula Mall. See note 10 (c) for further details.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

1.

Operations (Continued) The activities carried out by the major investees are summarized below: a)

Multiplan Administradora de Shopping Centers Ltda. - is committed to management, administration, promotion, installation and development of shopping malls owned by third parties, as well as the management of parking lots in the Company’s own shopping malls.

b)

SCP - Royal Green Península - On February 15, 2006, an unconsolidated partnership (Portuguese acronym SCP) was set up by the Company and its parent company Multiplan Planejamento e Participações S.A., for the purpose of developing a residential real estate project named “Royal Green Península”. The Company holds 98% of the total capital of SCP.

c) MPH Empreendimentos Imobiliários Ltda. - The Company holds 41.96% interest in MPH Empreendimentos Imobiliários, which was incorporated on September 1st 2006 and is specifically engaged in developing, holding interest in and subsequently exploiting a Shopping Mall located at Vila Olímpia district in the city of São Paulo, where it holds 71.50% interest. d)

Manati Empreendimentos e Participações S.A. - Carries out commercial exploration and management, whether directly or indirectly, of a car park and Santa Úrsula Mall, located in the city of Ribeirão Preto, in the São Paulo State.

e)

Haleiwa Empreendimentos Imobiliários S.A. - Committed to the construction and development of real estate projects, including shopping malls, with car parking on land located at Av. Gustavo Paiva s/n, Cruz das Almas, Maceió. Haleiwa is jointly controlled by Multiplan Empreendimentos Imobiliários S.A and Aliansce Shopping Centers S.A, as defined in the Shareholders’ Agreement dated May 20, 2008.

In September 2006, the Company entered into an Agreement for the Assignment of Services Agreements with its subsidiaries Renasce – Rede Nacional de Shopping Centers Ltda., Multiplan Administradora de Shopping Centers Ltda., CAA - Corretagem e Consultoria Publicitária S/C Ltda., and CAA - Corretagem Imobiliária Ltda. Under this agreement, beginning October 1, 2006, the aforementioned subsidiaries assigned and transferred to the Company all the rights and obligations resulting from the services agreements executed between those subsidiaries and the shopping centers.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

1.

Operations (Continued) Therefore, the Company also started to perform the following activities: (i) provision of specialized activities related to brokerage, advertising and publicity advisory services, commercial space for lease and/or sale (“merchandising”); (ii) provision of specialized services related to real estate brokerage and business advisory services; e (iii) shopping mall management. Company Listing On July 25, 2007 the Company obtained the CVM approval to be a listed company and trade capital shares on the stock exchange. On July 26, 2007 the Company concluded its Initial and Secondary Public Offering, issuing 27,491,409 new shares, fully subscribed by new shareholders; and shareholders 1700480 Ontario, José Isaac Peres and Maria Helena Kaminitz Peres sold 9,448,026 shares they owned, also fully acquired by new shareholders. Sale of primary offering of shares, without considering the exercise of the supplemental stock option, amounted to R$ 687,285, which resulted in a cash inflow of R$ 666,000 to the Company, net of estimated commission and expense amounts. On August 30, 2007, 41,700 shares in the supplementary lot were negotiated for R$ 1,043, resulting in the inflow of R$ 1,011 to the Company’s cash. As stated in the Public Offer Prospectus, these funds will be allocated to acquisitions of new shopping malls; continued development of projects Vila Olímpia, currently under construction; expansion of shopping malls already within the Company portfolio; acquisition of new land for development of new shopping malls as well as new residential and commercial real estate development projects in areas adjacent to those of the shopping malls within the Company portfolio; and strengthening of its working capital. To date, the Company has allocated to settle up its debt to GSEMREF Emerging Market Real Estate Fund L.P., described in Note 16, to said acquisition of interest in Pátio Savassi Shopping Mall, for the acquisition of PSS – Seguridade Social in Morumbi Shopping described in Note 15(b), for the acquisition of a plot of land in Barra da Tijuca described in Note 15 (a), for the acquisition of shares in Manati Empreendimentos e Participações S.A described in Note 10(d), and the difference has been allocated in development and expansion of various shopping malls.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

2.

Basis of Preparation and Presentation of the Financial Statements and First Time Adoption of Law No. 11638/07 and Provisional Executive Act No. 449/08. The financial statements were approved by the Company’s management on February 27, 2009. The financial statements were prepared in accordance with the accounting practices adopted in Brazil and the Brazilian Securities and Exchange Commission (CVM) rules, in light of the accounting guidelines contained in corporation law (Law No. 6404/76), with new provisions included, amended and repealed by Law No. 11638 of December 28, 2007 and by Provisional Executive Act (MP) No. 449 of December 3, 2008. The prior-year financial statements were reclassified to improve their presentation and comparability, as follows: goodwill amortization expense reclassified to depreciation and amortization expense, in the amount of R$ 455, in the consolidated statement of income; management fees expense reclassified to administrative expenses – headquarters, in the amount of R$ 1,689, in the statement of income (parent company and consolidated); deferred income and social contribution taxes noncurrent reclassified to deferred income and social contribution taxes current, in the amount of R$ 1,595. Pursuant to CVM Rule No. 565 of December 17, 2008, which approved CPC Pronouncement No. 13 – First Time Adoption of Law Nº 11638/07 and of Provisional Executive Act No. 449/08, the Company set December 31, 2007 as the transition date for adoption of the new accounting practices. The transition date is defined as the starting point for the adoption of changes in the accounting practices adopted in Brazil and is the base date on which the Company prepared its first balance sheets in light of the new accounting provisions in 2008. CPC No. 13 released companies from the obligation to apply the provisions set forth in NPC 12 and CVM Rule No. 506/06 – Accounting Practices, Changes in Accounting Estimates and Correction of Errors upon the first-time adoption of Law No. 11638/07 and Provisional Executive Act No. 449. This rule establishes that, in addition to separately identifying the effects of the new accounting practice adoption in the retained earnings/accumulated losses account, companies are required to state their opening balance sheet for the account or group of accounts relating to the oldest period for comparison purposes, as well as other comparative amounts presented, as if the new accounting practice had always been in use.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

2.

Basis of Preparation and Presentation of the Financial Statements and First Time Adoption of Law No. 11638/07 and Provisional Executive Act No. 449/08. -Continued The Company followed the guideline provided for in referred to CPC and reflected the adjustments arising from the change in accounting practices against Retained Earnings as of January 1, 2008. The financial statements for the year ended December 31, 2007, presented in conjunction with year 2008 financial statements, were prepared in accordance with the Brazilian accounting practices effective through December 31, 2007. As allowed by CPC Pronouncement No. 13 – First Time Adoption of Law No. 11638/07 and MP No. 449/08, the said statements are not restated for the adjustments for purposes of comparison between referred to years. Changes in accounting practices taken into consideration when preparing or presenting the financial statements for the year ended December 31, 2008 and the opening balance sheet for January 1, 2008 were based on accounting pronouncements issued by the Brazilian FASB (CPC) and approved by the Brazilian Securities and Exchange Commission (CVM) and the National Association of State Boards of Accountancy, as follows: Conceptual Structure for Preparing and Presenting Financial Statements, approved by CVM Rule No. 539 of March 14, 2008; CPC 01 Impairment of Assets, approved by CVM Rule No. 527 of November 1, 2007; CPC 03 Statement of Cash Flows, approved by CVM Rule No. 547 of August 13, 2008; CPC 04 Intangible Assets, approved by CVM Rule No. 553 of November 12, 2008; CPC 05 Related Party Disclosures, approved by CVM Rule No. 560 of December 11, 2008; CPC 06 Lease Transactions, approved by CVM Rule No. 554 of November 12, 2008; CPC 09 Statement of Added Value, approved by CVM Rule No. 557 of November 12, 2008; CPC 10 Share-based Payment, approved by CVM Rule No. 562 of December 17, 2008;

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

2.

Basis of Preparation and Presentation of the Financial Statements and First Time Adoption of Law No. 11638/07 and Provisional Executive Act No. 449/08. -Continued CPC 12 Present Value Adjustments, approved by CVM Rule No. 564 of December 17, 2008; CPC 13 First-time Adoption of Law No. 11638/07 and Provisional Executive Act No. 449/08, approved by CVM Rule No. 565 of December 17, 2008; CPC 14 Financial Instruments: Recognition, Measurement and Disclosure, approved by CVM Rule No. 566 of December 17, 2008. OCPC-01 Property Development Entities, approved by CVM Rule No. 561 of December 17, 2008. The initial balance sheet as of December 31, 2007 (the transition date) was prepared considering the exceptions required and some of the elective exemptions permitted by CPC Pronouncement No. 13, as follows: a) Presentation of comparative financial statements - elective exemption: The financial statements for year 2007 are prepared based on the accounting practices effective in 2007. As mentioned above, the option provided by CPC No. 13 for not adjusting 2007 financial statements to the accounting standards effective for 2008 was exercised by the Company. b) Maintenance of balances under Deferred Charges until realization - elective exemption: The Company partially reclassified the balances recognized in the Deferred charges group to the Property, Plant and Equipment group, in the amount of R$ 20,539 (R$ 11,870 in 2007), as they refer to expenses directly related to building, renovating and/or expanding shopping malls, and because they meet the criteria for recognition as fixed assets. Additionally, the Company opted for keeping the remaining balance recognized as deferred charges through its complete amortization. As required by CPC 13, the Company checked these balances for impairment under the terms of CPC 01 – Impairment of Assets and did not identify any indications of impairment loss

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

2.

Basis of Preparation and Presentation of the Financial Statements and First Time Adoption of Law No. 11638/07 and Provisional Executive Act No. 449/08. -Continued c) Considerations on discount to present value - elective exemption:

The Company calculated the discount to present value based on the contractual data of each transaction that generated monetary assets or liabilities, and also applied the discount rates based on market assumptions existing at the transition date. The effects on current asset and liability transactions were immaterial. d) Recognition of share-based payment - elective exemption: The balances of share-based payments referring to the Company’s management and employees’ compensation and outstanding at December 31, 2008 were measured and recognized by the Company in accordance with CPC 10, and related effects were recorded retroactively at the beginning of the year in which such payments were granted through the transition date. e) Presentation of statement of value added without disclosing the prior-year amounts elective exemption: The Company elected to present the statement of value added solely for the year ended December 31, 2008. f)

Tax neutrality upon first time adoption of Law No. 11638/07 and MP No. 449/08:

The Company opted for the Transition Tax Regime (RTT) introduced by Provisional Executive Act No. 449/08, whereby the calculations of Corporate Income Tax (IRPJ), of Social Contribution Tax on Net Profit (CSLL), of Contribution Tax to Social Integration Program (PIS) and of Contribution Tax to Social Security Financing (COFINS), for the biennium 2008-2009, continue to be determined on the accounting methods and criteria set by Law No. 6404, of December 15, 1976, effective on December 31, 2007. As a result, deferred income taxes on the adjustments deriving from adoption of the new accounting practices set forth by Law No. 11638/08 and MP No. 449/08 were recorded in the Company’s financial statements where applicable, in accordance with CVM Rule No. 371. The Company will disclose such option in its Corporate Income Tax Return (DIPJ) for 2009.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

2.

Basis of Preparation and Presentation of the Financial Statements and First Time Adoption of Law No. 11638/07 and Provisional Executive Act No. 449/08. -Continued g) Amortization of goodwill based on future profitability– elective exemption: Goodwill based on future profitability recorded by the Company was amortized under the straight line method through December 31, 2008. h) Application of the first-time periodic assessment of the useful life of fixed assets – elective exemption: The Company already reassesses annually the estimated useful lives of its property, plant and equipment, used in determining relevant depreciation rates. In accordance with first-time adoption disclosure requirements of the new accounting practices, in the following table the Company presents for current and prior year, for comparative purposes, a brief description and the amounts corresponding to the impacts on shareholder’s equity and P&L (Company and consolidated) referring to the changes introduced by Law No. 11638/07 and MP No. 449/08, which are stated solely for P&L for year 2008 given the option made by Company regarding the transition date:

a) Shareholder’s Equity Brief description of the adjustments Shareholders’ equity before the changes introduced by Law No. 11638/07 and MP No. 449/08 Fair value measurement for share-based payments Net effects from full adoption of Law No. 11638/07 and MP No. 449/08 Shareholders’ equity after full adoption of Law No. 11638/07 and MP No. 449/08

(i)

Year ended December, 31 Company Consolidated 2007

2008

1,874,143 1,957,144 (25,851) (24,579) (24,579) 1,849,564

(25,851) 1,931,293

2007

2008

1,874,086 1,957,030 (25,851) (24,579) (24,579)

(25,851)

1,849,507 1,931,179

(i) Recognition of stock-option-based compensation expense, as required by CVM Rule No. 562 of December 17, 2008, which approved CPC Pronouncement No. 10 (See Note 18).

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

2.

Basis of Preparation and Presentation of the Financial Statements and First Time Adoption of Law No. 11638/07 and Provisional Executive Act No. 449/08. -Continued

b) Statements of operations Brief description of the adjustments Net income for the year before the changes introduced by Law No. 11638/07 and MP No. 449/08 Fair value measurement for share-based payments Net effects from full adoption of Law No. 11638/07 and MP No. 449/08 Net income for the year after full adoption of Law No. 11638/07 and MP No. 449/08

(i)

Year ended December, 31 Company Consolidated 2008

2008

79,162 (1,272)

78,669 (1,272)

(1,272)

(1,272)

77,890

77,397

(i) Recognition of stock-option-based compensation expense, as required by CVM Rule No. 562 of December 17, 2008, which approved CPC Pronouncement No. 10 (See Note 18).

Additionally, on account of MP No. 449/08 requirements, the Company reclassified the following balances in the financial statements for the years ended December 31, 2008 and 2007: (i) nonoperating income (expenses) was reclassified to the other operating income (expenses) line; and (ii) deferred income (expenses) was reclassified to the other deferred income (expenses) line. 2008 Company

Non-operating income Deferred Income

65 87,913

2007 Consolidated

108 126,298

Company

1,030 79,797

Consolidated

1,057 96,381

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

2.

Basis of Preparation and Presentation of the Financial Statements and First Time Adoption of Law No. 11638/07 and Provisional Executive Act No. 449/08. -Continued Financial Statement Consolidated Financial Statement Consolidated include the transactions of the Company and the following subsidiaries, whose ownership interest percentage at the balance sheet date or merger date is summarized below: % Ownership 2008

MMMM

Brazilian Realty JPL Empreendimentos Ltda. Indústrias Luna S.A. Solução Imobiliária Ltda. RENASCE - Rede Nacional de Shopping Centers Ltda. (b) County Estates Limited (a) Embassy Row Inc. (a) EMBRAPLAN - Empresa Brasileira de Planejamento Ltda.(c) CAA Corretagem e Consultoria Publicitária S/C Ltda. (b) Multiplan Administradora de Shopping Centers Ltda. CAA Corretagem Imobiliária Ltda. (b) MPH Empreendimentos Imobiliários Ltda. Manati Empreendimentos e Participações S.A Haleiwa Participações S.A (a) (b) (c)

Direct 100.00 100.00 0.01 100.00 99.00 100.00 99.00 99.00 99.61 41.96 50.00 50.00

Indirect 99.99 99.00 99.00 -

2007 Direct Indirect 100,00 100,00 0,01 99,99 100,00 99,00 99,00 99,00 100,00 99,00 99,00 99,61 41,96 -

Foreign entities. During 2007, the operation of aforementioned subsidiaries was transferred to the Company. Dormant company.

Fiscal years of subsidiaries included in the consolidation coincide with those of the parent Company, and accounting policies were uniformly applied in the consolidated companies and are consistent with those used in prior years. Significant consolidation procedures are: - Elimination of balances of assets and liabilities between the consolidated companies; - Elimination of interest in the capital, reserves and accumulated profits and losses of consolidated companies; - Elimination of income and expense balances resulting from intercompany business transactions.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

2.

