AUDITORS’ REPORT INSTITUTO BLACK JAGUAR

Independent auditors’ report on the financial statements

(Free translation from the original issued in Portuguese. In the event of discrepancies, the Portugues language version prevails. See Note 14 to the financial statements.)

To the Management of Instituto Black Jaguar São Paulo - SP

Qualified opinion on the financial statements

We have audited the accompanying financial statements of Instituto Black Jaguar (“Institute”), which comprise the balance sheet as of December 31, 2022 and the related statements of income, comprehensive income, changes in equity and cash flows for the year then ended, as well as a summary of the main accounting practices and other notes to the financial statements.

In our opinion, except for the effects of the matter described in the section “Basis for qualified opinion on the financial statements”, the financial statements referred to above presente fairly, in all material respects, the equity and financial position of Black Jaguar as of December 31, 2022, the results of its operations and its cash flows for the year then ended in accordance with accounting practices adopted in Brazil, specially the NBC TG 1000 (R1) – Accounting for Small and Medium – Sized Enterprises, that is alignment with International Financial Reporting Standards for Small and Medium Entities (IFRS for SMEs), issued by International Accounting Standards Board (IASB) and non-profit entities (ITG 2002 (R1).

Basis of the qualified opinion on the financial statements

As presented in Note 12.2, the Institute hired service providers to carry out activities related to its operation, however, it did not make any provision to cover possible disbursements or contingencies associated with this matter. Consequently, liabilities have been understated and shareholders’ equity and income for the year has been overstated by approximately BRL957 thousand (BRL616 thousand in 2021), related to the estimated social security risk to which the Instituto is exposed.

Our audit was conducted in accordance with Brazilian and international auditing standards. Our responsibilities, in accordance with such standards, are described in the following section entitled “Auditor’s Responsibilities for audit of financial statements.” We are independent in relation to the Company in accordance with the relevant ethical principles provided for in the Accountant’s Code of Professional Ethics and professional standards issued by the Federal Accounting Council, and we comply with other ethical responsibilities pursuant to these standards.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of matter

As mentioned in note 4.5, the Institute has legal protection for the non-payment of the ITCMD (Tax on transmission of cause of death and donations) on the donations received, and must have to follow the application process from SIMA - Secretariat of the Environment, and SEFAZ - State Secretariat of Finance.

For donations received during fiscal year 2022, formal procedures together were in progress, where the Institute estimates that their approval will take place until the second half of 2023. Our opinion is not qualified as to the situation.

Responsibilities of management for the financial statements

Management is responsible for the preparation and adequate presentation of the financial statements in accordance with the accounting practices adopted in Brazil, specially the NBC TG 1000 (R1) – Accounting for Small and Medium–Sized Enterprises, that is alignment with International Financial Reporting Standards for Small and Medium Entities (IFRS for SMEs), issued by International Accounting Standards Board (IASB), non-profit entities (ITG 2002 (R1) and the internal controls it deemed necessary to enable the preparation of these financial statements free of significant distortions, regardless of whether the latter were caused by fraud or error.

In the preparation of financial statements, management is responsible for assessing the ability of the Company to continue as a going concern, disclosing, where applicable, the matters relating to its going concern and the use of this basis of accounting in preparing the financial statements, unless management intends to wind-up the Company and its subsidiaries or cease its operations, or has no realistic alternative to avoid the closure of operations.

Auditor’s responsibilities for the audit of the financial statements

Our purposes are to obtain reasonable assurance that the financial statements, taken as a whole, are free from material misstatement, whether due to fraud or error, and issue the audit report with our opinion. Reasonable assurance means a high level of security, but not a guarantee that an audit conducted in accordance with Brazilian and international auditing standards always detects any existing material misstatements. Misstatements may be due to fraud or error and are considered material when, individually or taken as a whole, can influence, within a reasonable perspective, the economic decisions of users taken based on these financial statements.

Auditor’s responsibilities for the audit of the financial statements--Continued

As part of the audit conducted in accordance with Brazilian and international auditing standards, we exercise professional judgment and maintain our professional skepticism throughout the audit. Moreover:

• We identify and evaluate the risks of material misstatement of financial statements, whether due to fraud or error, plan and perform audit procedures in response to such risks and obtain sufficient and appropriate audit evidence for expressing our opinion. The risk of not detecting a material misstatement due to fraud is higher than due to error, since a fraud can involve the act of circumventing internal controls, collusion, falsification, omission or intentional misrepresentations;

• We obtain an understanding of the internal controls relevant to the audit to plan the audit procedures appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal controls of the Company;

• We evaluate the adequacy of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• We conclude on the appropriateness of the use of the going concern accounting basis by management, and based on the audit evidence obtained, whether there is significant uncertainty in relation to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that there is a material uncertainty, we must highlight the related disclosures in the financial statements in our report, or include a modification in our opinion if disclosures are inadequate. Our conclusions are based on audit evidence obtained up to the date of our report. However, future events or conditions may lead the Company to no longer remain as a going concern;

• We evaluate the overall presentation, structure and content of financial statements,including disclosures, and whether the financial statements represent the underlying transactions and events in a manner consistent with the objective of fair presentation.

We communicate with management regarding, among other issues, the planned scope, the timing of the audit and the significant audit findings, including any significant weaknesses in internal controls that we have identified during our work.

São Paulo, July 20, 2023.