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LEGAL DUE DILIGENCE REPORTAbridged version focusing onBOTAFOGO PRAIA SHOPPINGNOVEMBER 22, 2011This report contains privileged and confidential information.

Disclaimer: The original version of this Report contemplates both Shopping Cidade andBotafogo Praia Shopping. In this abridged version, we have deleted all Chapters anditems that focused specifically on Shopping Cidade.TABLE OF CONTENTSINTRODUCTION . 1EXECUTIVE SUMMARY . 3SECTION I – SHOPPING CIDADE . 7CHAPTER 1 – STRUCTURE OF THE SHOPPING CENTER . 8CHAPTER 2 – REAL ESTATE ASPECTS . 9CHAPTER 3 – CORPORATE ASPECTS – CAE . 10CHAPTER 4 – LEASE AGREEMENTS . 11CHAPTER 5 – GENERAL AGREEMENTS . 12CHAPTER 6 – INTELLECTUAL PROPERTY. 13CHAPTER 7 – LABOR ASPECTS. 14CHAPTER 8 – CIVIL LITIGATION . 15CHAPTER 9 – TAX MATTERS . 16CHAPTER 10 – ENVIRONMENTAL ASPECTS . 17SECTION II – BOTAFOGO PRAIA SHOPPING . 18CHAPTER 1 – STRUCTURE OF THE SHOPPING CENTER . 19CHAPTER 2 – REAL ESTATE ASPECTS . 24CHAPTER 3 – CORPORATE ASPECTS – BPS . 38CHAPTER 4 – LEASE AGREEMENTS . 42CHAPTER 5 – GENERAL AGREEMENTS . 75CHAPTER 6 – INTELLECTUAL PROPERTY. 88CHAPTER 7 – LABOR ASPECTS. 90CHAPTER 8 – CIVIL LITIGATION . 111CHAPTER 9 – TAX MATTERS . 142CHAPTER 10 – ENVIRONMENTAL ASPECTS . 223SECTION III – BRADESCO LOAN . 227ANNEX A – SUMMARY OF CERTIFICATESANNEX B – LOBO & IBEAS OCTOBER 17, 2011 EMAIL

INTRODUCTIONAt the request of our clients Ancar Empreendimentos Comerciais S.A. (“Ancar”),Ivanhoe Cambridge, Inc. (“IC”) and Canada Pension Plan Investment Board (“CPP”), Lobo &Ibeas has conducted a legal due diligence of the interests held by Brookfield Brasil ShoppingCenters Ltda. and Plaza Shopping Trust SPCO Ltda. (collectively “Brookfield”) in ShoppingCidade and Botafogo Praia Shopping, for the evaluation of the potential acquisition by Ancar,IC and CPP of such interests (the “Transaction”).This Legal Due Diligence Report (the “Report”) purports to cover the most relevantlegal aspects that were brought to our attention during the due diligence. It contains privilegedand confidential information to be used for the sole purpose of evaluating the Transaction.This Report has been prepared based on:(a)copies of documents and information uploaded by Brookfield into the virtualdata room set up for this project (the “Data Room”) by November 10, 2011;(b)written or verbal information and clarifications provided by Brookfield byNovember 10, 2011 with regard to questions posed by Lobo & Ibeasthroughout the due diligence and in meetings held at Brookfield’s offices withBrookfield’s in-house counsels, at the offices of Shopping Cidade with externallawyers of the co-owners of the shopping center, and at the Real EstateRegistry of Belo Horizonte with the real estate notary;(c)where expressly mentioned, a few independent investigations conducted byLobo & Ibeas;(d)with regard to Botafogo Praia Shopping and where expressly mentioned, a fewdocuments provided to us directly by the management company of BotafogoPraia Shopping – BPS Shopping Centers Ltda., at the request of Ancar; and(e)with respect to environmental matters, the Golder Associates TechnicalReports nos. RT-001 119-523-1031 00-J (related to Botafogo Praia Shopping)and no. RT-001 119-523-1029 00-J (related to Shopping Cidade), datedSeptember, 2011, prepared by Golder Associates and provided to us by IC(each respective report is hereinafter designated as the “Golder Report”).Lobo & Ibeas has not had access to any original document made available byBrookfield. For the purposes of this Report, we have assumed that all of the information andcopies of documents contained in the Data Room and/or presented by Brookfield are true,accurate and complete. Although we have had no access to original documents, nothingindicates that the copies furnished to us do not correspond to their original counterparts.

2Upon preparing this Report we have further assumed that, except where otherwiseexpressly indicated, all of the documents and information that may be relevant for a legal duediligence of the interests held by Brookfield in Shopping Cidade and Botafogo Praia Shoppinghave been included by Brookfield in the Data Room or otherwise disclosed to us. Accordingly,we are assuming that, if a document or information is not included in the Data Room or wasnot informed to us either verbally or in writing by Brookfield, this means that such document orinformation is not applicable or does not exist, save for those that are expressly indicated asbeing missing in the proper chapter of this Report.This Report approaches only legal and documental aspects of Shopping Cidade andBotafogo Praia Shopping and therefore no factual, physical or real situations have beenexamined and no verification has been done in order to confirm the factual accuracy of theinformation provided.Ancar and IC already hold an indirect interest in Botafogo Praia Shopping and,because of this, Lobo & Ibeas has been directly engaged in a few matters concerningBotafogo Praia Shopping prior to the due diligence. Therefore, when expressly mentioned inthis Report and always with regard to such specific matters, we have also relied on theinformation that we were previously aware of prior to the due diligence.This Report is based on three sections, the first two which are on their turn divided intodifferent chapters. Section I is dedicated to Brookfield’s interest in Shopping Cidade, whileSection II focuses on Brookfield’s interest in Botafogo Praia Shopping. Finally, in Section III,we examine a certain loan obtained by Brookfield which affects its interests in both shoppingcenters.November 22, 2011DOCS - 351174v1

