PPLA Participations Ltd. - Interim / Quarterly Report 2024

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

(A free translation of the original in Portuguese)

PPLA Participations Ltd.

Interim financial statements at

June 30, 2024

and report on review

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

(A free translation of the original in Portuguese)

Report on review of interim

financial statements

To the Management and Shareholders

PPLA Participations Ltd.

Introduction

We have reviewed the accompanying interim balance sheet of PPLA Participations Ltd. ("Company")

as at June 30, 2024 and the related statements of income, comprehensive income, the statements of

changes in shareholders' equity and cash flows for three and six-month periods then ended, and notes,

comprising material accounting policies and other explanatory information.

Management is responsible for the preparation and fair presentation of these interim financial

statements in accordance with the International Accounting Standard (IAS) 34 - "Interim Financial

Reporting", issued by the International Accounting Standards Board (IASB). Our responsibility is to

express a conclusion on this interim financial statement based on our review.

Scope of review

We conducted our review in accordance with Brazilian and International Standards on Reviews of

Interim Financial Information (NBC TR 2410 - "Review of Interim Financial Information Performed

by the Independent Auditor of the Entity", and ISRE 2410 - "Review of Interim Financial Information

Performed by the Independent Auditor of the Entity", respectively). A review of interim information

consists of making inquiries, primarily of persons responsible for financial and accounting matters,

and applying analytical and other review procedures. A review is substantially less in scope than an

audit conducted in accordance with Brazilian and International Standards on Auditing and

consequently does not enable us to obtain assurance that we would become aware of all significant

matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the

accompanying interim financial statements referred to above do not present fairly, in all

material respects, the financial position of PPLA Participations Ltd. as at June 30, 2024 and its

financial performance and cash flows for the three and six-month period then ended in accordance

with IAS 34 - "Interim Financial Reporting", issued by International Accounting Standards

Board (IASB).

PricewaterhouseCoopers Auditores Independentes Ltda., Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o

São Paulo, SP, Brasil, 04538-132

T: +55 (11) 4004-8000, www.pwc.com.br

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Emphasis of matter

Material uncertainty related to

going concern

We draw attention to Note 1 to these financial statements, which states that the Company has incurred

recurring decreases in shareholders' equity over the past few years for the reasons set out in that Note.

Management's plans for reversing this situation, are also described in Note 1, and depends on the

success of the initiatives taken by Management, through obtaining loans and capitalization, if

necessary. This situation, among others described in that Note, indicates the existence of significant

uncertainty that may cast significant doubts about the ability of the Company to continue as a going

concern. Our conclusion is not modified in respect of this matter.

São Paulo, August 14, 2024

PricewaterhouseCoopers

Auditores Independentes Ltda.

CRC 2SP000160/O-5

Fábio de Oliveira Araújo

Contador CRC 1SP241313/O-3

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Balance sheet

As of June 30, 2024, and December 31, 2023

(In thousands of reais)

Assets

Note

06/30/2024

12/31/2023

Investment entity portfolio

Amounts receivable

Total assets

515

524

968

977

Liabilities

Other liabilities

Total liabilities

515

968

Shareholders' equity

Capital stock and share premium

Other comprehensive income

Accumulated losses

1,504,802

424,134

(1,928,927)

1,504,802

424,134

(1,928,927)

Total shareholders' equity

Total liabilities and shareholders' equity

524

977

The accompanying notes are an integral part of these financial statements.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Statement of income

Periods ending June 30, 2024, and 2023

(In thousands of reais, except profit per share)

Six-months period ended

on:

Quarters ended on:

06/30/2024 06/30/2023

Note

06/30/2024

06/30/2023

Gain on investment entity portfolio measured at fair value

Administrative expenses

Other operating income

(131)

131

(600)

600

(345)

345

(1,232)

1,232

Operating profit

Profit for the period

Profit / (Loss) per share - basic and diluted (in reais)

0.0004

0.0007

The accompanying notes are an integral part of these financial statements.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Statement of comprehensive income

Periods ending June 30, 2024, and 2023

(In thousands of reais unless otherwise stated)

Six-months period ended

on:

Quarters ended on:

06/30/2024 06/30/2023

06/30/2024

06/30/2023

Profit for the period

Other comprehensive income / (loss) not to be reclassified to profit

or loss:

(1)

Movement in investments designated at fair value through other

comprehensive income

(1)

Total comprehensive income

The accompanying notes are an integral part of these financial statements.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Statement of changes in shareholders’ equity

Periods ending June 30, 2024, and 2023

(In thousands of reais unless otherwise stated)

Total

shareholders'

equity

Accumulated

losses

Capital

1,504,802

Other comprehensive income

Balance as of December 31, 2022

Profit for the period

Fair value realization of equity instrument

Balance as of June 30, 2023

424,135

(1,928,930)

(1)

424,134

1,504,802

(1,928,927)

Balance as of December 31, 2023

1,504,802

424,134

(1,928,927)

Profit for the period

Balance as of June 30, 2024

1,504,802

424,134

(1,928,927)

The accompanying notes are an integral part of these financial statements.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Statement of cash flows

Periods ending June 30, 2024, and 2023

(In thousands of reais unless otherwise stated)

