Brmalls 3 q11_eng

Investor PresentationFebruary 2012

2

��Largest Largest and Best Company in the Sectorand Best Company in the Sector

��GrowthGrowth DriversDrivers

••AcquisitionsAcquisitions

••OrganicOrganic GrowthGrowth

••DevelopmentsDevelopments

��FinancialsFinancials andand OperationalOperational HighlightsHighlights

► Highlights

• Largest mall company in Brazil

• 45 regional malls

• Total GLA: 1,433.5 tsqm

• Owned GLA: 798.2 tsqm

• 42 managed or leased malls1

• Over 8,000 tenants and largest landlord in Brazil

• 6 malls under development (242,904 sqm in total GLA)

• 7 expansions announced (77,709 sqm in total GLA)

• Total sales in 2011: R$ 16.1 billion

• 360 million people visited our malls in 2011

3

BR MALLS’ presence

Overview

Note:1. Considers also greenfield projects

BRMALLS is the only shopping mall company in Brazil with NATIONWIDE PRESENCE and targeting ALL INCOME SEGMENTS

4

2011 Highlights

► 2011 Highlights

• R$1.4 billion invested in the acquisitions of Jardim Sul, Catuaí, Paralela and the add-

on acquisitions of Piracicaba, Curitiba and Crystal.

• R$437.1 million* invested in expansions and greenfield projects.

• Two greenfield openings (Via Brasil and Mooca Plaza Shopping).

• Mooca Plaza Shopping, was the largest mall opening in Brazil in 2011 .

• With the Mooca Plaza Shopping opening we reached a total of 45 malls.

• Two expansions opened (Tamboré and Campo Grande).

• Became the largest mall company in the state of São Paulo.

• R$1.1 billion raised in two offerings (Perpetual Bond and Follow-On).

• 1st Mall Company to enter the Ibovespa, IBrX-50 and ICO2 indexes.

• In 2011 our shares increased 7.0% vs -18.1% of Ibovespa.Note:* Up to 3Q11.

5

Outlook for 2012

► Outlook for 2012

• Three greenfield mall openings (Estãção BH, São Bernardo and Londrina Norte)

adding a total of 71.1 thousand m² of owned GLA, an increase of 8.9%.

• Two expansions to be open (Shopping Recife and Center Shopping Uberlândia)

adding 4.3 thousand m² of owned GLA, na increase of 0.5%.

• SSS and SSR shall increase in line with 2011 where they increased by 8.9% and

13.6%, respectively.

• Fragmented market still offers opportunity for consolidation.

Note:* invested up to 3Q11.

6

��OverviewOverview

��GrowthGrowth DriversDrivers





43

13 13 15

1,355,391

551,759 468,841 494,906

7

BR MALLS is THE LARGEST shopping mall company in Latin America

Largest and Best Company in the Sector

Market Cap (R$ mm)¹ 9M11 Total GLA (in sqm)

9M11 # of Malls9M11 EBITDA (R$ mm)

Note:1 Market Cap on September 30 , 2011

8,626

5,985

2,5061,750

476,555

321,550

164,097 134,395

49.9%

24.0%

12.4% 10.3%

8

THE FASTEST GROWING company in the sector with more than twice the aver age of our competitors


GLA CAGR 2006 - 2010 Net Revenues CAGR 2006 - 2010

EBITDA CAGR (2006-2010)AFFO/Share CAGR (2006-2010)

58.8% 57.2%

24.3% 21.5%

65.4%

25.8% 24.6%

54.8%

15.1%5.5%

18.3%

10.0%

5.3% 6.2%

Note:1 Reported NOI and EBITDA margin

9

BR MALLS became THE MOST EFFICIENT player in the sector

9M11 NOI Margin¹ 9M11 Rent/m² Growth

9M11 EBITDA Margin 9M11 NOI/m² Growth


23.1%

9.8%

17.7%14.8%

80.5%

72.8%

61.6%

72.0%

90.0%88.4%

75.7%

86.0%

10

FFO / share

BR Malls has consistently DELIVERED MORE VALUE to its shareholders


-

100.0

200.0

300.0

400.0

500.0

600.0

700.0

1Q

07

2Q

07

3Q

07

4Q

07

1Q

08

2Q

08

3Q

08

4Q

08

1Q

09

2Q

09

3Q

09

4Q

09

1Q

10

2Q

10

3Q

10

4Q

10

1Q

11

2Q

11

3Q

11

FFOPS (R$ cents/share)