Basis of Preparation and Presentation of the Financial Statements and First Time Adoption of Law No. 11638/07 and Provisional Executive Act No. 449/08. -Continued Financial Statement Consolidated (Continued) For subsidiaries Manati Empreendimentos e Participações S.A. e Haleiwa Participações S.A., whose shareholders’ agreements provide for shared control, the consolidated financial statements include asset, liability and statement of income accounts in proportion to the total ownership interest held in the referred to jointly-controlled subsidiary based on the financial statements of the companies shown below: Manati Empreendimentos Participações S.A. Assets Current

908

Liabilities Current

311 1,846

Noncurrent: Noncurrent: Property and equipment Intangibles Total

46,651 2,281 48,932 49,840

Shareholders’ equity Capital Accumulated losses

51,336 (3,653) 47,683

Total

49,840

Statements of operations

Gross revenues from sales Leases Others revenues

2,550 110 2,660

Taxes and contributions on sales Net revenues

(98) 2,562

General and administrative expenses (shopping malls) Depreciation and amortization Other operating expenses Financial income (expenses)

Loss before income and social contribution taxes Income and social contribution taxes Loss for the period

(4,124) (1,098) (268) 16 (5,474) (2,912) (306) (3,218)

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

2.

Basis of Preparation and Presentation of the Financial Statements and First Time Adoption of Law No. 11638/07 and Provisional Executive Act No. 449/08. -Continued Haleiwa Empreendimentos Imobiliários S.A. Assets Current Noncurrent: Property and equipment Deferred Total

6

Liabilities Current

8

26,184 712 26,896

Shareholders’ equity Capital

26,894

26,902

Total

26,902

Reconciliation between net assets and net income for the year ended December 31, 2008 and 2007 of company with the consolidated is as follows: 2008 Shareholders’ equity Company Quotaholders’ déficit of subsidiaries Equity in the earnings of County for the year (a) Others Consolidated

1,931,293 (114) 1,931,179

2007

Net income for the year 77,890 (56) (437) 77,397

Shareholders’ equity 1,874,143 (58) 1 1,874,086

Net income for the year 20,425 (58) 814 (23) 21,158

(a) Adjustment referring to the Company‟s equity in the earnings of County not reflected on equity in the earnings of Renasce.

3.

Significant Accounting Policies and Consolidation Criteria a) Determination of profit and loss from real estate development and sale and others For installment sale of completed units, income is recognized upon the sale of such units irrespective of the period for receipt of the contractual amount. Fixed interest rates set in advance are allocated to profit and loss under the accrual method, irrespective of its receipt.

3.

Significant Accounting Policies and Consolidation Criteria (Continued)

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

a) Determination of profit and loss from real estate development and sale and others (Continued) For sale of units not yet completed, income is recognized based on procedures and standards set out by the Federal Accounting Board CFC Resolution No. 963 and OCPC 01 Guidance – Property Development Entities, approved by CVM Rule No. 561, shown below: - The costs incurred are recorded as inventories (construction in progress) and fully allocated to the result of operations as the units are sold. After the sale occurs, the costs to be incurred to conclude the unit’s construction will be allocated to the result of operations as they are incurred. - The percentage of costs incurred of sold units, including land, is determined in relation to the total budgeted cost and estimated through to the completion of construction work. This rate is applied to the price of units sold and adjusted for selling expenses and other contractual conditions. The resulting figure is recorded as revenues and matched with accounts receivable or any advances received. From then through to the completion of construction work, the unit’s sale price that had not been recorded as revenues will be recognized in the result of operations as revenues as the costs required to conclude the unit’s construction are incurred, in relation to the total budgeted cost. Any changes to the project execution and conditions and in estimated profitability, including changes resulting from contractual fines and settlements that may lead to a review in costs and revenues, are recognized in the period in which such reviews are conducted. - Revenues determined from sales, including monetary restatement, net of installments already received, are recorded under accounts receivable or advances from clients, as applicable. The only impacts of Guidance OCPC 01 – Property Development Entities, approved by CVM Decision No. 561 on the Company’s financial statements for the year ended December 31, 2008 were the accounts receivable adjustment to present value, and classification of expenses incurred in connection with the sales stand and model apartment construction under property, plant and equipment, which will be depreciated according to the assets’ estimated useful lives.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

3.

Significant Accounting Policies and Consolidation Criteria (Continued) a) Determination of profit and loss from real estate development and sale and others (Continued) Other revenues and expenses were allocated to the statement of operations on an accrual basis. b) Financial statements functional and reporting currency The Company’s and its Brazilian subsidiaries’ functional currency is the Brazilian real (R$), which is also the financial statement preparation and reporting currency for Company and consolidated. c) Financial instruments Financial instruments are recognized when the Company becomes party to the contractual provisions of said instruments. They are initially recognized at fair value plus transaction costs directly attributable to their acquisition or issue, except for financial assets and liabilities classified at fair value through profit or loss, when such costs are directly charged to P&L for the year. Subsequent measurement of financial assets and liabilities is determined by their classification at each balance sheet. c.1) Financial assets: are classified into the following specified categories, according to the purpose for which they have been acquired or issued: i) Financial assets measured at fair value through profit or loss (FVTPL) at each balance sheet date: include financial instruments held for trading and assets initially recognized at FVTPL. They are classified as held for trading if originated for the purpose of sale or repurchase in the short term. Interest, monetary variation and foreign exchange gains/losses and fluctuations arising from measurement at fair value are recognized in profit or loss, as incurred, under Financial income or Financial expenses.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

3.

Significant Accounting Policies and Consolidation Criteria (Continued) c) Financial instruments (Continued) ii) Held-to-maturity investments: non-derivative financial assets with fixed or determinable payments and fixed maturities for which the Company’s management has the positive intention and ability to hold to maturity. After their initial recognition, they are measured at amortized cost using the effective interest rate method. Under this method, the discount rate applied on future estimated receivables over the financial instrument expected term results in their net book value. Interest, monetary variation and foreign exchange gains/losses, less impairment, if applicable, are recognized in profit or loss, as incurred, under Financial income or Financial expenses. iii) Loans (granted) and receivables: non-derivative financial assets with fixed or determinable payments which, however, are not traded in an active market. After their initial recognition, they are measured at amortized cost using the effective interest rate method. Interest, monetary variation and foreign exchange gains/losses, less impairment, if applicable, are recognized in profit or loss, as incurred, under Financial income or Financial expenses. Main financial assets recognized by the Company are: cash and cash equivalents, short term investments, trade accounts receivable, and sundry loans and advances. c.2) Financial liabilities: are classified into the following specified categories, according to the nature of underlying financial instruments: i) Financial liabilities measured at fair value through profit and loss at each balance sheet date: financial liabilities usually traded before maturity, and liabilities designated at fair value through P&L upon first time recognition. Interest, monetary restatement and foreign exchange gains/loss from fair value measurement, when applicable, are recognized in profit or loss, as incurred. ii) Financial liabilities not measured at fair value: non derivative financial liabilities not usually traded before maturity. They are initially measured at amortized cost using the effective interest rate method. Interest, monetary restatement and foreign exchange gains/loss, when applicable, are recognized in profit or loss, as incurred. Main financial liabilities recognized by the Company are: loans and financing and property acquisition obligations.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

3.

Significant Accounting Policies and Consolidation Criteria (Continued) d) Cash and cash equivalents Include cash, positive current account balances, short term investments redeemable at any time and bearing insignificant risk of change in their market value. Short term investments included in cash equivalents are classified as “financial assets at fair value through P&L”. These investments by classification type are broken down in Note 4. e) Accounts receivable There are stated at realizable values. An allowance for doubtful accounts is set up in an amount considered sufficient by management to cover any losses on collection of receivables. The breakdown of accounts receivable is stated in Note 5. f) Land and properties held for sale Land and properties held for sale are valued at average acquisition or construction cost, not exceeding market value. g) Investments Investments in subsidiaries are valued by the equity in earnings method, based on the subsidiaries´ balance sheet as of the same date. h) Property and equipment Property and equipment are recorded at acquisition, formation or construction cost, reduced by the related accumulated depreciation, calculated by the straight-line method at rates that consider the economic-useful life of the assets. Expenses incurred with repair and maintenance are recorded if the economic benefits embodied in these assets are likely to be generated and the amounts can be reliably measured, whereas other expenses are charged to P&L directly as incurred. The recovery of property and equipment by means of future operations is periodically monitored. Interest and other charges in connection with financing taken out for construction in progress are capitalized until the respective assets start operations. Depreciation follows the same criteria applied to and is calculated over the useful life of the fixed asset item to which they were directed.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

3.

Significant Accounting Policies and Consolidation Criteria (Continued) i) Commercial Leasing Lease agreements are recognized in property, plant and equipment at the value of the asset under lease and also in liabilities, as loans and financing, at the lower of the mandatory minimum installments there under or the asset fair value. The amounts recorded in property, plant and equipment are depreciated over the shorter of the estimated useful life of the assets or the lease term. The implicit interest on loans and financing recognized in liabilities is charged to P&L over the life of the contract using the effective interest rate method. Operating lease agreements are recognized as expense on a systematic basis, being representative of the period in which the benefit derived from the leased asset is obtained, even if such payments are not made on the same basis. In 2007, the Company had no financial lease agreements. j)

Intangibles Intangible assets purchased separately are initially measured at cost and subsequently recognized net of accumulated amortization and impairment losses, as applicable. Goodwill on investment acquisitions and investments fully incorporated though December 31, 2008 based on future profitability were amortized by the straight-line method for the term provided for recovery, over a maximum five-year term, approximately. From January 1st, 2009 they will no longer be amortized and should be subject to annual impairment test.

Internally generated intangibles are recognized in P&L for the year when they were generated. Intangible assets with finite useful life are amortized over their estimated useful life and subject to an impairment test if there is any indication of impairment. Intangible assets with an indefinite useful life are not amortized, but are subject to annual impairment test. k) Deferred Deferred charges comprise costs incurred in real estate development until December 31, 2008, amortized over 5 years periods counting from the beginning of operation of each project.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

3.

Significant Accounting Policies and Consolidation Criteria (Continued) l) Provision for impairment Management annually tests the net book value of the assets with a view to determining whether there are any events or changes in economic, operating or technological circumstances that may indicate impairment loss. To date, no evidence indicating that the net book value exceeds the recoverable amount was identified. Accordingly, no provision for impairment loss was required. m) Others assets and Liabilities Liabilities are recognized in the balance sheet when the Company has a legal or constructive obligation arising from past events, the settlement of which is expected to result in an outflow of economic benefits. Some liabilities involve uncertainties as to term and amount, and are estimated as incurred and recorded as a provision. Provisions are recorded reflecting the best estimates of the risk involved. Assets are recognized in the balance sheet when it is likely that their future economic benefits will be generated on the Company’s behalf and their cost or value can be safely measured. Assets and liabilities are classified as current whenever their realization or settlement is likely to occur during the following twelve months. Otherwise, they are recorded as noncurrent. n) Taxation Revenues from sales and services are subject to the following taxes and contributions, at the following basic tax rates: Rate Tax Social Contribution Tax on Gross Revenue Social Security Financing Tax on Gross Revenue Service Tax

Abbreviation

Company

Subsidiaries

PIS COFINS ISS

1.65 7.6 2 % to 5%

0.65 3.0 2 % to 5%

Those charges are presented as deductions from sales in the statement of income. Credits resulting from non-cumulative taxation of PIS/COFINS are presented as deductions from the group of accounts of operating income and expenses in the statement of income. Debits resulting from financial income, as well as credits resulting from financial expenses are presented as deduction from those specific lines in the statement of income.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

3.

Significant Accounting Policies and Consolidation Criteria (Continued) n) Taxation (Continued) Taxation on net profit includes income and social contribution taxes. Income tax is computed on taxable profit at a 25% whereas social contribution is computed at a 9% tax rate on taxable profit, recognized on an accrual basis. Therefore, additions to the book profit of expenses, temporarily nondeductible, or exclusions from revenues, temporarily nontaxable, for computation of current taxable profit generate deferred tax credits or debits. As provided for in tax legislation, all companies that are part of the Multiplan Group, which had gross annual revenue for the prior year lower than R$ 48,000 opted for the presumed-profit method. Advances or amounts to be offset are presented under current or noncurrent assets, according to their expected realization. Deferred tax credits deriving from Corporate Income Tax (IRPJ) and Social Contribution Tax on Net Profit (CSLL) losses are recognized only to the extent that a positive taxable base for which temporary differences may be used is likely to occur. o) Share-based payment The Company granted administrators and employees eligible for the program stock purchase options that are only exercisable after specific grace periods. These options are calculated over their respective grace periods based on their values determined by the Black-Scholes method and on the dates the compensation programs are granted, and are recorded in operating income under “stock-option-based remuneration expense”, according to such options vesting periods as established in the programs and described in Note 21.c.

The initial adjustment relating to adoption of Law No. 11638/07 was made against retained earnings. p) Deferred Income Agreements for assignment of rights (malls’ technical structure assignment or key money) are accounted for as income to be allocated, and recognized on a straight-line basis to P&L for the year based on the rental period of the respective stores to which they refer.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

3.

Significant Accounting Policies and Consolidation Criteria (Continued) q) Provision for contingencies Provision for contingencies are established based on reports issued by legal counsel, in amounts considered sufficient to cover losses and risks considered probable. Contingencies whose risks have been considered possible are disclosed in the notes to the financial statements. r) Accounting estimations Used to measure and recognize certain assets and liabilities in the Company’s and its subsidiaries’ financial statements. These estimates were determined based on past and current events’ experience, assumptions in respect of future events, and other objective and subjective factors. Significant items subject to such estimates include selection of useful lives of property, plant and equipment and intangible assets; allowance for doubtful accounts; provision for inventory losses; provision for losses on investments; analysis of recoverability of property, plant and equipment and intangible assets; deferred income and social contribution taxes; the rates and terms applied in determining the discount to present value of certain assets and liabilities (year 2008 only); provision for contingencies; fair value measurement of share-based compensation and financial instruments (year 2008 only); and estimates for disclosure in the sensitivity analysis table of derivative financial instruments pursuant to CVM Instruction No. 475/08. Settlement of transactions involving these estimates may result in amounts different from those recorded in the financial statements due to the uncertainties inherent in the estimate process. The Company reviews its estimates and assumptions at least on a quarterly basis. s) Discounted to present value assets and liabilities Noncurrent monetary assets and liabilities are discounted to present value, and so are current monetary assets and liabilities considered to have a significant effect on the overall financial statements. The discount to present value is calculated using contractual cash flows and the explicit interest rate, and in certain cases the implicit interest rate, of respective assets and liabilities. Accordingly, the implicit interest rate of income, expenses and costs associated with therewith is discounted in order to recognize such assets and liabilities on an accrual basis. Such interest rates are subsequently posted to the income statement as financial expenses or financial income using the effective interest rate method in relation to contractual cash flows. Implicit interest rates applied were determined based on assumptions and are deemed accounting estimations.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

3.

Significant Accounting Policies and Consolidation Criteria (Continued) t)

Statements of cash flows and statements of value added The statements of cash flows are prepared and presented in accordance with CVM Rule No. 547 of August 13, 2008, which approved Accounting Pronouncement CPC 03 – Statement of Cash Flows, issued from Brazilian FASB (CPC). The statements of value added are prepared and presented in accordance with CVM Rule No. 557 of November 12, 2008, which approved Accounting Pronouncement CPC 09 – Statement of Value Added, from CPC.

4.

Cash and Cash Equivalents Company Cash and banks Short-term investment – Bank Deposit Certificates

22,714 123,900 146,614

2008 Consolidated 26,831 140,754 167,585

Company

2007 Consolidated

5,649 401,096 406,745

15,233 401,211 416,444

Investments earn average remuneration, net of taxes, of approximately 100% of CDI and may be redeemed at any time without affecting recognized revenue.

5.