Note

06/30/2024

06/30/2023

Operating activities

Profit for the period

Adjustments to the loss for the period

Loss from investment entity portfolio measured at fair value

Adjusted loss for the period

(2)

Increase in operating liabilities

Due to brokers

Other liabilities

Increase / (decrease) in cash and cash equivalents

Balance of cash and cash equivalents

At the beginning of the period

At the end of the period

453

(453)

(161)

161

Increase / (decrease) in cash and cash equivalents

The accompanying notes are an integral part of these Interim Financial Statement.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Statement of value added

Periods ending June 30, 2024, and 2023

(In thousands of reais unless otherwise stated)

Note

06/30/2024

06/30/2023

Revenues

Others

345

1,232

Inputs acquired from third parties

Third-party services

(345)

(1,232)

Gross value added

Net value added produced by the entity

Value added received from transfer

Gain on investment entity portfolio measured at fair value

Value added to distribute

Distribution of value added

Own capital remuneration

Retained earnings

The accompanying notes are an integral part of these Interim Financial Statement.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

1. Operating context

PPLA Participations Ltd. ("PPLA Participations", "Company" or “PPLAP”) was constituted as a tax

exempted Limited Liability Company under the laws of Bermuda on March 26, 2010. On December 29,

2010, the Bermuda monetary authority approved the constitution of the Company. PPLA

Participations headquarters is located at Clarendon House, 2 Church Street, HM 11, Hamilton,

Bermuda.

The Company has applied for and has been granted exemption from all forms of taxation in Bermuda

until September 30, 2035, including income, capital gains and withholding taxes. In jurisdictions other

than Bermuda, some foreign taxes will be withheld at source on dividends and certain interest

received by the Company.

PPLA Participations (together with BTG Pactual, the “Group”) have units listed on NYSE Euronext in

Amsterdam and B3 in São Paulo. Each unit issued corresponds to 1 class A shares and 2 class B shares

of PPLA Participations Ltd. All units listed and traded in Amsterdam remained wholly interchangeable

with the units in Brazil.

The Company is the sole owner of BTG Bermuda LP Holdco Ltd ("BTG Holdco") which, on December

29, 2010, received a Class C common share from BTG Pactual Management Ltd. and thus became

general partner of PPLA Investments LP. (“PPLA Investments“), previously denominated BTG

Investments LP. As a consequence of this transaction, the Company obtained the right to control the

financial and operating policies of PPLA Investments.

PPLA Investments was formed in 2008 and makes proprietary capital investments in a wide range of

financial instruments, including Merchant Banking investments in Brazil and overseas, and a variety of

financial investments in global markets.

BTG Pactual’s asset management area manages PPLA Investments’ assets and receives fees at arm’s

length.

The Management of PPLA Investments is monitoring the recurring reduction in the Company's

Shareholders' Equity over the last few years, mainly due to losses arising from negative mark-to-

market in its investment entity portfolio. Reverting the accumulated deficit situation requires a

successful implementation of Management's initiatives through loans - made between the Company

and BTG MB Investments LP (“BTG MB”) - which can be capitalized, if necessary.

Although the deficit picture portraits the existence of a relevant uncertainty that can raise questions

about the Company's operational continuity, management evaluation came to conclude, based on the

aforementioned initiatives, that PPLA Participations has the capacity to continue operating in the next

12 months.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

Loan Agreement

On June 21st, 2021 PPLAI entered into a Loan Agreement with BTG MB Investments LP ("BTG MB") in

which PPLAI approved a credit line with BTG MB with total amount to BRL750 million, to be disbursed

according to PPLAI request, on dates and amounts of the company loan installments, on the following

dates: June 21st,2021, July 9th, 2021, December 16th, 2021, 2022, December 12th, 2022 and

December 23th, 2023, with 30 months maturity, starting of June 21st, 2021 and interest rate of 117.3%

of CDI to be applied on each amount disbursed. The agreement does not have on the date of its

execution, a provision that would enable BTG MB to capitalize such credits fully or partially in the

corresponding number of shares (partnership interests) of PPLA Investments, without prejudice to any

commercial agreement to be negotiated on an arm's length basis. Simultaneously with the execution

of the Agreement, PPLA Investments requested the first disbursement to BTG MB in the amount of

approximately BRL90 million, which was made on the same date by BTG MB.

On July 9, 2021, PPLA Investments requested the second disbursement to BTG MB in the amount of

approximately BRL 160 million, which was made on the same date.

On December 16, 2021, PPLA Investments requested the third disbursement to BTG MB in the amount

of approximately BRL 116 million, which was made on the same date.

On November 13, 2023, PPLA Investments settled BRL 142 million of these loans, with cash and

resources arising from operations with financial assets at amortized cost.

The loans corresponding to this Loan Agreement are conducted within the scope of the Company's

initiatives to address its economic and financial situation and PPLA Investments' recurring capital

needs, especially considering the maturity of certain loans and other short-term liabilities.

2. Presentation of Interim Financial Statement

The interim financial statements have been prepared in accordance with international standard

IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB).

The items included in the Interim Financial Statement of each of the businesses of the Company are

measured using the currency of the primary economic environment in which the company operates

("functional currency").

The Interim Financial Statement was approved by the Management on August 14, 2024, and it

contains a true and fair view of the financial position and results of the Company.