BRMalls Multiplan Iguatemi

Performance since event

Event Date BRML3 IGTA3 MULT3 ALSC3 Ibovespa

Iguatemi IPO 6-Feb-07 N/A 17.4% N/A N/A 39.1%

BRMALLS IPO 3-Apr-07 161.9% 28.2% N/A N/A 36.3%

Multiplan IPO 26-Jul-07 80.7% 29.3% 65.2% N/A 17.0%

Gen. Shop. IPO 26-Jul-07 82.8% 29.3% 65.9% N/A 17.0%

BRMALLS Follow-on 18-Oct-07 64.9% 40.8% 59.9% N/A (0.3%)

BRMALLS Follow-on 1-Jul-09 171.3% 114.3% 100.3% N/A 22.4%

Multiplan Follow-on 24-Sep-09 100.9% 49.2% 46.9% N/A 5.0%

Iguatemi Follow-on 22-Oct-09 100.4% 41.1% 39.6% N/A (4.6%)

Aliansce IPO 27-Jan-10 101.9% 38.4% 32.2% 73.5% (3.1%)

Sonae IPO 2-Feb-11 40.3% 9.5% 27.9% 19.8% (5.4%)

BRMALLS Follow-on 10-May-11 20.3% (2.4%) 14.6% 11.9% (2.8%)

Font: Bloomberg (February 8th 2011)

11

BRMALLS stock has presented the BEST PERFORMANCE in the sector


12

BRMALLS has consistently outperformed Ibovespa, MSCI B razil and IMOB Index


Price change in Local Currency (%)

2009 2010 2011

BRMALLS IBOVESPA MSCI BRAZIL

136.3%

82.7%

120.5%


60.8%

1.0% 3.8%


7.0%

-18.1%-24.7%

13

BR MALLS is the company in the sector with the HIGH EST CORPORATE GOVERNANCE STANDARDS and free-float

Full corporationFull corporation

Highly committed top management teamHighly committed top management team

Key employees alignment via stock option program

Key employees alignment via stock option program

Average Daily Traded Volume (R$ mm)¹ Corporate Governance

Source: Bloomberg – September 30, 2011Note: Considers last 30 days


No shareholders’ agreement and only one class of share

No shareholders’ agreement and only one class of share

7.2 x the average

ADTV of peers

7.2 x the average

ADTV of peers

BRMALLS Multiplan Iguatemi Aliansce

46.7

9.3 6.2 4.0

14

Same Store Rent (%) IGP-M (%)

Outstanding performance in a RESILIENT BUSINESS protected against inflation


9.0% 10.6%7.0%

14.1%8.9%

Annual Growth (%)

Same Store Sales

Same Store Rent

6.5%

11.2% 10.5%9.3%

13.6%

Annual Growth (%)

4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11

8.8%

3.5%6.4% 5.1%

11.0%

16.2%13.2%

16.6%

11.8%8.7% 10.0%

8.3% 8.8%

Quarterly Growth (%)

4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11

13.4% 12.3% 12.0%9.9% 8.8% 8.6% 8.0%

10.1% 10.1% 9.7%

14.2% 14.3% 15.2%

Quarterly Growth (%)

2007 2008 2009 2010 2011

2007 2008 2009 2010 2011

15






16

Since 2007, BR MALLS acquired stakes in 36 differen t malls with a total CAPEX of R$4.3 billion

Acquired Malls

Acquired Add-on 1

Total CAPEX(R$ billion)

36

30

4.8

Equity Raised in Offerings (R$ billion)

2.4

Growth Drivers: Acquisition

Acquisition CAPEXR$ mm

NOI from Acquired Assets - 2011 (R$ billion)

0.6

Note: 1 Considers add-ons on the same malls

Entry CAP Rate

IRR

9.0% 8.5% 11.6% 9.9%

12.3% 14.4% 14.2% 13.9%

Revised IRR 14.7% 17.7% 17.5% 17.0%

9.5%

13.4%

N.A.