3EXECUTIVE SUMMARYWe highlight below the main problems that were brought to our attention in the duediligence of Shopping Cidade and Botafogo Praia Shopping. Such issues are examined inmore detail in the relevant Chapters of this Report.I.Shopping Cidade[Intentionally deleted]II.Botafogo Praia ShoppingExistingMortgagesThe following mortgages are still recorded in the enrollment of theproperty with the Real Estate Registry: (i) a mortgage related to a debtwith a foreign company, which, according to Brookfield’s information, hasalready been paid; (ii) two other mortgages related to an assignment toBradesco of future receivables from several shoppings, includingBotafogo Shopping, executed by Plaza Trust and other companies fromthe Malzoni Family Group previously to the sale of Botafogo Shopping toBrookfield; and (iii) a forth mortgage related to a bank credit certificateissued by Brookfield on December 20, 2007 in favor of Bradesco (thesame transaction referred to above with respect to Shopping Cidade).JudgmentLiensFour judgment liens (penhoras) related to property tax (IPTU) debts arepre-recorded at the enrollment of the property with the Real EstateRegistry. These tax debts amount to approximately R 1.5 million (on100% basis). The co-owners apparently do not recognize the legitimacy ofthose debts and are challenging them.In some lease agreements of Botafogo Praia Shopping, the tenants havewaived their ROFR. Some tenants, however, continue to have this rightunder the existing lease agreements. Brookfield has sent a ROFRnotification to the tenants who have not waived their ROFR which isdeficient for many reasons.There are some missing certificates.Tenant ROFRPreviousownersWith regard to taxes, Brookfield has not (i) presented all of its taxclearance certificates, (ii) presented all of the tax clearance certificates ofthe previous owners, and (iii) provided to us information on the existingsuspended tax debts of some of the previous owners.Brookfield also informed that Plaza Shopping Trust is presently enjoying aspecial program, issued by Law 11,941/09, to pay tax debts ininstallments (Refis). According to Brookfield, the total amount subject tosuch program is estimated in R 25 million. It is important to analyze if thiscompany is observing the requirements prescribed in the mentioned law,in order to continue enjoying such special program. If it is not timelyDOCS - 351174v1

4paying such program, this could negatively impact the sale of theShopping. No document has been provided on this issue yet.Lawsuit againstBrookfieldWe have also identified that there is one lawsuit against Brookfield, thatcould impose upon Brookfield the payment of a significant indemnificationto the plaintiff, which value is as of this moment not appraisable. IfBrookfield does not have sufficient cash or assets to pay suchindemnification, the acquisition of Brookfield’s interest by the JV could bechallenged.Labor IssuesThere are 39 lawsuits filed against BPS. However, the real liability was notinformed for all of them, but only an estimative pointed by the plaintiffswhen filing the claim. Also, in relation to 18 of these lawsuits, the objectwas not presented.We verified that 80 employees resigned and 102 were dismissed duringthe period from September, 2009 to August, 2011. It is important to haveinformation on the reason for the high number of terminations andexamine its possible negative impact, knowing that the statute of limitationof 2 years for the filing of labor claims is still in course.A few relevant documents and information were not provided regardinglabor practices, work routine, labor policies, etc. Thus, we will not be ableto comment on such aspects and verify if they may raise any concern.Tax IssuesDOCS - 351174v1IPTU: No document has been provided by Brookfield in connection withthe IPTU levied on Botafogo Praia Shopping. Nonetheless, we are awarethat the Municipality of Rio de Janeiro changed the criteria of theassessment of such tax as of tax year 2009. At this time, the taxauthorities formally recognized that no complementary IPTU tax was duewith regard to the previous years. Until tax year 2008, the tax wasimposed considering each suite, cinema and park area of the shopping asan independent real estate. However, given the fact that Botafogo PraiaShopping is registered with the Real Estate Registry in only oneenrollment, the Municipality, as of 2009, opted to assess the IPTUconsidering the shopping as one real estate only. As a result, the totalamount of IPTU was substantially increased, from January 01, 2009 on. In2009, for instance, the total amount of IPTU was increased from R 1.8million to R 5.2 million. The co-owners of Botafogo Praia Shopping arepresently challenging the assessments of IPTU regarding tax years 2009,2010 and 2011 in court through two different lawsuits (one related to theyears 2009 and 2011, and the other related to 2010). The amountinvolved in such lawsuits comprise the total of approximately R 18,7million. We have evidence that the amounts of 2009, 2010 and 2011 havebeen deposited by the co-owners at the administrative level and thereforesuch amounts will revert to the co-owners should they be successful in