Amendments to IAS 7 – Statement of Cash Flow and IFRS 7 – Financial Instruments: Disclosures issued

in May 2023 increasing the disclosure requirements for supplier financing agreements and their effect

on a company’s liabilities, cash flows and exposure to liquidity risk. These amendments will become

effective as of January 1, 2024. The possible impacts are being evaluated and will be completed by the

date on which the standard enters into force.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

3. Main accounting practices

a. Use of estimative

The preparation of Interim Financial Statement in conformity with IFRS requires management to make

estimates and assumptions that affect the reported balances of assets, liabilities and disclosure of

contingent assets and liabilities at the date of the Interim Financial Statement, as well as the reported

amounts of revenues and expenses during the year. These estimates are based on historical

experience and various other factors that Management believes are reasonable under the

circumstances, the results form the basis for judgments about carrying values of assets and liabilities,

which are not determined through other sources. The actual results could differ from those estimates.

b. Functional currency and presentation

The Company's functional currency is the real, since most business transactions, especially its

investments, are in this currency.

c. Cash

Cash and cash equivalents include cash, bank deposits and highly liquid short-term investments

redeemable in up to 3 months, subject to an insignificant risk of change in value.

d. Revenue and expense recognition

Net gains with financial instruments

Amounts that arise from trading activity including all gains and losses from changes in the fair

value and the interest and dividend income or expense of financial assets and liabilities held for

trading.

Interest income (expense)

Interest income (expense) is recognized as incurred, using the effective interest rate method. The

interest on financial instruments held for trading are recorded in the statement of income when

applicable.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

e. Financial instruments

This section described the accounting practices related to IFRS 9.

Recognition date

All financial assets and liabilities are initially recognized on the trading date, that is, the date on

which the entity becomes an interested party to the contractual relationship of the instrument.

This includes purchases or sales of financial assets or liabilities that require delivery of the asset

at a specified time established by regulation or market standard.

Initial recognition of financial instruments

The classification of the financial instruments at their initial recognition depends on the purpose

for which they were acquired and their characteristics. IFRS 9 classification is generally based on

the business model in which a financial asset is managed and its contractual cash flows.

Subsequently to the IFRS 9 early adoption without electing fair value option, the Company

classified its financial assets as measured at fair value through profit or loss (FVTPL), fair value

through other comprehensive income (FVOCI) with or without recycling or at amortized cost.

Derivatives financial instruments

Derivative financial instruments are recorded at fair value and held as assets when fair value is

positive and as liabilities when fair value is negative. The changes in fair value of derivatives are

recognized in the income statement “Net gains (losses) with financial instruments held for

trading”.

Financial assets and liabilities designated at fair value through profit and loss

Financial assets and liabilities classified in this category are those designed as such on initial

recognition. The designation of a financial instrument at fair value through profit or loss on initial

recognition is only possible when the following criteria is observed, and the designation of each

instrument is individually determined:

•

Designation eliminates or significantly reduces the inconsistent treatment which would occur

in the measurement of assets and liabilities or in the recognition of gains and losses

corresponding to different ways; or

Assets and liabilities are part of a group of financial assets, financial liabilities, or both, which

are managed and with their performance assessed based on the fair value, as a documented

strategy of risk or investment management; or

The financial instrument contains one (or more) embedded derivative(s), which significantly

modifies the cash flows that would otherwise be required by the agreement.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

Financial assets and liabilities at fair value through profit and loss are recorded in the balance

sheet at fair value. Changes in the fair value and earned or incurred interest are recorded in “profit

and loss”.

Financial assets measured at amortized cost

A financial asset shall be measured at amortized cost if both of the following conditions are met:

•

The financial asset is held within a business model whose objective is to hold financial assets

in order to collect contractual cash flows and.

The contractual terms of the financial asset give rise on specified dates to cash flows that are

solely payments of principal and interest on the principal amount outstanding.

After initial measurement, financial assets are measured at amortized cost using the effective

interest rate method.

Financial liabilities at amortized cost

Financial liabilities are measured at amortized cost using the effective interest rate method and

considering any discount or premium on issue and relevant costs that become part of the effective

interest rate.

Reclassifications

Financial assets are not reclassified subsequent to their initial recognition, except in the period

after the Company changes its business model for managing financial assets.

Impairment of financial assets

Under IFRS 9, at initial recognition of a debt instrument, the Company needs to project its

expected credit losses for the next 12 months and recognize it as an allowance for credit losses,

even though no losses have yet occurred.

If the Company is expecting a significant deterioration in the credit quality of its counterparty, it

should recognize an allowance equivalent to the lifetime expected credit losses of the instrument,

rather than only the 12 month expected credit losses.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

Measurement

Expected credit losses are a probability-weighted estimate of credit losses. They are measured as

follows:

•

Financial assets that are not credit-impaired at the Report date: as the present value of all cash

shortfalls (the difference between the cash flows due to the entity in accordance with the

contract and the cash flows that the Group expects to receive).

•

Financial assets that are credit-impaired at the Report date: as the difference between the

gross carrying amount and the present value of estimated future cash flows.