Accounts Receivable Company Leases Key money Acknowledgment of debt (a) Parking Administration fees (b) Sales Advertising Sale of properties Others Allowance for doubtful accounts Noncurrent Current (a)

54,164 39,070 2,637 2,342 2,516 2,092 473 1,037 2,040 106,371 (12,861) 93,510 (11,388) 82,122

2008 Consolidated 56,719 62,014 2,650 2,516 2,092 473 1,037 3,211 130,712 (13,421) 117,291 (17,762) 99,529

Company

2007 Consolidated

44,246 32,914 3,852 1,076 3,727 969 1,009 6,252 152 94,197 (11,789) 82,408 (9,259) 73,149

Refers to balances regarding acknowledgment of debt, rent and others, which were overdue, have been renegotiated and are to be paid in installments.

44,979 45,586 3,868 1,081 3,727 969 1,009 6,252 661 108,132 (11,806) 96,326 (16,106) 80,220

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

5.

Accounts Receivable (Continued) (b)

Refers to administration fees receivable by the Company and the subsidiary Multiplan Administradora, charged from investors or shopkeepers of the shopping centers administered by them, which correspond to a percentage applied on store rent (7% on the net income of the shopping, or 6% of the minimum rent, plus 15% on the portion exceeding minimum rent or fixed amount), on common shopkeeper charges (5% of expenses incurred), on financial management (variable percentage on expenses incurred in shopping center expansions) and on promotional fund (5% of promotional fund collection).

As supplemental information, since it is not recorded in accounting records in view of the accounting practices mentioned in Note 3a, the accounts receivable balance at December 31, 2008 and 2007 referring to sale of units under construction of the real estate development “Centro Profissional MorumbiShopping” and “Cristal Tower”, less the installments already received, is broken down as follows, by year of maturity:

2008 2009 2010 2011 onwards

2008

2007

10,042 7,394 18,289 35,725

5,863 743 372 40 7,018

These figures receivable will be restated by the National Civil Construction Index - INCC until the end of construction, and by the IGP-DI thereafter. These credits mainly refer to construction in progress, to which title deeds are granted only after settlement and/or negotiation of receivables from clients.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

6.

Loans and Advances Company Current Shopkeepers Shopping centers Condominiums (a) Barra Shopping Sul Association (b) Parkshopping Condominiums (c) Ribeirão Shopping Condominiums (d) Barra Shopping Condominiums (e) New York City Center Condominiums (f) Parkshopping Barigui Condominiums (g) Anália Franco Condominiums BH Shopping Condominiums Diamond Mall Condominiums Barra Shopping Sul Condominiums (h) Advance for suppliers Others Provision for losses (a) Noncurrent Shopkeepers Parkshopping Condominiums (c) Barra Shopping Sul Association (b) Barra Shopping Condominiums (e) Parkshopping Barigui Condominiums (g) Manati Empreendimentos e Participações S.A. (Note 19) MPH Empreendimentos Imobiliários Ltda. (Note 19) Barra Shopping Sul Condominiums (h) Haleiwa Participações S.A. (Note 19) Others

2008 Consolidated

Company

2007 Consolidated

267 7,549 2,036 871 711 700 510 382 125 13 11 661 2,814 303 16,953 (7,549) 9,404

267 7,561 2,036 871 711 700 510 382 125 13 11 661 10,876 1,321 26,045 (7,549) 18,496

86 7,223 171 339 1,617 9,436 (7,223) 2,213

86 7,223 171 532 2,298 10,310 (7,223) 3,087

1,220 2,861 2,511 1,202 816

1,220 2,861 2,511 1,202 816

86 1,100

86 1,100

806 22,711 381 166 1,337 34,011

381 1,337 10,328

382 1,568

383 1,569

(a) Prepayments to condominiums of shopping malls owned by the Group. A provision for losses was recognized in the full amount, considering its unlikely realization. (b)

Refers to advances granted Barra Shopping Sul shopkeepers Association on total amount of R$ 4,800 to meet working capital needs The debit balance is monthly updated by 135% change in the CDI and the amount of R$ 2,800 will be refunded in 48 monthly installments beginning January 2010 and the amount of R$ 2.000 in 12 monthly installments beginning January 2009.

(c)

Refers to advances granted to Parkshopping condominium to meet its working capital needs. The debit balance is monthly updated by 110% change in the CDI and and will be refunded in 48 monthly installments beginning January 2009.

(d)

Refers to advances granted to Ribeirão Shopping condominium to meet working capital needs. The debit balance is monthly updated by 110% change in the CDI and will be refunded in 12 monthly installments beginning January 2009.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

6.

Loans and Advances (Continued) (e)

Refers to advances granted to Barra Shopping condominium to meet working capital needs. The debit balance is monthly updated by 135% change in the CDI and will be refunded in 36 monthly installments beginning January 2009.

(f)

Refers to advances granted to New york City Center condominium to meet working capital needs. The debit balance is monthly updated by 105% change in the CDI and will be refunded in 24 monthly installments beginning January 2008.

(g)

Refers to advances granted to Parkshopping Barigui condominium to meet working capital needs. The debit balance is monthly updated by IGP-DI +12% per year and will be refunded in 60 monthly installments beginning March 2007.

(h)

Refers to advances granted to Barra Shopping Sul condominium to meet working capital needs. The debit balance is monthly updated by 135% change in the CDI and will be refunded in 24 monthly installments beginning January 2009.

7.

Recoverable Taxes and Contributions

Company Recoverable Income Tax - IR Recoverable Social Contribution Tax – CSLL IOF overpaid IRRF on short-term investments IRRF on services rendered Recoverable PIS Recoverable COFINS PIS, COFINS e CSLL on services rendered Other

8.

Company

10,127 1,717 1,274 6,154 380 358 94 94 20,198

3,268 598 1,274 2,755 366 176 205 296 29 8,967

2007 Consolidated 4,407 1,330 1,274 2,814 366 510 308 323 52 11,384

Land and Properties Held for Sale

Land (a) Built properties Properties under construction

(a)

8,126 949 1,274 6,028 378 20 71 16,846

2008 Consolidated

See Note 15.

2008 Company and consolidated

2008 Company and consolidated

127,156 1,533 768 129,457

73,255 3,555 76,810

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

9.

Income Tax and Social Contribution Deferred Income and Social Contribution Taxes 2008

2007

Company and consolidated

Company and consolidated

Provision for contingencies Allowance for doubtful accounts (a) Provision for losses on advances on charges (a) Result from real estate projects (b) Annual provision bond Goodwill at merged company (c) Accumulated fiscal losses and negative basis for social contribution

16,978 12,282 7,549 89 7,969 430,060 42,626

14,656 10,420 7,223 (5,730) 511,807 -

Deferred tax credit base Deferred income tax (25%) Deferred social contribution tax (9%)

517,553 129,388 46,580 175,968 38,704 137,264

538,375 134,594 48,454 183,048 18,435 164,613

Current Noncurrent

Deferred income and social contribution taxes will be realized as follows:

2009 2010 2011 2012 onwards

2008 Company and consolidated

2007 Company and consolidated

58,943 69,982 8,339 137,264

29,938 41,165 43,036 50,474 164,613

a)

The balance in the provision for credits for bad debts used for calculating the consolidated fiscal credit had net value in the amount of R$ 581, registered as a write-off to the results of future periods.

b)

According to the tax criterion, the result of the sale of real estate units is determined based on the financial realization of revenues (cash basis) and costs are determined by applying a percentage on revenues recorded until then, and such percentage corresponds to that of total estimated cost in relation to total estimated revenues.

c)

The goodwill recorded in Bertolino’s balance sheet, company merged in 2007 deriving from Multiplan capital participation acquisition in the amount of R$ 550,330 and based on the investment’s expected future profitability, will be amortized by Multiplan premised on said expectations over a term of 4 years and 8 months. In consonance with CVM Instruction No. 349, Bertolino set up a provision for net equity make-whole before its merger in the amount of R$ 363,218, corresponding to the difference between the goodwill amount and the tax benefit deriving from the related amortization. This caused Multiplan to absorb only the assets relating to the goodwill amortization tax-deductible benefit, in the amount of R$ 186,548. The referred provision will be reversed in proportion of the goodwill amortization by Multiplan, thus not affecting the result of its operations.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

9.

Income Tax and Social Contribution (Continued) Reconciliation of income and social contribution tax expense Reconciliation of the income and social contribution tax expense calculated at the applicable combined statutory rates and the corresponding amounts posted to the statement of income is as follows: Consolidated 2008 2007 Calculation under taxable income methods Income before income and social contribution taxes Additions Provisions Amortization of goodwill Nondeductible expenses Effect of subsidiaries’ IRPJ base eliminated upon consolidation Effect of subsidiaries' IRPJ base relating to minority interest Tax loss incurred by the parent company for which no provision for deferred income tax was established Result from real estate projects Others Exclusions Equity in the earnings of County for the year Result from equity equivalence Realization of goodwill from merged company Result from real estate projects Others Tax profit Compensation of tax loss and social contribution tax loss Tax calculation base

Income tax Social contribution Taxable profits computed as a percentage of gross sales Effect of Income tax on the result Effect of deferred income tax on the result Income tax and social contribution in the statement of operations

10. Investments in Subsidiaries Information on subsidiaries:

98,044

34,366

3,046 13,062 17,228 5,591 766

3,484 5,568 6,724 1,426 165

5,816 45,509

9,704 33 27,104

(494) (16,188) (81,744) (88) (98,514) 45,039 (10,785) 34,254

(795) (12,434) (38,523) (5,730) (57,482) 3,988 3,988

(8,563) (3,083) (11,646) (1,154) (12,800) (7,081) (19,881)

(997) (359) (1,356) (457) (1,813) (11,230) (13,043)

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

2008

Subsidiaries CAA Corretagem e Consultoria Publicitária S/C Ltda, RENASCE – Rede Nacional de Shopping Centers Ltda. CAA Corretagem Imobiliária Ltda. MPH Empreendimentos Imobiliários Ltda. (a) Multiplan Admin. Shopping Center Brazilian Realty JPL Empreendimentos Indústrias Luna S.A. Solução Imobiliária Ltda. SCP – Royal Green Península SC Fundo de Investimento Imobiliário Ltda. Manati Empreendimentos e Participações S.A. (b) Haleiwa Participações S.A. (b)

Number of units

% ownership

Capital

5,000

99.00

50

45,000 154,477 839 20,000 11,081,059 9,309,858 7 1,715,000 -

99.00 99.61 41.96 99.00 99.99 100.00 0.01 100.00 98.00

450 1,544 22,000 20 39,525 9,310 37,000 1,715 51,582

Shareholders’ equity

306 4,690 (115) 22,000 3,055 48,071 13,972 48,071 1,545 23,046

-

-

-

-

21,442,694 29,893,268

50.00 50.00

25,668 13,446

47,683 26,894

2007 Net income (loss) for the year

Shareholders ’ Equity

Net income (loss) for the year

(33)

339

(125)

(485) (57) 1,582 6,257 2,408 6,257 239 6,731

5,175 58 2,000 1,473 41,811 11,564 41,799 1,306 9,013

(325) (115) 1,110 1,554 446 61 8,070

39,475

(525)

(3,218) -

-

(a) This Company was incorporated in February 2007. (b) The equity in earnings of affiliates covers the period beginning when these investments were acquired by the Company during the second semester of 2008. The Company maintains shareholders agreements related to all jointly-controlled Manati Empreendimentos e Participações S.A. and Haleiwa Participações S.A. In relation to resolutions about administration of the jointly-controlled subsidiaries. the Company holds a seat in the Board of Directors and/or Executive Board, participating proactively in all strategic business decisions.

-

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

10. Investments in Subsidiaries (Continued) Investments of the Company:

At December 31, 2007

Subsidiaries CAA Corretagem e Consultoria Publicitária S/C Ltda. RENASCE – Rede Nacional de Shopping Centers Ltda. SCP – Royal Green Península Multiplan Admin. Shopping Center MPH Empreendimentos Imobiliários Ltda. Brazilian Realty LLC JPL Empreendimentos Ltda. Indústrias Luna S.A. Solução Imobiliária Ltda. Manati Empreendimentos e Participações S.A. Haleiwa Participações S.A. SC Fundos de Investimentos Imobiliários

336

(d) (e) (a)

Others

5,124 8,833 1,461 839 41,811 11,564 4 1,306 39,475 88 110,841

Acquisition of investment 7,157 8,393 25,450 13,447 54,447

Disposals

Revenue of shares

Equity in subsidiaries

-

-

(33)

303

(481) 6,595 1,564 6,255 2,408 1 239 (1,608) 14,940

4,643 22,585 3,025 9,232 48,066 13,972 5 1,545 23,842 13,447 88 140,753

(43,507) (43,507)

4,032 4,032

At December 31, 2008

Investments of the Consolidated: At December 31, 2007

Subsidiaries Cost SCP – Royal Green Península SC Fundos de Investimentos Imobiliários

Others

(a)

8,833 39,475 253 48,561

Acquisition

7,157 7,157

Disposals

Revenue of shares

(43,507) (399) (43,906)

4,032 4,032

Equity in subsidiaries

6,595 408 7,003

At December 31, 2008

22,585 262 22,847

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

10. Investments in Subsidiaries (Continued) Investments of the Company:

At December 31, 2006

Subsidiaries CAA Corretagem e Consultoria Publicitária S/C Ltda. RENASCE – Rede Nacional de Shopping Centers Ltda. CAA Corretagem Imobiliária Ltda. SCP – Royal Green Península Multiplan Admin. Shopping Center SC Fundos de Investimentos Imobiliários MPH Empreendimentos Imobiliários Ltda Brazilian Realty LLC. (b) JPL Empreendimentos Ltda. (b) Industrias Luna S.A. (b) Solução Imobiliária Ltda. (c) Others

460 6,697 57 924 954 40,000 85 49,177

Acquisition 839 40,257 11,118 4 1,245 53,463

Dividends Received (1,100) (592) (1,692)

Revenue of shares (525) (525)

Exchange variation (2,016) (2,016)

Equity in subsidiaries

At December 31, 2007

(124) (473) (57) 7,909 1,099 3,570 446 61 3 12,434

336 5,124 8,833 1,461 39,475 839 41,811 11,564 4 1,306 88 110,841

Investments of the consolidated:

Subsidiaries Cost SCP – Royal Green Península SC Fundos de Investimentos Imobiliários Others

At December 31, 2006

924 40,000 198 41,122

Disposals (63) (63)

Revenue of shares (525) (525)

Equity in subsidiaries 7,909 118 8,027

At December 31, 2007

8,833 39,475 253 48,561

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS – (Continued) December 31, 2008 (In thousands of reais)

