RNI Negócios Imobiliários S A : Material Fact - Disposal of Shares

RNI NEGÓCIOS IMOBILIÁRIOS S.A.

Publicly Held Company

Corporate Taxpayer ID (CNPJ/MF): 67.010.660/0001-24

Corporate Registry (NIRE): 35.300.335.210

MATERIAL FACT

A RNI NEGÓCIOS IMOBILIÁRIOS S.A ("Company"), headquartered in the city of São José do Rio Preto, State of São Paulo, at Avenida Francisco das Chagas de Oliveira, No. 2500, Higienópolis ("Company"), hereby informs the public, in accordance with the Resolution of the Brazilian Securities and Exchange Commission ("CVM") No. 44/2021, as amended, to CVM, to B3 - Brasil, Bolsa, Balcão ("B3"), and to the general market that, at a Board of Directors Meeting ("RCA") held on December 6, 2023, a Purchase and Sale Agreement was executed for the sale of the equity interests in 166 (one hundred and sixty-six) subsidiaries of the Company to GVINC PARTICIPAÇÕES E GESTÃO DE ATIVOS IMOBILIÁRIOS LTDA., a limited liability company, enrolled with CNPJ under No. 52.924.850/0001-80, headquartered in the City of São José do Rio Preto, State of São Paulo, at Avenida Bady Bassit, No. 4717, 1st floor, room 26, Centro, ZIP Code 15015-700 ("GVINC"), a related party of the Company, as it is under common control, in the capacity of the buyer. The transaction involves RODOBENS PARTICIPAÇÕES S.A, a joint-stock company headquartered in the city of São José do Rio Preto, State of São Paulo, at Avenida Bady Bassitt, No. 4717, Vila Imperial, ZIP Code 15.015-700, enrolled with CNPJ/MF under No. 56.540.776/0001-59, the controlling entity of both the Company and Gvinc, acting as the intervening guarantor of the transaction ("Contract") ("Transaction").

The Transaction will generate an amount of R$ 175,400,000.00 (one hundred and seventy-five million and four hundred thousand reais) for the Company, and the receipt of the amount will occur in accordance with the Contract, executed between the Parties, as well as in the Related- Party Transaction Notice, available for consultation on the CVM (www.cvm.gov.br) and the Company (www.ri.rni.com.br) websites.

This represents the immediate injection of capital, monetizing non-strategic assets to the business.

Finally, the management emphasizes that the deal is part of an organizational restructuring, aiming to simplify its operations, with the main objective of creating value for the Company while preserving the interests of its shareholders, especially minority shareholders, and enhancing its business expertise.

São José do Rio Preto/SP, December 07, 2023.

FABIANO VALESE

CHIEF FINANCIAL AND INVESTOR RELATIONS OFFICER