Undrawn loan commitments: as the present value of the difference between the contractual

cash flows that are due to the Group if the commitment is drawn down and the cash flows that

the Group expects to receive; and

•

Financial guarantee contracts: the expected payments to reimburse the holder less any

amounts that the Group expects to recover.

If the assets are no longer performing (a credit event), despite considering the expected credit losses

for the lifetime of the instrument, the Company should also recognize interest revenue based on the

net carrying amount, which means that the allowance should be accounted for on interest recognition.

The main evidence of deterioration of the credit quality of the counterparty are:

•

the significant decline in the fair value of any security for a prolonged period.

noncompliance with contract terms for delay of principal or interest.

deterioration in ability to pay and operational performance.

breach of covenants.

notable change in the performance of the counterparty market.

reduced liquidity of the asset due to financial difficulties the lender.

For impairment losses related to debt instruments through other comprehensive income, such losses

will be recognized on the consolidated statements of income against other comprehensive income in

an account called “accumulated impairment amount.” However, if in a subsequent period occur an

increase in the fair value of the financial asset that can be related to any event, the loss previously

considered will be reversed in profit and losses.

The Company is required to reduce the gross carrying amount of its financial instruments when there

is no reasonable expectation of recovering the contractual cash flows on the financial assets on its

entirety or a portion thereof.

f. Valuation of Investment entity portfolio

Within the context of IFRS 10, this entity is treated as an investment entity and therefore it is not

necessary to conduct all the procedures related to the consolidation of investees, as the exception

indicated in this rule. The objective is to earn gains through the management of portfolios and

eventual purchase and sale transactions.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

Investment entity portfolio is held at fair value with movements in fair value going through the profit

and loss account. The investments held by BTG Holdco (through BTGI) are defined as underlying

investments. These underlying investments correspond substantially to an investment in global

markets and merchant banking investments which are generally made directly or through ownership

in limited partnership funds. The merchant banking investments are comprised of equity ownerships,

loans and convertible instruments which most of the risk and return are dependent on the fair value

and characteristics of underlying equity. The Company may adjust these values if, in its view, the

values do not reflect the price which would be paid in an open and unrestricted market between

informed and prudent parties, acting at arm's length and under no compulsion to act.

Investment entity portfolio is measured according to the fair value measurement hierarchy

described below:

Level 1: Price quotations observed in active markets for the same instrument.

Level 2: Price quotations observed in active markets for instruments with similar characteristics or

based on pricing model in which the relevant parameters are based on observable active market data.

Level 3: Pricing models in which current market transactions or observable data are not available and

require a high degree of judgment and estimation. Instruments in this category have been valued using

a valuation technique where at least one input which could have a significant effect on the

instrument’s valuation is not based on observable market data. Where inputs can be observed from

market data without undue cost and effort, the observed input is used. Otherwise, the Company

determines a reasonable level for the input. The valuation models are developed internally and are

reviewed by the pricing team, which is independent from the revenue generating areas, they are

updated whenever there is evidence of events that could have affected the assets’ pricing. Investment

entity portfolio primarily includes certain limited partnership interests in private equity funds mainly

derived from our merchant banking activities and OTC derivatives which valuation depends upon

unobservable inputs. No gain or loss is recognized on the initial recognition of an investment entity

portfolio valued using a technique incorporating significant unobservable data.

Level 3 valuation assumptions

Asset

Valuation technique

Main assumptions

Market and revenue growth, profitability and

Price of recent investments; Models based on leverage expectations, discount rates, macro-

discounted cash flows or earnings; market economic assumptions such as inflation and

Private Equity Funds (unquoted

investments)

transactions (M&A) multiples.

exchange rates, risk premiums including market,

size and country risk premiums.

Counterpart

recovery rates.

Probability of default and

Derivatives

Standard models and non-bidding quoted

prices

In certain cases, data used to determine fair value may be from the different levels of the fair value

measurement hierarchy. In these cases, the financial instrument is classified in the most conservative

hierarchy in which the relevant data for the fair value assessment were used. This evaluation requires

judgment and considers specific factors of the relevant financial instruments.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

Changes in the availability of the information may result in reclassification of certain financial

instruments among the different levels of fair value measurement hierarchy.

g. Financial instruments – Offsetting

Financial assets and liabilities are presented net in the balance sheet if, and only if, there is a current

and enforceable legal right to offset the amounts recognized and if there is the intention to offset, or

to realize the asset and clear the liability simultaneously.

h. Contingent assets and liabilities

Provisions are recognized when the Company has a current obligation (legal or constructive), as the

result of a past event and it is probable that an outflow of resources which incorporates economic

benefits shall be required to settle the obligation and a reliable estimate of the amount of the

obligation can be made. The expense related to any allowance is presented in the income statement

net of any reimbursement.

The recognition, measurement and the disclosure of the assets and contingent liabilities and of the

legal are made pursuant to the criteria described below.

Contingent assets - not recognized in the Interim Financial Statement, except when there is evidence

that realization is virtually certain.