10. Investments in Subsidiaries (Continued) (a) On December 20, 2006, by way of a Real Estate Investment Fund Shares’ Purchase and Sale Agreement and other Covenants, the Company purchased from PSS – Seguridade Social 100% of the 14,475 shares issued by SC Fundo de Investimento Imobiliário a real estate investment fund that holds 20% interest in RibeirãoShopping venture, for R$ 40,000. This investment was stated at cost on the acquisition date. Since referred to fund ceased to exist as formally approved as per the minutes of the Shareholders’ Annual and Special General Meeting held on March 25, 2008, this investment was transferred to fixed assets as acquisition cost in connection with RibeirãoShopping venture. (b) As mentioned in Note 1, on July 16, 2007 the Company acquired the total capital of Brazilian Realty. a company that holds 100% capital of Luna, which in turn, held 65.19% of Shopping Pátio Savassi. The amount paid in this operation was R$ 124,134 and goodwill amounted to R$ 46,438 based on future profitability (Note 12) and to R$ 37,434 for the fair value of assets (Note 11). On September 13, 2007, the Company acquired the total capital of JPL Empreendimentos, a company that holds 100% capital of Cilpar, which, in turn holds an 18.61% interest in Shopping Pátio Savassi. The amount paid in this operation was R$ 37,826, and goodwill amounted to R$ 15,912 based on future profitability (Note 12) and to R$ 10,796 for the fair value of assets (Note 11). (c) As mentioned in Note 1, on October 31, 2007 the Company acquired for R$ 6,429 the total units representing the capital of Solução Imobiliária Ltda., which holds a 0.58% interest in MorumbiShopping and goodwill amounted to R$ 3,524 based on future profitability (Note 12) and to R$ 1,660 for the fair value of assets (Note 11). (d) On February 7, 2008 the Company entered into a loan agreement with Manati Empreendimentos e Participações S.A. by means of which it lent to the latter the amount of R$ 23,806. On February 13, 2008, the parties entered into an amendment to this loan agreement based on which the loan amount was increased by R$ 500. According to the minutes of the Extraordinary General Meeting (EGM) held on April 25, 2008. Manati repaid to Multiplan the total amount borrowed, through conversion of this total loan amount into capital contribution in Manati with the subscription, by Multiplan, of 21,442,694 new registered common shares of Manati, which holds a 75% interest in Shopping Santa Úrsula. The amount paid in this acquisition was R$ 28,668 and goodwill on the transaction, amounting to R$ 3,218, which is supported by the assets market value (Note 11). (e) On May 20, 2008, the Company acquired ownership interest of 50% in Haleiwa Empreendimentos Imobiliários S.A., for R$ 50 (in reais). The Extraordinary Shareholders’ Meeting of June 23, 2008, decided to increase capital of Haleiwa from R$ 1 to R$ 29,893, through issue of 26,892,266 registered common shares, namely: (a) 13,446,134 shares subscribed and paid by Multiplan in the amount of R$ 13,446, through capitalization of credits held receivable from the company resulting from loan agreement and advances for future capital increase made on May 28, 2008 and June 2, 2008, for the acquisition of the land described in the business purpose of Haleiwa; (b) 1,500,000 shares subscribed but not yet paid by Multiplan.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais) 11. Property and Equipment Annual depreciation rates (%) Cost Land Improvements Accumulated depreciation Net Installations Accumulated depreciation Net Machinery, equipment, furniture and fixtures Accumulated depreciation Net Other Accumulated depreciation Net Construction in progress Fair value of assets Brazilian Realty LLC Land Improvements Accumulated amortization Net Indústrias Luna S.A. Land Improvements Accumulated amortization Net JPL Empreendimentos Ltda. Land Improvements Accumulated amortization Net Solução Imobiliária Ltda. Land Improvements Accumulated amortization Net Manati Land Improvements Accumulated amortization Net Net a)

2a4

2 a 10

Company

2008 Consolidated

Company

2007 Consolidated

313,092 1,022,013 (138,415) 883,598 88,122 (31,678) 56,444

379,277 1,087,553 (147,373) 940,180 95,629 (34,295) 61,334

175,137 633,683 (115,256) 518,427 74,956 (26,153) 48,803

202,037 680,881 (121,816) 559,065 80,012 (27,996) 52,016

8,135 (2,100) 6,035 3,271 (1,050) 2,221 88,136 1,349,526

12,041 (3,763) 8,278 4,078 (1,304) 2,774 129,769 1,521,612

2,670 (945) 1,725 4,358 (1,358) 3,000 55,081 802,173

4,387 (1,672) 2,715 6,351 (2,784) 3,567 59,605 879,005

-

10,106 27,324 (1,129) 36,301

-

10,106 27,324 (355) 37,075

-

1 3 4

-

1 3 4

-

2,915 7,881 (317) 10,479

-

2,915 7,881 (94) 10,702

-

398 1,262 (42) 1,618

-

398 1,262 (6) 1,654

-

837 2,381 (28) 3,190

-

-

1,349,526

51,592 1,573,204

802,173

49,435 928,440

10

10 a 20

-

(a)

As described in Note 10 (b), (c) and (d), goodwill deriving from the difference between market and book values of the assets of acquired investments, has been amortized as the related assets are realized by the subsidiaries, either by depreciation or write-off as a result of asset disposal. For consolidation purposes, and in accordance with article 26 of CVM Instruction No. 247/96, goodwill resulting from the difference between market and book values of assets has been classified in the account used by the parent company to record the related asset, under property, plant and equipment.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais) 11. Property and Equipment (Continued) The Company reviewed the economic useful life of shopping malls and eventually of depreciation rates as of August 31, 2008 based on the assessment report on remaining useful life prepared by a specialized company for all shopping malls. Based on such review, depreciation expenses decreased by R$ 2,832 for 2008, in relation to year 2007. 12. Intangible Assets Intangible assets comprise car parking use rights goodwill recorded by the Company upon the acquisition of new investments during 2007 and 2008, with part of these investments being later merged. 2008 Annual amortization rates (%)

Company

Consolidated

2007 Company and consolidated

Goodwill at merged company (a) Bozano Accumulated amortization

20

307,067 (188,457)

307,067 (188,457)

307,067 (127,046)

Realejo Accumulated amortization

20

86,611 (34,645)

86,611 (34,645)

86,611 (17,322)

Multishopping Accumulated amortization

20

169,849 (85,754) 254,671

169,849 (85,754) 254,671

169,857 (51,789) 367,378

46,434 (13,232)

46,434 (13,232)

46,088 (4,244)

Goodwill upon acquisition of ownership interest (b) Brazilian Realty LLC Accumulated amortization

20

Indústrias Luna S.A. Accumulated amortization

20

JPL Empreendimentos Ltda. Accumulated amortization

20

Solução Imobiliária Ltda. Accumulated amortization

14

Copyright Sistems Software License (c) Others

4 -

4 -

4 -

15,912 (3,329)

15,912 (3,329)

15,912 (792)

3,524 (554) 48,759

3,524 (554) 48,759

3,524 (77) 60,415

5.095 224 5,319 308,749

5,095 1,365 6,460 309,890

427,793

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais) 12. Intangible Assets (Continued) a)

The goodwill recorded upon the merger of subsidiaries results from the following operations: (i) On February 24, 2006, the Company acquired all the shares of Bozano Simonsen Centros Comerciais S.A and Realejo Participações S.A. These investments were acquired for R$ 447,756 and R$ 114,086, respectively, and goodwill was recorded in the amount of R$ 307,067 and R$ 86,611, respectively in relation to the book value of the referred companies as of that date; (ii) On June 22, 2006, the Company acquired all the shares of Multishopping Empreendimento Imobiliário S.A. held by GSEMREF Emerging Market Real Estate Fund L.P, for R$ 247,514 as well as the shares held by shareholders Joaquim Olímpio Sodré and Manoel Joaquim Rodrigues Mendes for R$ 16,587, and goodwill was recorded in the amount of R$ 158,931 and R$ 10,478, respectively, in relation to the book value of Multishopping as of that date. In addition, on July 8, 2006 the Company acquired the shares of Multishopping Empreendimento Imobiliário S.A. held by shareholders Ana Paula Peres and Daniela Peres, for R$ 900, resulting in goodwill of R$ 448. The referred to goodwill was based on expected future profitability of these investments.

b)

As mentioned in Note 10 (b) and (c), as a result of new investments acquired in 2007, the Company recorded goodwill based on future profitability in the total amount of R$ 65,874, which has been amortized considering the term, extent and rate of results estimated in the report prepared by independent experts, not exceeding ten years.

c)

Aimed to strengthen its internal control system while sustaining a well structured growth strategy, the Company started implementing SAP R/3 System. To enable implementation, the Company executed a service agreement in the amount of R$ 3,300 with IBM Brasil – Indústria, Máquinas e Serviços Ltda. on June 30, 2008. Additionally, the Company entered into two software licensing and maintenance agreements with SAP Brasil Ltda., both dated June 24, 2008, whereby SAP granted the Company a non-exclusive software license for an indefinite period of time. The license purchase amount was set at R$ 1,795.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

13. Deferred Charges Annual rates of amortization (%)

December 31, 2008 Company Consolidated

20

Parkshopping Barigui Accumulated amortization Net Expansion – Morumbishopping Accumulated amortization Net Other pre-operating expenses with shopping malls Accumulated amortization Net Other pre-operating expenses Accumulated amortization Net Barrashopping Sul (a) Vila Olímpia Real estate projects

20

10

-

December 31, 2007 Company Consolidated

3,965 (3,962) 3 186 (59) 127

3,965 (3,962) 3 186 (59) 127

3,953 (3,238) 715 186 (64) 122

3,953 (3,238) 715 186 (64) 122

7,309 (8) 7,301 338 (298) 40 16,695 2,921 27,087

11,385 (3,650) 7,735 1,064 (479) 585 16,695 4,691 2,921 32,757

3,118 3,118 1,509 (298) 1,211 5,252 10,418

7,194 (2,828) 4,366 1,749 (483) 1,266 5,252 2,427 14,148

(a) In 2005, initial works for the construction of BarraShopping Sul started which was opened in November 2008.

14. Loans and Financing

Index

Average annual interest rate

Company

2008 Consolidated

Company

2007 Consolidated

Current BNDES (a) Bradesco (d) Real (b) Banco IBM (e) Companhia Real de Distribuição (f)

TJLP e UMBNDES 5.2% CDI 135% CDI TR + 10% CDI + 0.79% 100% CDI + per year 0.79% per year -

14,040 82,361 8,518

15,394 82,361 8,518

13,817 -

16,307 -

1,061 26 106,006

1,061 26 107,360

26 13,843

26 16,333

5,754 110,721 7,558

5,754 110,721 7,558

19,144 -

21,098 -

4,034 845 128,912

4,034 845 128,912

871 20,015

871 21,969

Noncurrent BNDES Real (b) Itaú (c) Banco IBM (e) Companhia Real de Distribuição (f)

TJLP e UMBNDES CDI + 0.79% per year -

5.2% TR + 10% TR + 10% 100% CDI + 0.79%per year

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais) 14. Loans and Financing (Continued) Noncurrent loans and financing mature as follows: Company 23,743 20,808 84,361 128,912

2009 2010 2011 2012 onwards

2008 Consolidated

Company

23,743 20,808 84,361 128,912

13,536 4,275 1,413 791 20,015

2007 Consolidated 15,490 4,275 1,413 791 21,969

(a) Loans and financing with BNDES, obtained for the construction of shopping malls MorumbiShopping, on may 2005 ParkShopping Barigui on December 2002 and Shopping Pátio Savassi on may 2003, are guaranteed by mortgage of the related properties, recorded under property and equipment for R$ 76,553 (R$ 66,504 on 2007), guarantees provided by directors or surety furnished by parent company Multiplan Planejamento. Participações e Administração S.A. The average yearly interest rate on loans and financing is 5.2%. (b) On September 30, 2008, the Company entered into a financing agreement with Banco ABN AMRO Real S.A. to build a shopping mall located in Porto Alegre area in the amount of R$ 122,000, of which R$ 119,000 have been released to date. This financing bears 10% interest p.a. plus the variation in the Referential Rate (TR), and it is amortizable in 84 monthly consecutive installments, the first of which maturing July 10, 2009. This effective interest rate contractually provided for should be renegotiated from the 13th month as from the first release or last adjustment and annually, as the case may be, if either of the following conditions materializes: (a) pricing (interest rate + TR) lower than 0.95% of the average CDI for the last 12 months; or (b) pricing (interest rate + TR) higher than 105% of the average CDI for the last 12 months. (c) On May 28, 2008, the Company and the other Shopping Anália Franco venturers entered into a credit facility agreement with Banco Itaú S.A. to renovate and expand the respective real property in the total amount of R$ 45.000. The amount released to date corresponds to R$ 25,193, of which 30% are under the Company’s responsibility. This facility bears 10% interest p.a. plus TR and is amortizable in 71 monthly consecutive installments, the first of which maturing January 15, 2010. As collateral for this debt, the Company assigned Shopping Center Jardim Anália Franco in trust to Banco Itaú. Additionally, the Company assigned in trust to Banco Itaú receivables deriving from Shopping Jardim Anália Franco lease agreement, corresponding to 120% of the monthly installments falling due from the agreement date. (d) In October and December 2008, the Company executed three unsecured credit certificates with Banco Bradesco in the total amount of R$ 80,000 to strengthen its cash management, as follows: Inicial Date

Final Date

Amount

Interest Rate

10/9/2008

4/7/2009

30,000

135.5% CDI

10/15/2008

10/9/2009

40,000

135% CDI

12/5/2008 11/30/2009 10,000 132.9% CDI Principal and interest amounts relating to these agreements will be fully amortized on their maturity dates. (e) As mentioned in Note 12.c, the Company executed a service agreement with IBM Brasil – Indústria. Máquinas e Serviços Ltda., on June 30, 2008, and entered into two software licensing and maintenance agreements with SAP Brasil Ltda., both dated June 24, 2008. Pursuant to the 1st Addendum to the respective agreements, executed in July 2008, the amount of services related therewith was the subject of lease financing by the Company to Banco IBM S.A. whereby the Company assigned to Banco IBM S.A the obligation to pay for the services under such conditions as established in the agreements. As consideration therefore, the Company will refund Banco IBM for all amounts spent in connection with the implementation, in 48 monthly successive installments of approximately 2.1% of the total cost plus accrued DI-Over rate daily variation, the first installment falling due in March 2009. To date, total amount under lease is R$ 5,095. (f) The balance payable to Companhia Real de Distribuição relates to the intercompany loan agreement with subsidiary Multishopping for the beginning of construction of BarraShopping Sul, payable in 516 monthly tranches of R$ 2, as from the hipermarket inauguration date in November 1998, with no indexation.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

15. Property Acquisition Obligations 2008 Company and consolidated Currente Land Barra (a) PSS – Seguridade Social (b) Land Morumbi (c) Coroa Alta – Land Anhanguera (d) Valenpride Sociedade Anônima (e) Companhia Brasileira de Distribuição (f) Fundação Sistel de Seguridade Social (g) Coroa Alta Emp.Imob.Ltda (h) Land Chácara Santo Amaro (i) Others

20,956 19,133 2,550 2,008 306 269 45,222

2007 Company and consolidated 17,393 2,550 8,032 7,106 2,804 1,828 2,158 1,935 969 44,775

Noncurrent Land Barra (a) PSS – Seguridade Social (b) Coroa Alta – Land Anhanguera (d) (a)

26,195 63,854 75,502 2,008 90,049 77,510 With the public title registration dated March 11, 2008, the Company acquired a plot of land located in Barra da Tijuca - Rio de Janeiro, destined for the construction of a shopping mall and other integrated structures. The value of the acquisition was R$ 100,000, to be settled in the following manner: (a) R$ 40,000 upon the act of signing the public title for purchase and sale; (b) R$ 60,000, in 36 equal monthly installments, plus interest in the amount of 12% per annum, with the first installment being due 30 days after the signing date of the public title.

(b)

In December, 2006, the Company acquired from PSS, the total number shares issued by SC Fundo de Investimento Imobiliário, for R$ 40,000, from which R$ 16,000 were to be paid up front. in 60 monthly and consecutive installments of R$ 494, already including annual interest of 9% by French amortization method, plus monthly monetary restatement according to the variation of National Consumer Price Index (IPCA), the first of which was falling due on January 20, 2007 and the remaining, on the same day of subsequent months. Additionally, the Company acquired from PSS 10,1% of ownership interest in MorumbiShopping for R$ 120,000. The amount of R$ 48,000 was paid on the deed date and the remaining balance will be settled in seventy-two consecutive monthly installments, plus annual interest of 7% based on the French amortization method and adjustments for the IPCA variation.

(c)

In December 2006, the Company entered into an irrevocable private agreement with several individuals and legal entities for sale and purchase of two plots of land in São Paulo for R$ 19,800, of which R$ 4,000 were paid upon execution of the agreement and R$ 13,250 on February 20, 2007. The amount of R$ 2,550 will be paid through assignment of the units under construction of “Centro Empresarial MorumbiShopping”. The Company also acquired four plots of land adjacent to the venture for R$ 2,694, already fully paid.

(d)

On April, 2007, the Company executed four purchase and sale deeds concerning tracts of land located in the city of Ribeirão Preto/SP for the total amount of R$ 15,998, payable as follows: in relation to three deeds, the Company paid the total amount of R$ 425 in the act, and the remaining balance will be amortized in 23 no-interest-bearing, monthly of R$ 471, as to the fourth deed, the Company paid R$ 123 in the act, R$ 255 within 30 days from the agreement execution date, and the remaining balance amortized in 22 no-interest-bearing, monthly the amount of R$ 198.