9.1%

13.3%

16.1%

Average

2007 2008 2009 2010 2011 Total

1,507366

232

1,301

1,369 4,775

17

NOI of Acquisitions since 2006 (R$ mm)Actual / Projected NOI


Unique turnaround track record

2008 2009 2010

134.2183.1

241.6

163.1225.6

297.221.4%23.3%

23.0%

2007 2010

40.6

65.4

Plaza Niterói

2007 2010

13.321.0

Shopping Estação

2007 2010

12.2 23.8

Campinas Shopping

2007 2010

15.5

34.0

Shopping Tamboré

+61.1%

+57.9% +95.1% +119.4%

Acquisition PriceR$550.7 mm

Acquisition PriceR$108.8 mm

2008Acquisition Price

R$155.0 mm (R$138mm NPV)Acquisition Price

R$221.5 mm

Case Studies of Major Acquisitions (NOI Evolution – R$ mm)

Projected

Actual23.2%

242.1298.3

9M11

2006 2007 2008 2009 2010

13.4%22.0% 21.0% 21.4% 22.2%

86.6%

78.0% 79.0% 78.6%77.8%

2010

11.9%5.7%4.5%

77.8%

Others

Iguatemi

Multiplan

BRMALLS

18

Main Targets

# of Malls 75

NOI (R$ billion) 1.8

Capex (R$ billion)1 18.0

3.0%17.0%6.0%

2.1

Pension Plans Top 8 competitors BRMALLSBR MALLS OutrosOthers

Total GLA - Brazil Main Targets

Acquisition Opportunities

9.4(in million of m²)

We still see a great opportunity for acquisitions i n Brazil. With the recent offering, we expect to increase our acquisition capability in ap proximately R$1.5 billion


Market Share – Ownership of Brazilian Shopping Malls

Note:1. Assumes a cap rate of 10%

19






Same Store Sales Growth (%)

20

Growth Drivers: Organic GrowthExcellent performance in current Malls

Occupancy Cost (% of sales)

Occupancy rate (%) Leasing Spread –Renewal contracts (%)

20072008

224.9 281.9

Same Mall NOI (R$ mm)

20082009

282.4 335.4

20092010

400.5 477.0

+25.4%

+19.1%

+18.8%

+23.2%

2007 2008 2009 2010 2011

9.0% 10.6%

7.0%

14.1%

8.9%

2007 2008 2009 2010 2011

9.8% 9.4% 9.7%

9.3% 10.1%

20102011

456,170562,133

2007 2008 2009 2010 2011

95.8%97.1% 97.3%

98.3%

97.6%

2007 2008 2009 2010 2011

1.0%

13.7% 13.3%

23.1% 27.9%

21




••Organic GrowthOrganic Growth


22

Growth Drivers: Developments

Solid development track record with the largest pip eline of greenfields and expansions

Total GLA (in ‘000 sqm)

Pipeline (Total GLA) 319.8 Increase of22% in Total GLA and 23% in Owned GLA

Already developed (Total GLA) 208.5

Pipeline (Owned GLA) 184.4Already developed (Owned GLA) 115.2

Capex(R$ mm)

135.7 67.2 361.3 437.1 502.6 561.0 2,064.8

2008 2009 2010 2011 2012 2013 onwards TOTAL

23.5

46.3

71.2

112.5

129.6

383.1

28.2

18.8

20.5

12.7

65.0 145.3

23.5 28.2

65.1

91.7

125.2

194.6 528.3

Expansions Greenfield

23



��Growth DriversGrowth Drivers


••Organic GrowthOrganic Growth

••Developments Developments

2006 2007 2008 2009 2010 9M10 9M11

91,059

207,039

318,999

392,583

546,437

360,495

597,833

24

Gross Revenues Breakdown (3Q’11)Net Revenues (R$ ‘000)

Financial Highlights

Growth67.3%

Parking

Services Rendered

Key Money

Others

Transfer Fee

Minimum Rent

Variable Rent

Mall & Merchandising

Rent

CAGR56.5%

14.0%

8.1%

4.3%

0.4%1.0%

55.8%

7.1%9.3%

72.1%

Gross Revenues Breakdown 3Q11

2006 2007 2008 2009 2010 9M10 9M11

73,861

171,631

287,632

362,074

485,821

320,323

530,844

Financial Highlights (Cont’d)