Contingent liabilities - are recognized in the Interim Financial Statement when, based on the opinion

of legal advisors and Management, the risk of loss of an action, judicial or administrative is deemed

likely, with a probable outflow of resources to settlement of the obligations and when the amounts

involved can be reasonably measured. Contingent liabilities classified as possible losses by the legal

advisors are only disclosed in explanatory notes, while those classified as remote losses are neither

provided for nor disclosed.

i. Profit allocation

The dividends are classified as liabilities when declared by the board and approved by the

Extraordinary / Ordinary General Meeting.

j. Segment information

IFRS 8 requires that operating segments are disclosed consistently with information provided to the

Company’s chief operating decision maker, who is the person or group of persons that allocates

resources to the segments and assesses their performance. Management understands the Company

has only one segment, which is related to the company’s an investment activity and so no segment

information is disclosed.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

k. Invested companies

Below is the ownership interest held by PPLA Investments in its Indirect subsidiaries:

Equity interest - %

Country

06/30/2024

12/31/2023

Indirect subsidiaries

Timber XI SPE S.A.

Timber IX Participações S.A.

Timber XII SPE S.A.

Brasil

7.76

7.77

7.84

100.00

4.40

Fazenda Corisco Participações S.A.

BTG Pactual Santa Terezinha Holding S.A.

Timber VII SPE S.A.

BTGI VII Participações S.A.

BTGI VIII Participações S.A.

Hárpia Omega Participações S.A.

Latte Saneamento e Participações S.A.

Auto Adesivos Paraná S.A.

100.00

4.40

11.17

4. Risk management

The Company’s risk management involves several levels of our management team and various policies

and strategies. The structure of the Company’s committees allows engaging the whole organization

and ensuring decisions are readily implemented.

The main committees/meetings involved in risk management activities are: (i) Management meeting,

which approves policies, defines overall limits and, alongside with the other committees, monitors the

management of our risks; (ii) Compliance Committee, which is responsible for establishing policy rules

and report potential problems related to money laundering.

a. Market risk

The Company evaluated and will continue to evaluate and measure the performance of substantially

all of its fair value investment portfolio and, therefore, there was no significant change in the risk

management structure.

b. Credit risk

The following table shows the maximum exposure of the investment entity portfolio by geographic

region:

06/30/2024

Brazil

United States

Others

Total

Assets

Cash and cash equivalents

Investment entity portfolio

Financial assets at amortized cost (i)

Total

12/31/2023

United States

Brazil

Others

Total

Assets

Investment entity portfolio

Financial assets at amortized cost (i)

Total

(i) The amount basically corresponds to loans to partners.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

The table below states the maximum exposures to credit risk of the investment entity portfolio,

classified by the counterparties’ economic activities:

06/30/2024

Private institutions

Companies

Individuals

Others

Total

Assets

Cash and cash equivalents

Investment entity portfolio

Financial assets at amortized cost

Total

12/31/2023

Private institutions

Companies

Individuals

Others

Total

Assets

Investment entity portfolio

Financial assets at amortized cost

Total

c. Liquidity analysis and risk

As of June 30, 2024, and December 31, 2023, the Company does not have any cash or cash equivalents.

And there is no fixed maturity for the discounted cash flows for the investment entity portfolio of the

Company. The following table shows the Investment entity portfolio’s liquidity position as of June 30,

2024, and December 31, 2023:

06/30/2024

Up to 90 days / No

maturity

90 to 365

days

1 to 3

years

Over 3

years

Total

Assets

Cash and cash equivalents

Investment entity portfolio

Financial assets at amortized cost

Liabilities (i)

(10)

Total

12/31/2023

Up to 90 days / No

maturity

90 to 365

days

1 to 3

years

Over 3

years

Total

Assets

Investment entity portfolio

Financial assets at amortized cost

Liabilities (i)

(9)

Total

(i)

The amounts refer basically to loans to partners.

5. Investment entity portfolio

The Interim Financial Statement of PPLA Investments (“PPLAI”) for the period ended June 30, 2024,

were reviewed by independent auditors who issued an opinion report on August 14, 2024, without

modification, presenting a section of relevant uncertainty related to operational continuity.

As of June 30, 2024, PPLA Investments' equity is BRL 340,605 (2023 – 325,109) due to results with the

investment entity portfolio. PPLA Participations marked its investment in PPLA Investments at BRL 9

on June 30, 2024 (BRL 9 – December 31, 2023), considering the percentage of interest held by the

Company of 0.003% (December 31, 2023 – 0.003%). PPLA P does not have contractual commitments

with the liabilities of its investees.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

PPLA Participations values its investments at fair value, in accordance with the accounting’s standards

of PPLA Investments.

The relevant figures of the PPLA Investments investment portfolio, as of June 30, 2024, and December

31, 2023, are presented below:

Note

06/30/2024

12/31/2023

Assets

Cash and cash equivalents

Investment entity portfolio

Investments at fair value through other comprehensive income

Financial assets at amortized cost

Other assets

(a)

(b)

(c)

(d)

22,206

647,837

5,993

28,868

6,501

610,757

13,945

25,170

947

Total

Liabilities

Derivatives

Financial liabilities at amortized cost

Other liabilities

704,911

657,320

351,200

13,106

330,847

1,364

(e)

Total

364,306

332,211

Shareholders' equity

340,605

704,911

325,109

657,320

Total liabilities and shareholders' equity

(a) Cash

This item is composed exclusively of bank deposits with immediate liquidity.