(e)

In January 2007, the Company acquired the land located in Chácara Santo Antônio/SP for R$ 11,750, with the amount of R$ 2,200 being paid virtually on demand. R$ 4,356 upon title transfer, and the remaining amount of R$ 5,194 being payable in 17 installments of R$ 306 beginning April 2007.

(f)

Acquisition of a store located at ParkShopping Brasília mall for R$ 9,100 in April 2003, of which R$ 686 paid upon the agreement execution and the remainder payable in 60 monthly installments due as from December 2003, plus 12% interest p.a.

(g)

In March 2004, merged subsidiaries Multishopping, Bozano and Realejo acquired from Sistel 7.5% of its interest in BHShopping (BHS) for R$ 32,877, of which R$ 12,524 paid cash and the remaining balance payable in 48 monthly, equal and consecutive installments of R$ 424 each from April 2004 on, as annually adjusted by reference to the variation in the National Consumer Price Index plus 8% interest p.a. This balance was fully settled on March 17, 2008.

(h)

In January 2007, the Company acquired 50% of land where Barrashopping Sul is currently being built in Porto Alegre, for the amount of R$ 16,183, of which R$ 2,158 paid cash upon the title deed signature and R$ 14,025 in 13 monthly, equal and consecutive installments of R$ 1,079 each, the first one maturing on February 20, 2007; the balance was fully settled on February 19, 2008.

(i)

15. Property Acquisition Obligations (Continued)

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais) (j)

In April 2007, the Company acquired from several individuals 93.75% of the land located in Chácara Santo Antônio district, city of São Paulo, for R$ 5,980, of which R$ 110 paid cash. A balance of R$ 1,000 was paid 90 days thereafter; R$ 1,000 in 120 days, bearing 0.5% interest per month, and the remainder, in the amount of R$ 3,870, in 6 monthly installments of R$ 645, bearing 0.5% interest per month.

Noncurrent property acquisition obligations mature as follows: 2008 Company and consolidated

2007 Company and consolidated

40,089 24,372 13,350 12,238 90,049

2009 2010 2011 2012 2013

19,400 17,392 17,392 12,170 11,156 77,510

16. Acquisition of Shares

The balance payable to GSEMREF Emerging Market Real Estate Fund L.P. refers to the acquisition, in June 2006, of all shares of Multishopping that it owned. The purchase amount was R$ 247,514, from which R$ 160,000 were paid up front, and the remaining amount was divided into two installments, the first of which totaled R$ 42,454, payable one year after the agreement date; and the second, totaling R$ 45,060, payable in two years, both being subject to restatement by General Market Price Index (IGP-M). GSEMREF assigned the rights to Banco Itaú BBA S.A. and the balance was settled on July 4, 2008. 17. Taxes Paid in Installments Consolidated 2008 Current Tax assessments (a) Noncurrent Tax assessments (a) (a)

2007

267 267

263 263

1,574 1,574

1,755 1,755

Refers to tax delinquency notices received in July 2003 resulting from underpayment of income and social contribution taxes in 1999. The subsidiaries Multishopping and Renasce opted to participate in the installment payment plan of Law No. 10684/2003. and the amount of the obligation was divided into 180 monthly installments beginning in July 2003. In addition, subsidiary Renasce opted to participate in the installment payment plan of the debt referring to the tax claim of the National Institute of Social Security – INSS, due to lack of payment of INSS on third party labor, which was secured by the bank guarantee contract with Banco ABC Brasil S.A. up to 2004. The installment payment is restated by the Long-term Interest Rate – TJLP.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

18. Contingencies Company PIS and COFINS (a) Deposit in court INSS Deposit in court Civil contingencies (c) Deposit in court Labor contingencies Deposit in court Provision for PIS and COFINS (b) Provision for IOF (b) Tax contingencies

12,920 (12,920) 5,129 (3,554) 354 (30) 1,064 175 17 3,155

2008 Consolidated 13,793 (13,793) 63 (63) 5,167 (3,554) 516 (41) 1,064 1,402 17 4,571

Company 12,920 (12,974) 364 157 1,064 174 1,705

2007 Consolidated 13.803 (13,847) 63 364 225 1,064 1,691 3,363

Provisions for contingencies were established to cover probable losses in administrative and legal proceedings related to tax and labor issues, with expectation of probable losses, in an amount considered sufficient by Company Management, based on the legal advice and assessment, as follows: (a)

In 1999, the Company started to question in court PIS and COFINS levy on the terms of Law 9718 of 1998. The payments related to COFINS have been calculated according to ruling legislation and deposited in court.

(b)

The provisions for PIS, COFINS and IOF result from financial transactions with related parties until December 2006. As from 2007, the Company has been paying IOF normally.

(c)

In March 2008, based on the opinion of its legal advisors, the Company established a provision for contingencies, amounting to R$ 3,228, and made a judicial deposit in the same amount. Such provision consists of claims for damages filed by relatives of victims of a homicide on the premises of Cinema V at Morumbi Shopping. The remaining balance of the provisions for civil claims consists of various minor value claims filed against the shopping malls in which the Company holds equity interest.

In addition to the above proceedings the Company is defendant in several other civil proceedings assessed by the legal advisors as involving possible losses estimated at R$ 23,095 ( R$ 18,002 on 2007). Taxes and social contributions determined and paid by the Company and your subsidiaries are subject to review by the tax authorities for different statute barring periods.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

19. Transactions and Balances with Related Parties

Company RENASCE – Rede Nacional de Shopping Centers Ltda. JPL Empreendimentos Ltda. CAA – Corretagem Imobiliária Ltda. MPH Empreend. Imob. Ltda. Multiplan Admin. Shopping Center WP Empreendimentos Participações Ltda. Manati Empreendimentos e Participações S.A. Brazilian Realty Solução Imobiliária Ltda. Haleiwa Total at December 31, 2008

Consolidated Helfer Comércio e Participações Ltda. Plaza Shopping Trust SPCO Ltda. WP Empreendimentos Participações Ltda. Others Total at December 31, 2008

Amounts receivable noncurrent 1 25 196 8 1,687 73 49 2,039

Sundry loans and advances current noncurrent 25 7 14 4 48 73 5 176

22,711 806 166 23,683

Amounts payable – current

Financial income

188 188

34 330 364

Amounts receivable noncurrent

Amounts payable current

1,687 1,687

8,581 15,034 165 23,780

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

19. Transactions and Balances with Related Parties (Continued) Company Multiplan Planejamento Participações e Administração Ltda. RENASCE – Rede Nacional de Shopping Centers Ltda. JPL Empreendimentos Ltda Cilpar – Cil Participações Ltda. CAA – Corretagem Imobiliária Ltda Indústrias Luna S.A. MPH Empreend. Imob. Ltda Divertplan Comércio e Indústria Ltda. Multiplan Admin. Shopping Center WP Empreendimentos Participações Ltda. Individual Others Total at December 31, 2007

Consolidated Multiplan Planejamento Participações e Administração Ltda. Divertplan Comércio e Indústria Ltda. G.W. do Brasil S.A. WP Empreendimentos Participações Ltda. G.D. Empreendimentos Imobiliários S.A. JPL Empreendimentos Ltda Individual Total at December 31, 2007

Amounts receivable current noncurrent

12 1 12 25

478 156 1,675 4,079 1,201 7,589

Sundry loans and advances current

1 7 4 1 6 19

Amounts payable – current

1,488 1,488

Sundry loans Amounts receivable and advances currente noncurrente current 12 12 24

1,201 1,201

4 1 5

Dividends payable

183 183 Amounts payable current 1,488 1,488

Administrative and expenses

Financial income

2,345 178 2,523

Dividends payable 183 183

9 15 21 51 3 99

Financial expenses 4 4

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

19. Transactions and Balances with Related Parties (Continued) The balance receivable from WP Empreendimentos Participações Ltda, refers to advances granted to pay the portion attributed to it of maintenance costs of land owned by the Company together with the referred to related party, monetarily restated by reference to IGP-DI variation plus 12% p.y. Due to the delay in project Campo Grande, the term for receiving these advances was extended and the balance reclassified to noncurrent portion. During the year ended December 31, 2008 the company made several advances to its subsidiary MPH Empreendimentos Imobiliários, in a total amount of R$ 22,711 (R$ 4,079 on 2007), for the purpose of financing the costs of the construction of the Vila Olímpia project, in which MPH held a 71.5% share. These amounts are not being updated, and the Company expects that the related balance will be capitalized in the future. The amount payable to JPL Empreendimentos refers to the acquisition of an 18.61% interest in Shopping Pátio Savassi. During the year ended December 31, 2008 the Company made advances to Manati Empreendimentos e Participações S.A. of R$ 806, which has ownership interest of 75% in Santa Úrsula Mall, in order to pay debts of the condominium. The Company expects to use this balance for capitalization purposes. The balances payable to Helfer Comércio e Participações Ltda. and Plaza Shopping Trust SPCO Ltda. (consolidated) refer to advances made by these companies to subsidiary MPH Empreendimentos Imobiliários for future capitalization purposes, in order to finance Vila Olímpia venture works, in which MPH holds interest of 71.5%. On September 14, 2007, the Company entered into Loan Agreements with subsidiaries Indústrias Luna S.A and Cilpar – Cil Participações Ltda. in the total amounts of R$ 1,624 and R$ 464, respectively, which were adjusted by reference to CDI plus 0.45% p.a., and amortized on May 21, 2008.

20. Deferred Income

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

2008 Company Revenue related to assignment of rights Unallocated costs of sales Other revenues Current Noncurrent

86,362 (195) 1,746 87,913 20,604 67,309

2007 Consolidated 125,679 (1,127) 1,746 126,298 21,264 105,034

Company 79,193 (1,195) 1,799 79,797 19,932 59,865

Consolidated 96,125 (1,543) 1,799 96,381 20,472 75,909

21. Shareholders’ Equity a) Capital The Company was incorporated on December 30, 2005 as a limited liability company, and its capital is represented by 56,314,157 quotas of interest worth R$ 1.00 each. Under the 2nd Amendment to the Articles of Association dated February 15, 2006, Company members unanimously decided to increase Company capital in R$ 3,991, comprising (i) 153,877 units of interest of CAA – Corretagem Imobiliária Ltda., corresponding to 99.61% of the capital of that company; and (ii) rights related to 98% equity interest in a Silent Partnership which is in charge of developing the residential real estate project denominated “Royal Green Península”. The quotaholders’ meeting held on March 15, 2006 approved the transformation of the Company into a corporation, and the 60,306,216 quotas were converted to common shares with no par value. In the same meeting was also approved a capital increase in R$ 99,990, with issue of 12,633,087 new common shares with no par value. At the Special General Meeting held on June 22, 2006, the shareholders approved the Company’s capital increase to R$ 264,419, through issue and subscription of 47,327,029 new shares, of which 19,328,517 common and 27,998,512 preferred shares. The subscription price was set at R$ 17,96 totaling R$ 850,001, out of which R$ 104,124 earmarked for capital and R$ 745,877 in the form of premium for share issuance. Preferred shares are entitled to vote, except for election of the Company management members, and are assigned priority rights to capital reimbursement, at no premium.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais) 21. Shareholders’ Equity (Continued) a) Capital (Continued) On the same date, the acquisition by Bertolino, (actual 1700480 Ontário Inc.) of 8,351,829 common shares of the Company owned by shareholders of CAA – Corretores Associados Ltda. and Eduardo Peres, became effective. As mentioned in Note 1, as a result of the public issuance of 27,491,409 primary shares and 41.700 secondary shares on July 31 and August 30, 2007 respectively, the Company’s capital increased by R$ 688,328. At December 31, 2008, the parent company’s capital is represented by 147,799,441 common and preferred, registered and book entry shares, with no par value. distributed as follows:

Shareholder Multiplan Planejamento. Participações e Administração S.A. 1700480 Ontário Inc. José Isaac Peres Maria Helena Kaminitz Peres Shares outstanding Board of Directors and Officers Total of shares outstanding Shares in Treasure Department in 2008

Number of shares 56,587,470 51,281,214 2,247,782 650,878 36,812,935 71,862 147,652,141 147,300 147,799,441

b) Legal Reserve Legal reserve is determined based on 5% of net profit as prescribed by prevailing legislation and the Company’s bylaws, capped at 20% of capital. c) Expansion Reserve In accordance with provisions set forth in the Company’s bylaws, the remaining portion of net profit after absorption of accumulated losses, establishment of legal reserve and distribution of dividends was earmarked for expansion reserve, which is intended to secure funds for new investments in capital expenditures, current capital. and expanded corporate activities.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais) 21. Shareholders’ Equity (Continued) d) Special Goodwill Reserve - Merger As explained in Notes 9, upon Bertolino’s merger into the Company, the goodwill recorded on Bertolino’s balance sheet deriving from the purchase of Multiplan capital participation, net of provision for net equity make-whole, was recorded on the Company’s books, after said merger, under a specific asset account – deferred income and social contribution taxes, as per contra to special goodwill reserve upon merger, pursuant to the provisions set forth in article 6°, paragraph 1° of CVM Instruction No. 319. This goodwill will be amortized by Multiplan premised on the expected future profitability that gave rise to it, over a term of 5 years. e) Treasury Shares On October 13, 2008, BM&FBOVESPA authorized the Company to repurchase shares of its own issue, under the terms of Announcement No. 051/2008-DP and CVM Instruction No. 10. The Company has then decided to invest funds available in the repurchase of shares in order to maximize shareholder’s value. Therefore, to date the Company purchased 147,300 common shares, reducing its outstanding shares percentage to 24.91% at December 31, 2008. The shares were purchased at a weighted average cost of R$ 13,08 at a minimum cost of R$ 9,80, and a maximum cost of R$ 14,15 (amounts in Reais). The share market value calculated by reference to the last price quotation before year end was R$ 12,31 (amount in Reais). As required by the aforementioned Announcement, the Company shall recompose its minimum outstanding share percentage (25%) on or before May 11, 2010.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais) 21. Shareholders’ Equity (Continued) f) Dividends As per the Company’s bylaws, the minimum mandatory dividend corresponds to 25% of net profit, as adjusted pursuant to the Brazilian legislation. The Company’s Board of Directors will submit for the Annual General Meeting approval a proposed dividend distribution of R$ 20,084 thousand, corresponding to R$ 0,14 per share. 2008 Net profit for the year Absorbed accumulated losses Allocation to legal reserve Adjusted net profit Mandatory minimum dividends Complementary dividends Total proposed dividends Destination (%)

77,890 (35,608) 42,282 (2,114) 40,168 10,042 10,042 20,084 50%

g) Stock options plan The Extraordinary Shareholders’ Meeting of July 6, 2007, approved the terms and conditions of the Company’s Stock Options Plan to become effective from this date, for Company’s administrators, employees and service providers. The Plan is administered by the Company’s board of directors. The Stock Option Plan is limited to a maximum amount of options resulting in a dilution of 7% of the Company’ capital on the date of creation of each Annual Program. The dilution consists of the percentage represented by the number of shares backing the option, and the total number of shares issued by the Company. The Stock Option Plan beneficiaries are allowed to exercise their options in a four years’ time from the date of granting. Vesting period will be of up to two years, with releases of 33.4% as from the second anniversary, 33.3% as from the third anniversary, and 33.3% as from the fourth anniversary.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais) 21. Shareholders’ Equity (Continued) g) Stock options plan (Continued) Shares price shall be based on average quotation on the São Paulo Stock Exchange (Bovespa) of the Company’s shares of the same class and type for the 20 (twenty) days immediately before option granting date, weighted by trading volume, monetarily restated by reference to the Amplified National Consumer Price Index (IPCA) variation published by the Brazilian Institute of Geography and Statistics (IBGE), or by any other index determined by the Board of Directors, until effective option exercise date. Three stock option distributions were made in 2007 and 2008, which observe the maximum limit of 7% provided for by the plan, as summarized below: (a) Program 1 - On July 6, 2007, the Company’s Board of Directors approved the 1st Stock Options Plan for purchase of 1,497,773 shares, which may be exercised after 180 days as from the first public offering of shares made by the Company. Despite the aforementioned Plan’s general provisions, the option exercise price is of R$ 9,80 restated by reference to IPCA variation, published by IBGE, or another index chosen by the Board of Directors. (b) Program 2 - On November 21, 2007, the Company’s Board of Directors approved the 2nd Stock Options Plan for purchase of 114,000 shares. Out of this total, 16,000 shares were granted to an employee who left the Company before the minimum term to exercise the option. (c) Program 3 - On June 4, 2008, the Company’s Board of Directors approved the 3rd Stock Options Plan for purchase of 1,003,400 shares. Out of this total, 27,900 shares were granted to an employee who left the Company before the minimum term to exercise the option. The distributions in (b) and (c) follow the parameters defined by the Stock Options Plan described above. To date, none of the options granted has been exercised, which involve a total of 2,571,273 shares or 1.74% of total shares at December 31, 2008.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais) 21. Shareholders’ Equity (Continued) g) Stock options plan (Continued) The vesting period to exercise the options is as follows: Vesting period as from granting