NOI (R$ ‘000)

Growth65.7%

25

CAGR60.2%

NOI/m² (R$ ‘000)

Growth22.8%

CAGR17.4%

2007 2008 2009 2010 9M10 9M11

55

66

76

89

79

97

Financial Highlights (Cont’d)

EBITDA (R$ ‘000)FFO (R$ ‘000)

Growth62.8%

Growth9.5%

26

CAGR63.7%

CAGR65.3%

2006 2007 2008 2009 2010 9M10 9M11

39,696

78,815

139,201

232,954

285,043

215,102 235,485

2006 2007 2008 2009 2010 9M10 9M11

57,728

140,560

240,273

319,378

431,157

292,749

476,555

Cash R$765.9 million

Gross Debt R$2.8 billion

Net Debt R$2.1 billion

Net Debt / EBITDA 2.96x

Average Yield 102.1%

Average Debt Duration 13.8 years

Average Debt Cost IGP-M + 6.92%

Notes: 1. Coupon hedge (5 years) of perpetual bond through a simple cash flow swap, exchanging our position from USD+9.75% to 109.3% of CDI for 3 years and 100.3% of CDI for 2 last years2. Assumes payment of perpetual bond on 2023

3Q11

27

Capital Structure

Net Debt / EBITDA(excluding Perps) 1.88x

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 onwards

40

135

259 270 262 262

171 165 156

10789 76

853

Debt Amortization Schedule (R$ million)

IPCA12.1%

USD

IGP-M5.3%

TJLP0.4%

CDI0.5%

TR55.0%

Debt Indexes (% of the total)

28

29

Income Class Pyramid EvolutionA Secular Trend

Population Distribution by Income Class (millions o f people)

13

66

96

A & B Class C Class D & E Class

20

95

73

31

113

59

2003 2009 2014

Growth+29m

Growth+7m

Growth+11m

Source: Political Sciences Center at FGV-Rio

Growth+18m

► A Class : over R$9,050

► B Class : R$6,941 – R$9,050

► C Class : R$1,610 – R$6,941

► D Class : R$1,008 – R$1,610

► E Class : under R$1,008

30

Source: IBGE/Goldman Sachs

Labor Market

Employment conditions continue to improve

31

Credit Market

Total Debt –to-Income Ratio in Brazil (%)

Source: Brazilian Central Bank

32

Source: Bloomberg and Brazilian Central Bank

Credit Market

Total Credit Growth (%)

5.8% 5.9% 5.8% 5.8% 5.8%5.5% 5.5%

5.3% 5.1%5.1%

5.1% 5.0% 4.9% 4.8% 4.7% 4.7% 4.7% 4.5% 4.6% 4.7% 4.7% 4.8%5.1% 5.1%

8.4% 8.3%8.1% 8.1% 8.0%

7.7%7.5%

7.2%7.0% 6.8% 6.8%

6.5% 6.3% 6.2%6.0% 6.0% 5.9% 5.7% 5.7% 5.8%

6.0% 6.1%6.4% 6.4%

3.8% 3.9% 4.0% 4.0% 3.9% 3.8% 3.8% 3.7% 3.6% 3.6% 3.7% 3.6% 3.6% 3.6% 3.5% 3.5% 3.6% 3.5% 3.6% 3.6% 3.7% 3.7% 3.8% 3.8%

Jul-09 Sep-09 Nov-09 Jan-10 Mar-10 May-10 Jul-10 Sep-10 Nov-10 Jan-11 Mar-11 May-11

Total Def

Individual Def Rate

Corporate Def Rate

33

Source: Brazilian Central Bank

Credit Market

Interest Rate and Spread (p.p.)