(b) Investment entity portfolio

As of June 30, 2024

Fair value

As of December 31, 2023

Fair value

Merchant Banking investments

Private equity funds ("FIP")

Subsidiaries, associates and jointly controlled entities

Others (1)

530,672

421,879

108,793

117,165

647,837

562,674

421,879

140,795

48,083

Total

610,757

(1) Includes financial assets and liabilities entered into by Company subsidiaries.

(i) Merchant Banking investments

Merchant Banking investments consist of investments, held directly or through investment

vehicles (including funds that also include third party investors), in a diversified group of portfolio

companies primarily located in Brazil. Merchant Banking investments are structured generally

through privately negotiated transactions with a view to divest in four to ten years.

As of June 30, 2024, and December 31, 2023, PPLA Investments Merchant Banking investments

corresponds to private equity and real estate investments, through FIP or other investment

vehicles, as disclosed below:

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

06/30/2024

12/31/2023

Fair

value

Merchant Banking investments

Through FIPs:

Description/Segment activity

(%) (1)

Fair value

(%) (1)

Adhesives, labels and special paper

company

Beontag

11.17%

421,878

11.17%

421,878

Through subsidiaries, associates and jointly controlled entities:

Timber XI SPE S.A.

Timber IX Participações S.A.

Timber XII SPE S.A.

BTG Pactual Santa Terezinha Holding S.A.

Fazenda Corisco Participações S.A.

Timber VII SPE S.A. (2)

Biological assets

Others

7.76%

2,454

21,497

57,121

11,542

13,980

7.77%

7.84%

2,535

14,854

55,063

10,295

12,504

43,345

2,200

Loans - Merchant Banking investments

2,200

Total

530,672

562,674

(1) The equity interest disclosed in the table above refers to the Company indirect interest.

(2) In 2024, there was a sale of all of Timber VII SPE S.A. shares. The profit from the sale was recognized in “Other comprehensive income” due to the business model that the entity

has for this asset. This event is part of the divestment process that the Company has been conducting and the receipt will subsequently occur through the vehicle that holds the asset.

Fair value Hierarchy

The summary of assets and liabilities classified in accordance with the fair value hierarchy is as follows:

06/30/2024

Level 1

Level 2

Level 3

Total

Investment entity portfolio

Merchant Banking investments

Private equity funds

Subsidiaries, associates and jointly controlled entities

Others

Total

421,878

106,594

421,878

2,200

117,165

119,365

108,794

117,165

647,837

528,472

12/31/2023

Level 1

Level 2

Level 3

Total

Investment entity portfolio

Merchant Banking investments

Private equity funds

Subsidiaries, associates and jointly controlled entities

Others

Total

2,200

48,083

50,283

421,879

138,595

421,879

140,795

48,083

560,474

610,757

PPLA Investments presents part of its investment entity portfolio as investments designated at fair

value through other comprehensive income, as described below:

As of June 30, 2024

Fair value

As of December 31, 2023

Fair value

Merchant Banking investments - FIP

5,993

13,945

Total

5,993

13,945

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

(i) Merchant banking investments - FIP

As of June 30, 2024, and December 31, 2023, PPLA Investments Merchant Banking investments

corresponds to private equity and real estate investments, through FIP, as disclosed below:

06/30/2024

12/31/2023

(%) (1) Fair value

5,831

Merchant Banking investments

Description/Segment activity

Fitness segment

Waste collection, treatment and disposal

(%) (1)

Fair value

A!Bodytech Participações S.A. (2)

15.7%

3,819

2,174

5,993

10.5%

15.7%

Latte S.A.

Others

Total

3,949

4,165

13,945

(1)

(2)

The equity interest disclosed in the table above refers to the Company indirect interest.

On June 6, 2024, there was a sale of all of Bodytech shares. This event is part of the divestment process that the Company has been conducting.

Fair value hierarchy

The summary of assets and liabilities classified in accordance with the fair value hierarchy is as follows:

06/30/2024

Level 1

Level 2

Level 3

Total

Investments at fair value through other comprehensive income

Merchant Banking investments - FIP

Total

2,174

3,819

5,993

12/31/2023

Level 2

Level 1

Level 3

Total

Investments at fair value through other comprehensive income

Merchant Banking investments - FIP

Total

4,165

9,780

13,945

(d) Financial assets at amortized cost

06/30/2024

12/31/2023

Partners (i)

28,868

25,170

Total

28,868

25,170

(i)

Loans granted by PPLA Investments are indexed to DI or SOFR, and the maturity is in general higher than one year. Loans to partners are provided in connection with the acquisition

of shares in BTG Pactual Group and are considered as related parties at PPLA Investments – note 13.

As of June 30, 2024, and December 31, 2023, the fair value attributed to the loans and receivables is

similar to its amortized cost.

(e) Fair value Hierarchy

(i) Summary of Fair Value Techniques

There was no change in fair value techniques in relation to the financial projections for the year ended

December 31, 2023.

(ii) Reclassification between levels

During the period held on June 30, 2024, and year ended December 31, 2023, there was no

reclassification between levels and fair value position.

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

6. Amounts receivable

As of June 30, 2024, the item refers entirely to amounts receivable from investees/subsidiaries, to pay

for the Company’s administrative expenses in the amount of BRL 515 (BRL 968 as of December 31,

2023).