% of options released for exercise

Maximum number of shares

Program 1 180 days after the Initial Public Offering – 01/26/08

100%

1,497,773

Program 2 As from the second anniversary – 11/21/09 As from the third anniversary – 11/21/10 As from the fourth anniversary – 11/21/11

33.4% 33.3% 33.3%

32,732 32,634 32,634

Program 3 As from the second anniversary – 06/04/10 As from the third anniversary – 06/04/11 As from the fourth anniversary – 06/04/12

33.4% 33.3% 33.3%

325,817 324,842 324,842

The average weighted fair value of call options at December 31, 2008, described below. was estimated using the Black-Scholes options pricing model, assuming an estimated volatility of 48.88%, weighted average risk free rate of 12.5% and 3-year maturity to the first program and 5 years to the second and third programs. Weighted average fair value of options Program 1 Program 2 Program 3

16,40 7,95 7,57

Share-based payments outstanding at December 31, 2008 were measured and recognized by the Company in accordance with CPC 10, and related effects were recorded retroactively at the beginning of the year in which such payments were granted through the transition date. Related effects on shareholders’ equity and P&L based on the options’ fair value on the granting date are as follows: First-time Adoption of Law No. 11638/07 2008 2009 2010 2011 2012

Income 24,579 1,272 2,041 2,041 2,025 769

Shareholders equity 24,579 25,851 27,892 29,933 31,958 32,727

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

22. Financial Income (Expenses), Net Company Income from short-term investments Interest on loans and financing Interest on loans property Bank fees and other charges Foreign exchange fluctuations Monetary variations (Assets) Monetary variations (liabilities) Fines and interest on tax violations Fine and interest on rental Revenue of Shares Interest on loans Interest on property acquisition obligations Bank fees Discounts obtained Total

2008 Consolidated

Company

2007 Consolidated

25,425 (2,799) 259 (3,841) 1,702 (15,599) (214) 1,795 3,303 1,738

25,650 (2,799) 259 (4,091) (442) 1,729 (16,049) (336) 1,861 3,303 1,782

18,044 (12,996) (3,963) (2,016) (2,456) 1,180 941

18,066 (13,101) (4,200) 815 (2,451) 1,183 908

(7,356) (106) 154 4,461

(7,371) (106) 154 3,544

(23,700) (24,966)

(23,700) (22,480)

23. Financial Instruments and Risk Management In accordance with the provisions set forth by CVM Rule No. 566 of December 17, 2008, which approved Accounting Pronouncement CPC 14, the Company measured its financial instruments. The amounts recorded in the asset and liability accounts as financial instruments are restated as contractually provided for at December 31, 2008 and correspond, approximately to their market value. These amounts are substantially represented by cash and cash equivalents trade accounts receivable, sundry loans and advances, loans and financing, and property acquisition liabilities. The amounts recorded are equivalent to market values. The Company’s major financial instruments are as follows:

i) Cash and cash equivalents – stated at market value, which is equivalent to their book value;

ii) Trade accounts receivable and sundry loans and advances – classified as financial assets held to maturity and accounted for at their contractual amounts, which are equivalent to market value.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

23. Financial Instruments and Risk Management -- Continuation

iii) Property acquisition liabilities and loans and financing – classified as financial liabilities held to maturity and accounted for at their contractual amounts. The market values of these liabilities are equivalent to their book values.

Risk factors The main risk factors to which the subsidiary companies are exposed are the following: (i) Interest rate risk Interest rate risk refers to: - Possibility of variation in the fair value of their financings at fixed rates, if such rates do not reflect current market conditions. While constantly monitoring these indexes, to the present date the Company does not have any need to take out hedges against interest rate risks. - Possibility of unfavorable change in interest rates, which would result in increase in financial expenses as a consequence of the debt portion under variable interest rates. At December 31, 2008 the Company and its subsidiaries invested their financial resources mainly in Interbank Deposit Certificates (CDI), which significantly reduces this risk. - Inability to obtain financing in the event that the real estate market presents unfavorable conditions, not allowing absorption of such costs. (ii) Credit risk related to service rendering This risk is related to the possibility of the Company and its subsidiaries posting losses resulting from difficulties in collecting amounts referring to rents, property sales, key money, administration fees and brokerage commissions. This type of risk is substantially reduced owing to the possibility of repossession of rented stores as well as sold properties, which historically have been renegotiated with third parties on a profitable basis.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

23. Financial Instruments and Risk Management -- Continuation (iii) Credit risk The risk is related to the possibility of the Company and its subsidiaries posting losses resulting from difficulties in realizing short-term financial investments. The risk inherent to such financial instruments is minimized by keeping such investments with highly-rated banks. In accordance with CVM Rule No. 550 of October 17, 2008, which provides for disclosure of information about derivative financial instruments in notes to financial statements, the Company informs that it does not have any policy on the use of derivative financial instruments. Accordingly, no risks arising from possible exposure associated with these instruments were identified. Sensitivity analysis In order to check the financial asset and liability indexes to which the Company is exposed at December 31, 2008 for sensitivity, 5 different scenarios were defined and an analysis of sensitivity to fluctuations in these instruments’ indexes was prepared. Based on FOCUS report dated December 26, 2008, CDI, IGP-DI, and IPCA indexes were projected for year 2009 – set as the probable scenario - from which decreasing and increasing variations of 25% and 50%. Respectively, were calculated. Financial assets and Liabilities indexes:

50% decrease

Index CDI IGP-DI IPCA UMBNDES TJLP

5.72% 2.69% 2.43% -1.83% 4.69%

25% decrease 8.58% 4.04% 3.65% -1.22% 3.13%

Probable scenario 11.44% 5.38% 4.86% -2.44% 6.25%

25% increase 14.30% 6.73% 6.08% -3.05% 7.81%

50% increase 17.16% 8.07% 7.29% -3.66% 9.38%

Financial assets: Gross financial income was calculated for each scenario as at December 31, 2008, based on one-year projection and not taking into consideration any tax levies on earnings. The Interbank Deposit Certificate (CDI) index was checked for sensitivity at each scenario. 23. Financial Instruments and Risk Management -- Continuation

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

Financial Income Projection – 2009: Company:

Remuneration rate

December 31, 2008

50% Decrease

25% Decrease

Probable scenario

25% Increase

50% Increase

N/A

N/A

N/A

N/A

N/A

Cash and Cash Equivalents Cash and Banks Short -Term Investments

N/A

22,714

100% CDI

123,900

7,087

10,631

14,174

17,718

21,261

146,614

7,087

10,631

14,174

17,718

21,261

Accounts Receivable Trade Accounts Receivable – Leases

IGP-DI

46,527

1,252

1,877

2,503

3,129

3,755

Trade Accounts Receivable – Key Money Trade Accounts Receivable –sales of properties

IGP-DI

36,044

970

1,454

1,939

2,424

2,909

IGP-DI

1,037

N/A

9,902

Others Trade Accounts Receivable

28 N/A

42 N/A

56 N/A

70 N/A

84 N/A

93,510

2,250

3,373

4,498

5,623

6,748

Sundry Loans and Advances Barra Shopping Sul Association

135% CDI

4,547

351

527

702

878

1,053

Parkshopping Condominium

110% CDI

3,732

235

352

470

587

704

Ribeirão Shopping Condominium

110% CDI

711

45

67

89

112

134

Barra Shopping Condominium

135% CDI

1,902

147

220

294

367

441

510

31

46

61

77

92

1,198

192

176

208

224

240

New York City Center Condominium Parkshopping Barigui Condominium Barra Shopping Sul Condominium Others Sundry Loans and Advances

TOTAL

105% CDI IGP-DI + 12% per year 135% CDI

1,042

N/A

29,773

80 N/A

161 N/A

201 N/A

241 N/A

43,415

1,081

1,509

1,985

2,446

2,905

283,539

10,418

15,513

20,657

25,787

30,914

23. Financial Instruments and Risk Management -- Continuation Consolidated:

121 N/A

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

Remuneration rate

December 31, 2008

50% Decrease

25% Decrease

Probable scenario

25% Increase

50% Increase

Cash and Cash Equivalents Cash and Banks Short –Term Investments

N/A

26,831

N/A

N/A

N/A

N/A

N/A

100% CDI

140,754

8,051

12,077

16,102

20,128

24,153

167,585

8,051

12,077

16,102

20,128

24,153

Accounts Receivable Trade Accounts Receivable – Leases

IGP-DI

49,081

1,317

1,975

2,634

3,292

3,951

Trade Accounts Receivable – Key Money Trade Accounts Receivable –sales of properties

IGP-DI

58,988

1,575

2,363

3,151

3,938

4,726

IGP-DI

1,037

28

42

56

70

84

N/A

8,185

N/A

N/A

N/A

N/A

N/A

117,291

2,920

4,380

5,841

7,300

8,761

Others Trade Accounts Receivable

Sundry Loans and Advances Barra Shopping Sul Association

135% CDI

4,547

351

527

702

878

1,053

Parkshopping Condominium

110% CDI

3,732

235

352

470

587

704

Ribeirão Shopping Condominium

110% CDI

711

45

67

89

112

134

Barra Shopping Condominium

135% CDI

1,902

147

220

294

367

441

New York City Center Condominium

510

31

46

61

77

92

Parkshopping Barigui Condominium

105% CDI IGP-DI +12%per year

1,198

192

176

208

224

240

Barra Shopping Sul Condominium Others Sundry Loans and Advances

135% CDI N/A

1,042 15,182

80 N/A

121 N/A

161 N/A

201 N/A

241 N/A

28,824

1,081

1,509

1,985

2,446

2,905

313,700

12,052

17,966

23,928

29,874

35,819

TOTAL

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

23. Financial Instruments and Risk Management -- Continuation Financial liabilities: Gross financial expense was calculated for each scenario as at December 31, 2008, based on the indexes’ one-year projection and not taking into consideration any tax levies and the maturities flow of each contract scheduled for 2009. The indexes were checked for sensitivity at each scenario. Projected Financial Expenses – 2009: Company: Remuneration rate

December 31, 2008

50% Decrease

25% Decrease

Probable scenario

25% Increase

50% Increase

Loans and financing Bradesco BNDES - Parkshopping Barigui BNDES – Morumbi Shopping Real Itaú Banco IBM Cia Real de Distribuição

135%CDI TJLP and UMBNDES

82,361

6,360

9,540

12,720

15,900

19,080

11,439

(97)

(65)

(130)

(162)

(195)

TJLP

8,355

392

261

522

653

783

N/A

119,239

N/A

N/A

N/A

N/A

N/A

N/A

7,558

N/A

N/A

N/A

N/A

N/A

CDI + 0.79% p.y

5,095

332

477

623

769

915

871

N/A

N/A

N/A

N/A

N/A

234,918

6,987

10,213

13,735

17,160

20,583

N/A

Property acquisition obligation Land Morumbi PSS – Seguridade Social

N/A

2,550

N/A

N/A

N/A

N/A

N/A

IPCA + 9%

82,987

9,485

10,494

11,502

12,510

13,519

Valenpride Sociedade Anônima

N/A

306

N/A

N/A

N/A

N/A

N/A

Coroa Alta – Land Anhanguera

N/A

2,008

N/A

N/A

N/A

N/A

N/A

Land Barra

N/A

47,151

N/A

N/A

N/A

N/A

N/A

Others

N/A

269

N/A

N/A

N/A

N/A

N/A

135,271

9,485

10,494

11,502

12,510

13,519

370,189

16,472

20,707

25,237

29,670

34,102

TOTAL

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

23. Financial Instruments and Risk Management -- Continuation Consolidated: Remuneration rate

December 31, 2008

50% Decrease

25% Decrease

Probable scenario

25% Increase

50% Increase

Loans and financing Bradesco

135%CDI TJLP and UMBNDES

82,361

6,360

9,540

12,720

15,900

19,080

11,439

(97)

(65)

(130)

(162)

(195)

BNDES – Morumbi Shopping

TJLP

8,356

392

261

522

653

783

BNDES – Pátio Savassi

TJLP

1,353

63

42

85

106

127

BNDES - Parkshopping Barigui

Real

N/A

119,239

N/A

N/A

N/A

N/A

N/A

Itaú

N/A

7,558

N/A

N/A

N/A

N/A

N/A

CDI + 0.79% p.y.

5,095

332

477

623

769

915

871

N/A

N/A

N/A

N/A

N/A

236,272

7,050

10,255

13,820

17,266

20,710

N/A

2,550

N/A

N/A

N/A

N/A

N/A

IPCA + 9%

82,987

9,485

10,494

11,502

12,510

13,519

Banco IBM Cia Real de Distribuição

N/A

Property acquisition obligation Land Morumbi PSS – Seguridade Social Valenpride Sociedade Anônima

N/A

306

N/A

N/A

N/A

N/A

N/A

Coroa Alta – Land Anhanguera

N/A

2,008

N/A

N/A

N/A

N/A

N/A

Land Barra

N/A

47,151

N/A

N/A

N/A

N/A

N/A

Others

N/A

269

N/A

N/A

N/A

N/A

N/A

135,271

9,485

10,494

11,502

12,510

13,519

371,543

16,535

20,749

25,322

29,776

34,229

TOTAL

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

24. Administrative Funds The Company is in charge of management of funds of investors for the following shopping malls: BarraShopping, MorumbiShopping, BHShopping, DiamondMall, ParkShopping, RibeirãoShopping, New York City Center, Shopping Anália Franco, BarraShopping Sul, ParkShopping Barigui, Shopping Pátio Savassi and Shopping Santa Úrsula. The company manages funds comprising advances from said investors and rents received from shopkeepers at the shopping malls, which are deposited in bank accounts of the Company in the name of the investment, to finance the expansion and the operating expenses of the shopping malls. At December 31, 2008, the balance of administrative funds amounted to R$ 7,749 (R$10,598 in 2007), which is not presented in the consolidated financial statements because it does not representing rights or obligations of the subsidiary. 25. Management Fees The Company is managed by a Board of Directors and an Executive Board. In the year ended 2008, these administrators’ compensation, recorded under management fees expenses totaled R$ 8,281 (R$ 7,583 in the same prior-year period), which is deemed a short term benefit. As described in Note 21.c, the Company shareholders approved a stock option plan for the Company’s administrators and employees. At December 31, 2008 the Company provides no other benefits to its administrators.

MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2008 (In thousands of reais)

26. Insurance The CPI (undivided joint properties) rules governing the shopping malls in which the subsidiary Multishopping holds ownership interest maintain insurance policies at levels which Management considers adequate to cover any risk associated with asset liability or claims. Management maintains insurance coverage for civil liability, loss of profits and miscellaneous losses. The scope of our independent auditors does not include expressing an opinion on insurance cover sufficiency, which was determined and considered adequate by management. 27. Subsequent event In addition to the repurchase of shares described in note 21 (e), between January 01, 2009 and February 27, 2009, the Company acquired 192,700 common shares, reducing its outstanding shares percentage to 24.55%. The shares were purchased at a weighted average cost of R$ 13.98, at a minimum cost of R$ 12.50, and a maximum cost of R$ 14.71 (amounts in Reais).