Default Rate (%)

34

Source: Bacen/Goldman Sachs

Credit Market

Central Bank Target Interest Rate (%)

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

10.0 12.0 14.0 16.0 18.023.0

26.032.0

36.041.6

45.550.0

58.0

64.6

71.0

87.0

35

Average Inflation (1995-2010): 6.5%

Average GDP Growth (1995-2010): 3.0%

Sales CAGR (1995-2010): 15.5%

Mexican Crisis (1994) & Asian Crisis (1997)

Russian Crisis (1998) &Real Depreciation (1999)

2002 Crisis – Lula Election

Subprime Crisis(2008 and on)

Shopping MallA Safe Harbor

Sales Performance in the Shopping Mall Sector from 1995

Source: IPEA Data and ABRASCE

► Avg. GDP Growth (95-97): 3.3%

► Avg. Inflation (95-97): 12.4%

► Avg. Interest Rate (95-97): 34.5%

► Sales Growth CAGR (95-97): 18.3%

► Avg. GDP Growth (98-00): 1.5%

► Avg. Inflation (98-00): 5.5%


► Sales Growth CAGR (98-00): 20%

► Avg. GDP Growth (03-05): 3.3%



► Sales Growth CAGR (03-05): 12%

► Avg. GDP Growth (08-09): 2.4%


► Avg. Interest Rate (08-09):11.2%

► Sales Growth (08-09): 9.9%

USA Canada Brazil

36

BrazilCanada USAMexico France

Shopping Mall Industry

Brazilian Mall industry offers strong potential for growth and expansion

GLA per 1,000 inhabitants (m²) % of Retail Sales in Shopping Malls (2010)

Source: ICSC 2010 Source: ICSC / ABRASCE

66.0%

51.0% 50.0%

28.0%

18.0%

2,180

1,290

81 49

Mexico

37

Source: Bacen/Goldman Sachs

Brazilian Mall Industry

Growth of Brazil´s shopping mall industry to continu e

Mill

ion

ofsq

m

38

Spread over BR Gov ´t Bond

Mall Companies: FFO yield x real rates

Source: Bloomberg, Goldman Sachs estimates

With an expected stablizied NOI of R$50.1 million, Shopping J ardim Sul will become one of thelargest NOI contributors for BRMALLS and was our 10 th mall in the state of São Paulo

39

BRMALLS acquired 100% ownership interest in Shopping

Jardim Sul, of which 60% were by HoldCo and 40% by Rubi

Real Estate Investment Fund, which we currently hold 100%

of the shares.

TRANSACTION OVERVIEW

Shopping Jardim Sul:

•Total GLA (m²): 30,800

• Owned GLA (m²): 30,800• Ownership Interest: 100.0%

• Number of Stores: 190• Parking Spaces: 1,350

• Investment: R$460 million• NOI BRMALLS 1 st year: R$37.9 million

• NOI BRMALLS Stab.: R$50.1 million• IRR (real and unleveraged): 11.5%

INVESTMENT The price paid for the mall was R$460 million

R$37.9 million of NOI (including service revenues) to

BRMALLS in 2012 and a stabilized NOI of R$50.1 million.

Nominal entry cap rate (2012) of 8.2% and a stabilized real

cap rate of 10.9%. The IRR of the acquisition was 11.5%, real

and unleveraged.

BRMALLS intends to distribute shares of the real estate

investment fund to retail investors in the near future raising,

through the service revenues resulting from this transaction,

the IRR above 12.5%, real and unleveraged.

BRMALLS acquired two plots of land next to the mall with a

total area of 14.3 thousand m² for R$ 30 million.

Recent Acquisition – Shopping Jardim Sul

DEAL

SUMMARY

NOI

RETURN

REAL ESTATE

FUND

MULTI-USE

POTENTIAL

Recently Opened Greenfield

40

Regional Information:

• Population: 750 thousand

• Consumption potential: R$1.5 billion per year

Mall Information:

• Landbank (m²): 112,000

• Total GLA (m²): 41,964• Owned GLA (m²): 25,178

• Leasing Status: 100.0%• Expected Opening: 4Q11

• Stabilized NOI: R$35.6 million• IRR (real and unleveraged): 16.1%

Greenfield Under Development

41


• Population: 2.4 million


Mall Information:

• Total GLA (m²): 37,051

• Owned GLA (m²): 22,230• Construction Status: 70.1%




42




Mall Information:

• Total GLA (m²): 42,885

• Owned GLA (m²): 25,731• Construction Status: 26.0%




43




Mall Information:

• Total GLA (m²): 32,601

• Owned GLA (m²): 22,820• Expected Opening: 4Q12

• Stabilized NOI: R$16.8 million


44



• Consumption potential: R$1 billion per year

Mall Information:

• Total GLA (m²): 30,000



45





Mall Information:

• Total GLA (m²): 64,238



46





Mall Information:

• Total GLA (m²): 35,320



47

Leasing Scale – Partnership Case Study

2006

Villa Lobos Villa Lobos Villa Lobos Villa Lobos Villa Lobos Villa Lobos

RecifeRecife

2007

2009

2010

2011

2008

Fashion Mall

Granja Vianna

Amazonas

Independência

Caxias do Sul

C. Grande

Piracicaba

ABC

Crystal

Uberlândia

Catuaí Maringa

Catuaí Londrina

Jardim Sul

Mooca

Recife

Fashion Mall

Amazonas

C. Grande

Recife

Fashion Mall

Caxias do Sul

Amazonas

C. Grande

Recife

Fashion Mall

Granja Vianna

Uberlândia

Caxias do Sul

Amazonas

C. Grande

Recife

Fashion Mall

Total Le Lis

Stores (3Q11)

Total Le Lis

Stores - BRMalls%

65 16 24%

Store added through the acquisition of malls

Store added through new lease

IR Contacts

Leandro Bousquet – CFO and IRO

Phone: 55 21 3138-9997

E-mail: [email protected]

Derek Tang – Coordinator

Phone: 55 21 3138-9914


Eduardo Siqueira

Phone: 55 21 3138-9980


Juliana Lamberts

Phone: 55 21 3138-9939


48

The material that follows is a presentation of general background information about BR Malls Participações S.A. and its consolidatedsubsidiaries (“BR Malls" or the "Company") as of the date of the presentation. It is information in summary form and does not purport to becomplete and is not intended to be relied upon as advice to potential investors. You should consult the offering memorandum for completeinformation about the transaction and base your investment decision on such offering memorandum.

No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness orcompleteness of the information presented or contained in this presentation. Neither the Company nor any of its affiliates, advisers orrepresentatives, accepts any responsibility whatsoever for any loss or damage arising from any information presented or contained in thispresentation. The information presented or contained in this presentation is current as of the date hereof and is subject to change without noticeand its accuracy is not guaranteed. Neither the Company nor any of its affiliates, advisers or representatives make any undertaking to updateany such information subsequent to the date hereof. This presentation should not be construed as legal, tax, investment or other advice.

Certain data in this presentation was obtained from various external data sources, and the Company has not verified such data withindependent sources. Accordingly, the Company makes no representations as to the accuracy or completeness of that data, and such datainvolves risks and uncertainties and is subject to change based on various factors.

This presentation is strictly confidential and may not be disclosed to any other person.

This presentation contains forward-looking statements. Such statements are not statements of historical facts, and reflect the beliefs andexpectations of BR Malls’ management. The words "anticipates", "wishes", "expects", "estimates", "intends", "forecasts", "plans", "predicts","projects", "targets" and similar words are intended to identify these statements. Although the Company believes that expectations andassumptions reflected in the forward-looking statements are reasonable based on information currently available to the Company'smanagement, the Company cannot guarantee future results or events. You are cautioned not to rely on forward-looking statements as actualresults could differ materially from those expressed or implied in the forward-looking statements.

Securities may not be offered or sold in the United States unless they are registered or exempt from registration under the U.S. Securities Act of1933, as amended (the “Securities Act”). Any offering of securities to be made will be made solely by means of an offering circular. Thispresentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities, and neither any partof this presentation nor any information or statement contained therein shall form the basis of or be relied upon in connection with any contractor commitment whatsoever. Any decision to purchase securities in any offering of securities of the Company should be made solely on the basisof the information contained in the offering document which may be published or distributed in due course in connection with any offering ofsecurities of the Company, if any. This presentation is being made only to investors that, by means of their attendance at this presentation,represent to the underwriters and the agents that they are “Qualified Institutional Buyers” as that term is defined in the Securities Act.

49

Disclaimer

Education

Brmalls 3 q11_eng