7. Other liabilities

As of June 30, 2024, the item refers entirely to amounts payable regarding administrative expenses

from the Company's BDRs program in the amount of BRL 515 (BRL 968 as of December 31, 2023).

8. Shareholders’ equity

a. Capital

As of June 30, 2024, and December 31, 2023, the Company’s capital was comprised by the following

class of shares:

Authorized

5.000.000.000

Issued

Par value (BRL)

Voting rights

Vote per share

Class A (i)

Class B (i)

Class C

Class D

Total

938.222

Yes

10.000.000.000

1.876.444

(*)

1.000.000.000

16.000.000.001

0,0000000001

2.814.667

(*) Class C shareholders hold voting rights equivalent to ten times the total number of issued and subscribed A and D Class shares at any moment.

(i) Only class A and class B shareholders are entitled to economic benefits.

b. Dividends

The Company did not distribute dividends during the periods ended June 30, 2024, and 2023.

9. Profit / (Loss) per share

Quarters ended on:

06/30/2024 06/30/2023

Six-months period ended on:

06/30/2024 06/30/2023

Profit for the period

Weighted average per thousand shares outstanding during the period

Profit / (Loss) per share - basic and diluted (in reais)

2,815

0.0004

2,815

0.0007

10. Gain / (Loss) from investment entity portfolio measured at fair value

through profit or loss

Quarters ended on:

06/30/24 06/30/23

Six-months period ended on:

06/30/2024 06/30/2023

Gain on investment entity portfolio

Total

DocuSign Envelope ID: 1992F7BF-B392-471F-AB5F-240769C4F8EF

PPLA Participations Ltd.

Notes to the Interim Financial Statements

June 30, 2024

(In thousands of reais)

11. Administrative expenses

In the periods ended June 30, 2024, and 2023, the item is composed exclusively of custodial expenses,

due to the Company’s BDR program.

12. Other operational income

In the years ended June 30, 2024, and 2023, the item is composed exclusively of amounts regarding

reimbursed from subsidiaries.

13. Related Parties

Assets (Liabilities)

06/30/2024 12/31/2023

Revenues (Expenses)

06/30/2024 06/30/2023

Relationship

Assets

Amounts receivable

- PPLA Investments LP

Controlled entities

515

968

345

1,232

No management compensation was recorded during the periods ended June 30, 2024, and 2023.

14. Subsequent events

On December 24, 2023, a vehicle from the Company's investment entities portfolio signed definitive

documents regarding the sale of Timber VII SPE S.A. shares. On July 31, 2024, the transaction was

completed after all preceding conditions were met, including regulatory approvals.

Certificate Of Completion

Envelope Id: 1992F7BFB392471FAB5F240769C4F8EF

Subject: Complete with Docusign: FS - PPLA Participations - 2Q24 - combinado.pdf

LoS / Área: Assurance (Audit, CMAAS)

Status: Completed

Tipo de Documento: Relatórios ou Deliverables

Source Envelope:

Document Pages: 24

Signatures: 1

Initials: 0

Envelope Originator:

Certificate Pages: 8

Jacqueline Costa

AutoNav: Enabled

Avenida Brigadeiro Faria Lima, 3732, 16º e 17º

andares, Edifício Adalmiro Dellape Baptista B32, Itai

São Paulo, São Paulo 04538-132

[email protected]

EnvelopeId Stamping: Enabled

Time Zone: (UTC-03:00) Brasilia

IP Address: 18.231.224.64

Record Tracking

Status: Original

Holder: Jacqueline Costa

Location: DocuSign

14 August 2024 | 19:02

Status: Original

[email protected]

Holder: CEDOC Brasil

BR_Sao-Paulo-Arquivo-Atendimento-Team

14 August 2024 | 19:12

@pwc.com

Signer Events

Signature

Timestamp

Fábio de Oliveira Araújo

[email protected]

PwC BR

Sent: 14 August 2024 | 19:10

Viewed: 14 August 2024 | 19:10

Signed: 14 August 2024 | 19:12

Security Level: Email, Account Authentication

(None), Digital Certificate

Signature Adoption: Pre-selected Style

Using IP Address: 18.231.224.27

Signature Provider Details:

Signature Type: ICP Smart Card

Signature Issuer: AC SERASA RFB v5

Signer CPF: 27382814866

Signer Role: Partnet

Electronic Record and Signature Disclosure:

Accepted: 09 May 2022 | 17:26

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In Person Signer Events

Editor Delivery Events

Agent Delivery Events

Intermediary Delivery Events

Certified Delivery Events

Carbon Copy Events

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Timestamp

Ana Masciotro

Sent: 14 August 2024 | 19:10

[email protected]

PwC BR

Security Level: Email, Account Authentication

(None)

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

Carbon Copy Events

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Timestamp

Jacqueline Costa

[email protected]

PwC BR

Sent: 14 August 2024 | 19:12

Viewed: 14 August 2024 | 19:12

Signed: 14 August 2024 | 19:12

Security Level: Email, Account Authentication

(None)

Electronic Record and Signature Disclosure:

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Jertony Mayeski

Sent: 14 August 2024 | 19:10

[email protected]

Security Level: Email, Account Authentication

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Electronic Record and Signature Disclosure:

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Electronic Record and Signature Disclosure:

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[email protected]

PwC BR

Security Level: Email, Account Authentication

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Electronic Record and Signature Disclosure:

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Witness Events

Signature

Status

Timestamp

Timestamps

Notary Events

Envelope Summary Events

Envelope Sent

Certified Delivered

Signing Complete

Completed

Hashed/Encrypted

Security Checked

14 August 2024 | 19:10

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Payment Events

Status

Timestamps

Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 22 November 2021 | 10:57

Parties agreed to: Fábio de Oliveira Araújo

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UNANIMOUS WRITTEN RESOLUTIONS OF

BOARD OF OFFICERS OF

PPLA PARTICIPATIONS LTD.