MESSAGE FROM THE CEO Dear Shareholders, We are extremely pleased to bring you Multiplan‟s results for 2008. Despite the unstable economic scenario in the second half of the year, our Company performed impressively - gross revenue was R$ 452.9 million compared to R$ 368.8 million in 2007, up 23%, and net revenue was R$ 411.2 million, 22% higher than the R$ 336.4 million in 2007. In 2008, we invested substantially in our assets. A few of our shopping centers underwent largescale modifications to provide our clients with greater comfort and to adapt to changing market trends. We also restructured our company, opened a new head office in São Paulo and hired staff to ensure greater control over our projects and developments, thereby guaranteeing better operating results. The efforts to consolidate our shopping centers‟ leadership in their respective cities were responsible for maintaining the high occupancy rates in our portfolio in 2008 and the significant growth in sales of our developments, which came to R$ 5.1 billion – 18.7% up on 2007, whereas the domestic retail sector grew by 9.1% in the same period, according to the Brazilian Institute of Geography and Statistics (IBGE). Other highlights of 2008 include the acquisition of Santa Úrsula in Ribeirão Preto, further consolidating Multiplan‟s position in the city where it already owns RibeirãoShopping, and the construction of BarraShoppingSul in Porto Alegre. This 100% Multiplan-owned development was opened on November 18 as the largest shopping center in the south region of Brazil and the second largest in our portfolio in terms of total Gross Leasable Area (GLA), with 68,187 m², and 215 stores, of which 35 are new to Porto Alegre. The shopping center is an astounding success among the public, with 2 million visitors and sales of R$55 million in December, which represents 7% of the total sales in our portfolio that month. The BarraShoppingSul, follows the Company‟s line of mixed-use projects, will be connected by a ramp to the Cristal Tower complex on the same site. In just six months, 69% of the office space had been sold. The Company plans to build a hotel and two residential buildings at the site in the future. The Company invested R$ 333.7 million in the development of new shopping centers in 2008, 225% more than in 2007, mainly in BarraShoppingSul and Shopping Vila Olímpia, under construction in São Paulo and expected to be opened in 2009. We also substantially increased our investments in expansions last year, investing R$ 124.3 million, a tenfold increase over the R$ 11.4 million in 2007. This increase was in response to the demand for new stores, which led the company to invest in seven new expansions in five shopping centers in its portfolio. Of these, three were opened last year: ParkShopping (Federal District), ParkShoppingBarigüi (Paraná) and RibeirãoShopping (São Paulo) (1st phase), which raised our total GLA by 16% to 484,373 m², and Multiplan‟s share of GLA by 23%. To achieve these numbers and continue as the benchmark in the shopping center segment, the Company is making all-out efforts to ensure the most appropriate store mix for each of our developments. We invested R$47 million in renovations in 2008, 104% more than in 2007, which brought us returns in the form of awards, honors and higher revenues. The quality of our portfolio in terms of financial value is evident from the appraisal conducted by Jones Lang LaSalle, which estimated the value of our shopping centers at R$9.6 billion. Note that Multiplan‟s interest in these developments is 68%. We value maintaining frequent contact with our shareholders and hope to further strengthen this partnership in 2009. Cordially, José Isaac Peres CEO, Multiplan

COMPANY OVERVIEW Multiplan began operations 34 years ago in the real estate sector and, since the 1980s, has been in the shopping center segment. The company also constructed Brazil‟s first regional shopping centers such as BH Shopping in Belo Horizonte, RibeirãoShopping in Ribeirão Preto, BarraShopping in Rio de Janeiro and MorumbiShopping in São Paulo. Taking a longterm vision, it attracted pension funds to invest in the sector, which made its shopping centers a safe and profitable investment. As a strategic measure, the Company also operates in residential and commercial real estate development, which generates synergies with its shopping center operations by capitalizing on the appreciation of the land around the shopping centers. As of December 31, 2008, Multiplan administered 12 own shopping centers, with total Gross Leasable Area (GLA) of 484,373 m², 3,046 stores and estimated annual traffic of 146 million consumers, placing it among Brazil‟s largest shopping center operators, according to the Brazilian Shopping Centers Association (ABRASCE). Multiplan currently holds controlling interest in 10 of the 12 shopping centers in its portfolio, excluding those under development or construction. Shopping Centers In operation BH Shopping RibeirãoShopping BarraShopping MorumbiShopping ParkShopping DiamondMall New York City Center Shopping AnáliaFranco ParkShoppingBarigüi Pátio Savassi Shopping Santa Úrsula BarraShopping Sul Total of Portfolio in operation

State

Multiplan %

Total GLA

No. of Stores

MG SP RJ SP DF BH RJ SP PR BH SP RS

80.0% 76.2% 51.1% 65.8% 59.1% 90.0% 50.0% 30.0% 84.0% 83.8% 37.5% 100.0% 68.2%

36,895 m² 46,221 m² 69,501 m² 54,988 m² 43,210 m² 20,809 m² 22,068 m² 39,310 m² 42,968 m² 16,172 m² 24,043 m² 68,187 m² 484,373 m²

295 232 583 481 271 228 39 236 195 127 114 245 3046

CORPORATE STRUCTURE (Direct interest) Free Float 22.50%

Jose Isaac Peres

0.12% ON 0.10% Total

0.54% ON 0.44% Total

Multiplan Planejamento, Participações e Administração S.A. 77.50%

Treasury

30.73% ON 24.91% Total

Maria Helena Kaminitz Peres

47.23% ON 38.29%Total 1.88% ON 1.52% Total

100.00%

19.43% ON 100.00% PN 34.70% Total

99.00%

1.00% Multiplan Administradora de Shopping Centers Ltda. Embraplan Empresa Brasileira de Planejamento Ltda.

2.00% SCP Royal Green

Renasce Rede Nacional de Shopping Centers Ltda.

1700480 Ontario Inc.

99.00%

100.00%

98.00%

99.00%

Shopping Centers

%

BarraShopping BarraShoppingSul BH Shopping DiamondMall MorumbiShopping New York City Center ParkShopping ParkShoppingBarigüi Pátio Savassi RibeirãoShopping ShoppingAnáliaFranco Shopping Vila Olímpia¹ Shopping Maceió² Shopping Santa Úrsula

51.07% 100.0% 80.00% 90.00% 65.78% 50.00% 59.07% 84.00% 83.81% 76.17% 30.00% 30.00% 50.00% 37.50%

¹ Under construction ² Under approval

Ontario Teachers’ Pension Plan

CAA Corretagem e Consultoria Publicitária Ltda.

99.61%

CAA Corretagem Imobiliária Ltda.

41.96%

MPH Empreend. Imobiliários Ltda.

100.00%

100.00%

0.01% 100.00% 50.00%

50.00%

1

Solução Imobiliária Ltda.

Brazil Realty 99.99% Indústria Luna S/A JPL

Manati Empreendimentos

2

Haleiwa

3

¹ MPH Empreend. Imobiliários: Special Purpose Entity (SPE) from Shopping VilaOlímpia. ² Manati Empreendimentos: Special Purpose Entity (SPE) from Shopping Santa Úrsula ³ Haleiwa: Special Purpose Entity (SPE) from Shopping Maceió

On October 13, 2008, BM&FBOVESPA authorized the Company to repurchase shares of its own issue, under the terms of Announcement No. 051/2008-DP and CVM Instruction No. 10. The Company has then decided to invest funds available in the repurchase of shares in order to maximize shareholder‟s value. Therefore, to date the Company purchased 147,300 common shares, reducing its outstanding shares percentage to 24.91% at December 31, 2008.

GROWTH STRATEGY Multiplan, aiming to bring higher returns to its shareholders, always have seek to expand its portfolio. From 2004 to 2008 its GLA increased 141%; and considering its projects under development it can achieve 378,051 m², an increase of 254% since 2004.

378 m²

254% 123 m²

107 m²

2 m²

2004

2005

2006

73 m² 26 m²

2007

2008

Future*

Growth in own GLA (in „000) * Excluding projects under development

Investments in shopping center development and expansion grew by more than 35 times, from R$13.0 million in 2004 to R$458.0 million in 2008. Between 2007 and 2008, development grew by 225% on account of the two new malls - BarraShoppingSul in Porto Alegre, launched in 2007 and opened in 2008, and Shopping Villa Olímpia, launched in 2007 and scheduled for opening in 2009. Investments in expansion grew tenfold between 2007 and 2008 to meet the demand for new stores and for the construction of seven expansions in five shopping centers in its portfolio, in keeping with the market trend. Of the seven expansions, three were opened in the last quarter of 2008: ParkShopingBarigüi Expansão Gourmet, RibeirãoShopping Expansão 1st phase (SP) and ParkShopping Expansão Fashion. The other four expansions Shopping Anália Franco (SP), ParkShopping (DF), RibeirãoShopping 2nd phase (SP) and BH Shopping (MG) – are in currently in progress. 124,314

333,704

4020%

2437%

225%

998%

102,646 8,100

300

800

2004

2005

2006

4,900 2007

Investments in shopping centers (in R$‟000)

2008

2004

15,100

2005

25,900 11,431 2006

2007

Investments in expansions (in R$‟000)

2008

SHOPPING CENTERS UNDER DEVELOPMENT BarraShoppingSul, the largest shopping center in south Brazil, was opened on November, 18, 2008. Located in Porto Alegre, it opened with GLA of 68,187 m², a mere 1,314 m² less than the GLA of the Company‟s largest mall, BarraShopping, opened in 1981 and has already undergone six expansions. Shopping Vila Olímpia, currently under construction, is the next to be opened, in the last quarter of 2009. This year, the priority will be on new projects under development, characterized by the lowest risk, highest return, speedy approvals from the municipal government, and credit lines that do not jeopardize the project to be developed. Shopping Centers under Development/awaiting Approval Project Opening GLA MTE % (constr.) Shopping VilaOlímpia Nov/09 29,538 m² 42.0% Shopping Maceió To be disclosed 27,582 m² 50.0% Total 57,120 m² 45.9%

MTE Capex Key Money 93,910 21,191 67,299 8,203 161,209 29,394

$1.000 NOI 3rd Year 10,959 10,893 21,582

The major part of expansion at RibeirãoShopping and two other expansions were delivered in the last quarter of 2008. The following table lists the five expansions under development, totaling 600 new stores in the Company‟s portfolio, a 20% growth. These expansions were an absolute success - the table shows that 77% of the stores were rented at the end of 2008. Expansions Projects

Opening

RibeirãoShopping Exp. ¹

May09

7,067 m²

MTE % (constr.) 76.2%

Shopping AnáliaFranco Exp.

Jul/09

11,871 m²

30.0%

GLA

MTE Capex 43,975

Capex Invested 61.5%

18,839

44.6%

(R$’000) Stores Leased 78%

Key Money 2,378

NOI 3rd Year 3,787

4,093

3,965

90%

ParkShopping Exp. Frontal

Oct/09

8,571 m²

62.5%

78,791

16.1%

6,944

8,659

96%

BH Shopping Exp.

Mar/10

10,972 m²

80.0%

118,976

32.9%

12,366

12,315

85%

ParkShoppingBarigüi Exp. II

May/10

8,010 m²

100.0%

49,411

4.9%

18,032

9,323

36%

46,491 m²

65.3%

309,992

28.9%

43,814

38,049

77%

Total

¹ The last phase will add only 429m². The previous phase began on 11/27/2008

In addition to the five expansions under development, four more will be implemented in the coming years. Projects to be detailed Projects BarraShopping Exp. VII ParkShopping Exp. Gourmet DiamondMall Exp. II ¹ BarraShopping Sul Exp. I Total

% 4,894 m² 1,327 m² 5,299 m² 21,638 m² 33,158 m²

¹ Multiplan will have 100% interest during construction due to the land swap.

GLA 51.1% 60.0% 100.0% 100.0% 91.2%

Own GLA 2,499 m² 796 m² 5,299 m² 21,638 m² 30,232 m²

Launch Jul/09 Mar/10 Jan/10 Apr/13

Opening Nov/10 Sep/11 Mar/11 Dec/14

FINANCIAL PERFORMANCE Evolution of Gross Revenue Gross revenue grew by 251%, from R$128.9 million in 2004 to R$ 452.9 million in 2008, and by 23% between 2007 and 2008. In addition to rent, which accounted for 65.3% of gross revenue, service and parking revenues contributed to 29.4% of the total. 23%

251%

452,914

Real Estate Sales 0.6%

Minimum 83.2%

368,792

Parking Revenue 14.9%

276,487

128,950

2004

Key Money 4.7%

154,170

2005

Rent 65,3%

2006

2007

Service Revenue 14.6%

2008

Evolution of Gross Revenue (in R$‟000)

Merchandising 12.9%

Overage 3.8%

Breakdown of Gross Revenue in 2008

Rent

Rent revenue grew 23.3% from 2007 to 2008, reaching R$295.3 million, thanks to the organic growth of our shopping centers, the acquisitions in recent years and the opening of BarraShoppingSul in the last quarter of 2008. Rent Revenue/Shopping Center (R$ '000) BHShopping RibeirãoShopping BarraShopping MorumbiShopping ParkShopping DiamondMall New York City Center Shopping AnáliaFranco ParkShoppingBarigüi Pátio Savassi Shopping SantaÚrsula BarraShoppingSul Portfolio Total

2008

2007

Chg. %

39,930 22,630 56,545 67,518 21,638 24,035 5,473 13,341 23,942 13,478 1,275 5,447 295,252

36,755 14,972 50,773 52,031 19,101 20,711 5,067 11,928 22,791 5,245 20 239,394

▲8.6% ▲51.1% ▲11.4% ▲29.8% ▲13.3% ▲16.1% ▲8.0% ▲11.8% ▲5.1% ▲156.9% ▲23.3%

264%

23%

295,252 239,394 193,079

81,160

91,740

2004

2005

2006

2007

2008

Evolution of Leasing Revenue (in R$‟000)

The shopping centers‟ occupancy rate has historically been above 90%, closing the year of 2008 with 96.6%. Excluding BarraShoppingSul (opened on November 18, 2008) and Shopping Santa Úrsula (acquired in April 2008 and is undergoing a change in the mix), the occupancy rate would be even higher, achieving 98.2%.