("Company")

DELIBERAÇÕES UNÂNIMES DA

DIRETORIA EXECUTIVA DA

PPLA PARTICIPATIONS LTD.

("Companhia")

Presence and Appointment:

Presença e Indicação:

The meeting was held at Praia de Botafogo, nº 501, A reunião foi realizada na Praia de Botafogo, nº

5th Floor, in the City and State of Rio de Janeiro, 501, 5º Andar, na Cidade e Estado do Rio de

Brazil, on August 13th, 2024 at 10:30 a.m.

Janeiro, Brasil, em 13 de agosto de 2024, às 10:30

horas.

José Octavio Mendes Vita and Gustavo do Santos José Octavio Mendes Vita e Gustavo do Santos

Vaz are all of them members of the Board of Officers Vaz são todos os membros da Diretoria Executiva

of the Company. José Octavio Mendes Vita was da Companhia. José Octavio Mendes Vita foi

appointed chairman of the meeting and Gustavo do indicado como presidente e Gustavo do Santos Vaz

Santos Vaz was appointed as secretary.

foi indicada como secretário.

2. Notice:

2. Convocação:

The chairman noted that all the officers of the O presidente destacou que todos os Diretores

Company were present in person and had agreed estavam presentes pessoalmente e concordaram

to waive notice of the meeting. Accordingly, the em dispensar a convocação da reunião. Dessa

chairman declared the meeting duly constituted.

forma, o presidente declarou a reunião como

devidamente instalada.

Corporate Resolutions:

Deliberações:

DO HEREBY UNANIMOUSLY CONSENT to state OS DIRETORES CONSENTIRAM, DE FORMA

pursuant to sections V and VI, paragraph 1, article UNÂNIME, em declarar, nos termos dos incisos V e

27 of Rule No. 80, issued by the Brazilian Securities VI, parágrafo 1º, artigo 27, da Instrução Normativa

and Exchange Commission on March 29th, 2022, nº 80, editada pela Comissão de Valores Mobiliários

that:

em 29 de março de 2022, que:

(i)

have reviewed, discussed and agreed with (i) reviu, discutiu e concorda com as

the financial statements of PPLA Participations Ltd. demonstrações financeiras da PPLA Participations

for the fiscal period ended on June 30th, 2024, Ltd., relativas à data base de 30 de junho de 2024,

prepared in accordance with international elaboradas de acordo com o padrão internacional,

standards, according to pronouncements issued by conforme os pronunciamentos emitidos pelo

the International Accounting Standards Board International Accounting Standards Board (IASB); e

(IASB), and

(ii)

have reviewed, discussed and agreed with (ii)

reviu, discutiu e concorda com a opinião

the revision expressed in the independent auditors expressa na revisão dos auditores independentes

report with regards to the review of the financial sobre a revisão das demonstrações financeiras da

statements of PPLA Participations Ltd. for the fiscal PPLA Participations Ltd., relativas ao período findo

period ended on June 30th, 2024, prepared in em 30 de junho de 2024, elaboradas de acordo com

accordance with the international standards, as o

pronouncements issued by the International pronunciamentos emitidos pelo International

Accounting Standards Board (IASB). Accounting Standards Board (IASB).

padrão

internacional,

conforme

Conclusion:

Conclusão:

There being no further business, the meeting was

concluded and in witness thereof, this document

was drawn and signed as follows.

Não havendo mais assuntos, a reunião foi

concluída e em testemunho de que, este

documento foi lavrado, assino conforme segue.

August 13th, 2024.

13 de agosto de 2024.

Gustavo do Santos Vaz

- Secretary -

- Secretário -

Conformity statement pursuant to section 5:25d paragraph 2(c) of the Dutch Financial

Supervision Act (Wet op het ﬁnancieel toezicht).

As required by section 5:25d paragraph 2(c) of the Dutch Financial Supervision Act, each of the

signatories hereby conﬁrms that to the best of his knowledge:

•

the PPLA Participations Ltd. interim ﬁnancial statements for the six month period ended

30 June 2024 give a true and fair view of the assets, liabilities, ﬁnancial position and

proﬁt or loss of PPLA Participations Ltd.; and

•

the PPLA Participations Ltd. interim report for the six month period ended 30 June 2024

gives a true and fair view of the information required pursuant to section 5:25d,

paragraphs 8 and 9 of the Dutch Financial Supervision Act regarding PPLA Participations

Ltd..

August 13, 2024

Board of Oﬀicers

José Octavio Mendes Vita

Gustavo do Santos Vaz

Internal Use Only

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PPLA Participations Ltd. Interim / Quarterly Report 2024

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