98.2% 97.4% 96.6% 96.0%

95.4%

2004

2005

96.1%

2006

2007

2008

Evolution of occupancy rate (*Excluding Shopping Santa Úrsula and BarraShoppingSul)

Services

Service revenue has grown considerably over the years - 77% between 2004 and 2008. The growth was the result of the increase in project launches, which generates more brokerage fees, the successful lease of new space resulting from expansions and new shopping centers launched, transfer fees relating to the changes in the store mix at shopping centers and the management fees charged on the growing income of shopping centers. 77% 26%

66,129

52,332

46,360

44,744

2005

2006

37,320

2004

2007

Evolution of service revenue (in R$‟000)

2008

Key Money

Revenue from key money more than tripled between 2004 and 2008, growing from R$6.5 million to R$21.2 million, mainly due to the new expansions and to new tenants renting our shopping centers. 12%

227%

21,242 18,902 13,606

6,500

2004

6,680

2005

2006

2007

2008

Evolution of key money revenue (in R$‟000)

Parking services

The net result from parking services (revenue less expenses) grew more than 12 times in the past five years, thanks to Multiplan implementing a system for charging parking fees in shopping centers that did not charge them earlier, and the increase in average ticket, arising from a costlier price list compatible with the greater amount of time clients spent in the network‟s malls on account of the complete mix of stores and services offered. In 2008, two more shopping centers started charging parking fees: ParkShopping Barigüi in Curitiba, and Shopping Anália Franco in São Paulo. Of the 12 shopping centers currently in operation, 9 charge parking fees. 37,589

1120% 102%

18,594 9,422 3,080 2004

2,860 2005

2006

2007

Evolution of net parking revenue (in R$‟000)

2008

Shopping Center Expenses

Multiplan‟s efficiency becomes evident from a comparison of the growth in gross revenue (251%) and the increase in mall expenses (177%) between 2004 and 2008, when several expansions were made and shopping centers were opened and acquired. This performance is reflected in the Net Operating Income (NOI) and the high NOI margin of 84% in 2008. NOI, which is operating income less shopping center expenses and parking expenses, is one of the indicators of the company‟s financial situation. 279,725

300, 000

83.8% 250, 000

86. 0%

84.0% 84. 0%

211,122

82. 0%

200, 000

169,631

81.8% 80. 0%

78.1%

150, 000

78. 0%

77.3% 100, 000

65,080

73,870

76. 0%

50, 000 74. 0%

-

72. 0%

2004

2005

2006

2007

2008

Growth of NOI (R$‟000) and NOI Margin (%) (in R$‟000)

NOI Calculation Rent Parking Result

2004

2005

2006

2007

2008

81,160

91,740

193,079

239,394

295,252

3,080

2,860

9,422

18,594

37,589

Operational Result

84,240

94,600

202,501

257,988

332,841

Shopping Expenses

(19,160)

(20,730)

(32,870)

(46,866)

(53,116)

NOI

65,080

73,870

169,631

211,122

279,725

NOI Margin

77.3%

78.1%

83.8%

81.8%

84.0%

General and Administrative Expenses

The year 2008 was marked by several positive factors that increased general and administrative (G&A) expenses to R$83.1 million. These include investments in development of new shopping centers, expansions, real estate developments, and future projects on one of the largest land banks in the market. A strategic investment in marketing was fundamental for leveraging the developments launched. Another important factor was the increase in headcount, with the Company bringing in executives with specialist knowledge, as required by the capital markets. These professionals, working together with Multiplan‟s executives who have more than 20 years of experience, form a competitive and differentiated synergy in the shopping center segment. The Company also invested in a new and bigger branch office in São Paulo with better infrastructure to meet the demands of the growing number of projects under development in the region. Yet another factor was the new ERP system, whose implementation began in the third quarter of 2008 and will integrate all the shopping centers to the head office. As in any ERP system, training is essential, and Multiplan is making all efforts to train its employees and ensure that the system is fully operational in 2009.

PERFORMANCE INDICATORS Adjusted Funds from Operations (FFO) and Adjusted Net Income Adjusted net income grew significantly over the years. Net income should be adjusted for the goodwill resulting from the acquisitions made since 2006 and the IPO expenses in 2007 in order to arrive at the correct number. Another method to analyze the financial results of Multiplan‟s operations is by using the adjusted FFO ratio (net income plus depreciation and amortization), which is an estimate of the Company‟s operational cash flow. 19%

1454%

20%

909% 209,185

240,599

176,007

200,174

101,867

119,378

23,790

13,460

2004

2005

2006

2007

2008

23,850

33,700

2004

2005

Evolution of adjusted net income (in R$‟000)

FFO & Net Income Calculation

2006

2007

2008

Evolution of adjusted FFO (in R$‟000)

2004

2005

2006

2007

2008

13,460

23,790

(32,190)

21,158

77,397

Amortization

-

-

83,446

117,805

124,708

Diferred Taxes

-

-

-

-

7,081

Net Income

Non-recurring expenses¹

-

-

50,611

37,044

-

Adjusted Income

13,460

23,790

101,867

176,007

209,185

Depreciation

10,390

9,910

17,511

24,167

31,414

Adjusted FFO

23,850

33,700

119,378

200,174

240,599

¹ Refers to IPO costs

Adjusted EBITDA 19%

354%

250,621

212,163 143,804

55,200

2004

75,040

2005

2006

2007

Evolution of adjusted EBITDA (in R$‟000)

2008

Multiplan ended 2008 with EBITDA of R$250 million. EBITDA is a financial indicator used to understand the Company‟s performance before deducting taxes, interest, non-recurring expenses, amortization and depreciation, as explained below.

EBITDA Calculation (R$'000)

2004

2005

2006

2007

2008

Net Income

13,460

23,790

(32,190)

21,158

77,397

Tax Income and Social Contribution

15,990

24,020

13,618

1,813

12,800

Financial result

6,180

3,180

3,078

(1,220)

(3,544)

10,390

9,910

17,511

24,167

31,414

9,700

15,790

8,053

165

766

Amortization

-

-

83,446

117,805

124,708

Non-recurring expenses¹

-

-

50,611

37,044

-

Depreciation Participation of the minority stockholders

Diferred Taxes

-

-

-

-

7,081

Adjusted EBITDA

55,720

76,690

144,128

200,933

250,621

EBITDA Margin

48.4%

55.5%

57.0%

59.7%

60.9%

¹ Refers to IPO costs

FINANCIAL PERFORMANCE Capital Markets and Dividends Multiplan‟s shares (MULT3) ended 2008 at R$ 12.31, losing 41.9% in the year, while the São Paulo Stock Exchange Index (Ibovespa) dropped 41.2% to reach 37,550 points on December 31, 2008. Despite the decline, the Company‟s shares were one of the best performers among the publicly-held real estate companies. Average daily trading volume of Multiplan‟s shares was R$ 2.5 million in 2008, compared to the Bovespa‟s (São Paulo Stock Exchange) R$ 5.5 billion.

Valorização MULT3 e IBOV Base - 30/12/2007 20% 0% -20% -40% MULT3

IBOV

-60%

-80%

The Company did not pay dividends for the year 2007 due to the accumulated loss in 31 st December of 2007. For 2008, the Company‟s Board of Directors will submit for the Annual General Meeting approval a proposed dividend distribution of R$ 20.1 million.

CORPORATE GOVERNANCE

Investor Relations Multiplan is committed to constantly improving its Corporate Governance practices through transparency in information, equal treatment of all investors, and efficient and professional management. In 2008, the company invested in its Investor Relations team by hiring new professionals to better serve the market and also redesigned its website - an important communication tool containing the latest information about the company. The Company held meetings with investors and analysts in Brazil and abroad, in addition to conference calls, telephone calls, emails and contacts through its website (www.multiplan.com.br). The IR team also participated in two meetings with capital market analysts (Apimec meetings) in Rio de Janeiro and São Paulo. Multiplan will continue to invest in improving its relationship with the markets by pursuing fresh alternatives and differentiated communication tools. Board of Directors Multiplan‟s Board of Directors is a collective decision-making body composed of seven members and is responsible for defining and monitoring the implementation of the general business policies, including the long-term strategy. Its duties include appointing, and supervising the activities of, Multiplan's executive officers and indicating the independent auditors, pursuant to Brazilian company law. According to Multiplan‟s Bylaws, the Board of Directors ordinarily meets once every quarter and extraordinarily whenever necessary. All the decisions of the Board are taken by majority vote of the members present at any meeting that has been duly called and held. The Board of Directors consists of one independent member and two representatives of the Ontario Teachers Pension Fund, which, through its subsidiary, Cadillac Fairview, owns 35% of Multiplan‟s shares. Cadillac Fairview is one of the largest investors, owners and managers of commercial real estate in North America, having developed shopping centers and commercial properties in the USA and Canada for over 50 years. With a portfolio valued at US$16 billion, Cadillac Fairview and its affiliates hold and manage over 83 properties, including such landmark projects in Canada as the Toronto Eaton Centre, Sherway Gardens, Toronto-Dominion Centre, Carrefour Laval, Chinook Centre and Vancouver´s Pacific Centre. Board of Executive Officers It consists of five members and its main duty is to oversee the daily management as well as the implementation of the general business policies and guidelines established by the Board of Directors. Executive officers are elected by the Board of Directors for a unified term of two years, with the possibility of reelection, and may be removed from office anytime. According to the Company‟s Bylaws, the Board of Executive Officers may consist of at least 2 and at most 10 members. At present, the Board consists of one Chief Executive Officer, one Vice Chief Executive Officer, one Chief Development Officer, one Investor Relations Officer and one Director.

HUMAN RESOURCES The company has a long-term strategic commitment to recruiting and retaining the best professionals in the market. In 2008, it absorbed several interns in its staff and hired highly qualified fresh professionals, who will have the opportunity to work with and learn from the most experienced executives in the shopping center and real estate development sector, with extensive knowledge of these two areas. Multiplan values and invests in its employees, offering opportunities within the organization, besides providing courses, lectures and training. The result is a solid and committed team, which is reflected in the quality of work. CORPORATE RESPONSIBILITY Multiplan and its developments organize diverse initiatives to benefit people living around the shopping centers, as well as employees, employees of outsourcers and tenants. Shopping centers frequently lend space to charities to sell their products, as well as promote and encourage donations, beneficiary events and educational campaigns. The company‟s concern for the impact of its developments on the environment has led it to seek new technologies and equipment to reduce the consumption of natural resources such as water and energy, besides adopting recycling and waste treatment programs. The shopping centers comply with all the environmental laws and are implementing policies to broaden their environmental responsibility. Social Santo Antônio Convent – Multiplan is one of the sponsors of the cultural project called "Restoration and Revitalization of the Santo Antônio Convent Architecture Complex – 400 years of history". Rio de Janeiro's Santo Antônio church and convent, together with the Church of the Third Order of St. Francis of Penance, a jewel of Baroque art in Brazil, make up the architecture complex of the remains of Morro de São Antônio. Located at Largo da Carioca, it is under the aegis of the National Artistic and Historical Heritage Institute (IPHAN) since 1938. The architectural and artistic purity of these impressive buildings, as well as their original Franciscan style, are being restored thanks to historical, artistic, archeological and iconographic research. In addition, the public can learn more about their history through two museums, exposition and multimedia halls, which will be implemented as part of the revitalization of this area in the center of Rio de Janeiro. The main objective of Rio de Janeiro BarraShopping‟s RepensaRH is to encourage personal and professional development. Through voluntary and awareness activities relating to education, training, health, and quality of life, the project values self-esteem and citizenship. One of the most successful initiatives is EstudaRH, a program that offers basic and high school courses not only to the employees of BarraShopping but also to those of tenants and outsourcers. Classes are held at the BarraShopping Socio-cultural Space, which comprises Education –

two fully equipped classrooms with capacity for up to 40 students. The courses use Roberto Marinho Foundation‟s Telecurso 2000 coursebooks and are recognized by the federal Ministry of Education. Certificates are given by the Center for Fast Track Studies of the Rio de Janeiro State Education Ministry. Students completing these courses are given priority in the shopping malls‟ promotions and recruiting processes. RepensaRH received an award from the International Council of Shopping Centers 2008 in the category of „marketing/community services‟. Accessibility – In December 2008, BarraShopping received the “Certificado Acessibilidade Nota 10” in the gold category at a ceremony held by the Committee for the Defense of People with Special Needs at the Rio de Janeiro State Legislature. To win this certification in the gold category, it is necessary to comply with several accessibility criteria, including the installation of ramps, adapted restrooms, lifts with operators or Braille panels, appropriate furniture, priority service, automatic doors, tactile flooring and dedicated parking spaces. BarraShopping also has telephones for the hearing/speech impaired and a changing room for special children. ‘Natal do Bem’ Christmas campaign – Since 2005, Shopping Pátio Savassi in Belo Horizonte has been organizing the Natal do Bem campaign, which includes donation of toys to underprivileged children in the Morro do Papagaio community adjacent to the shopping center, and other institutions in the Belo Horizonte metropolitan region. In four years, 32,800 toys had been donated to 123 institutions, such as day care centers, schools and hospitals, and volunteer social services (Servas), through joint efforts with the government and private entities. Bom de nota, Bom de bola – In partnership with the NGO Associação Pró-Esporte e Cultura, RibeirãoShopping has launched the „Bom de nota, Bom de bola‟ (Good at studies, good at sport) project for 200 children aged between 7 and 13, in the neighboring Conjunto Habitacional João Rossi. Participation in sports activities is related to academic performance, discipline and class attendance. Big Meetings Project - Launched in May 2003 by Shopping Anália Franco in partnership with Rádio Eldorado, the Big Meetings project consists of free monthly concerts by leading names in Brazilian popular music (música popular brasileira). The project is aimed at increasing the shopping center‟s traffic and sales, strengthening its relationship with consumers and positioning it as a stage for social and cultural interaction, besides consumption. The project gained a charity aspect since 2005, when it started encouraging clients to donate 1 kg of non-perishable food items while attending these concerts. Over 10 tonnes of food items have been collected and donated to institutions and underprivileged communities around the shopping center.

Housing – In 2008, when Porto Alegre‟s BarraShoppingSul was inaugurated, Multiplan made a series of improvements in the city. It was responsible for constructing houses with basic sanitation, paved roads, a school and a health center in the Vila Novo district to house about 800 families that lived in areas of risk around the shopping center. The Campos de Cristal Municipal Primary School has 42 teachers serving 480 students, and features an IT laboratory, music classes, reinforcement classes (in the afternoon for morning students and vice versa), a library and a sports court. Besides functioning as an open school throughout the year, Campos do Cristal serves as a meeting point for the community, bringing together the local families. Multiplan has also made a series of improvements in the access roads to the shopping center and has built a 2.5 km cycle way in front of BarraShoppingSul Socio-environmental Transformation Center – In partnership with the Porto Alegre town hall and the NGO Solidariedade, Multiplan has invested in creating the Socio-environmental Transformation Center in the Cristal district. This Center houses a recycling center and provides professional training to the local population, especially those without regular housing and with income less than three minimum wages and are vulnerable to social and environmental risk. The Center also offers workers a series of courses in environmental education, entrepreneurship and citizenship. The first students completing the general assistant program in November 2008 began working at BarraShoppingSul‟s tenants or outsourced service providers. Environment Energy savings – The New York City Center (NYCC) in Rio de Janeiro is considered a model of intelligent energy use. The architectural project – a large open area with a height of 35m and white canvas cover of 5,400m² - favors natural light and ventilation and obviates the need for air-conditioning. The canvas cover prevents radiation but provides clarity and lights up the ambience. The shopping center lights are turned on only at the end of the day through sensors. NYCC‟s parking lot walls are painted white to favor internal lighting. On hot days, water sprinklers are used to make humidify the air and to freshen up the place. All these measures represent savings of around 20% in energy costs compared to a shopping center with a traditional design. Adoption of gardens – BHShopping has adopted close to 67,000 m² of green areas in its surroundings, and is responsible for the gardening, maintenance, cleaning and conservation services. The areas adopted include the Marcelo Góes Menecucci Sobrinho Square in front of it, and the BR 356 highway clover that inspired Multiplan‟s logo. In 2007, BH Shopping won the Cidade Jardim Regional Centro Sul award from the Belo Horizonte town hall for the conservation of the Marcelo Góes Square.

AWARDS AND HONORS Valor 1000 Award In 2008, Multiplan won the eighth edition of the Valor 1000 Award from the Valor Econômico newspaper in the Construction and Engineering category. The annual publication Valor 1000 lists Brazil‟s 1000 largest companies in terms of net revenue and selects the best in 25 sectors based on balance sheet data. The survey is conducted by the newspaper in partnership with the School of Business of the Getúlio Vargas Foundation in São Paulo, and Serasa. Marketing Best 20 years Multiplan‟s communication program in the past two decades was honored by the Marketing Best‟s 20 Years‟ Special Edition. The award is in recognition of the company‟s history of creative and excellent shopping center campaigns. Marketing Best is organized by Editora Referência, which specializes in marketing and advertising, the Getúlio Vargas Foundation School of Business Administration and Madia Mundo Marketing. Awards in the shopping center sector Multiplan has won seven awards, two in the “gold” category and five in the “silver” category, from the International Council of Shopping Centers (Latin America) – Latin American‟s most important awards in the sector – and two awards from the Brazilian Association of Shopping Centers in the “Management Excellence" and “Expansion Excellence” categories at the 10th International Shopping Center Congress held in September 2008 in São Paulo. The company also won the “Excellence in Management” award in 2002, 2004 and 2006 at the biennial event.

ACKNOWLEDGEMENTS We would like to thank our shareholders, clients, partners, tenants, suppliers and financial institutions for their support and trust in the Company. Our special thanks go to our partner Cadillac Fairview and our employees for their efforts, dedication and commitment, all of which made the excellent results recorded in 2008 possible. Rio de Janeiro, March 25, 2008. The Management