RNI Negócios Imobiliários S A : Notice on Related Party Transactions

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

NOTICE TO THE MARKET

RNI Negócios Imobiliários S.A. (B3: RDNI3) ("RNI" or "Company"), in compliance with Annex F to CVM Resolution 80 of March 29, 2022, as amended and in force, hereby informs its shareholders and the market the following related-party transaction described below:

I - Description of the transaction, including:

a) the parties and their relationship with the issuer

The transaction was conducted between Rodobens Urbanismo Ltda, inscribed in the corporate taxpayers register (CNPJ) under no. 15.567.099/0001-85, with head office at Avenida Francisco

das Chagas de Oliviera, no. 2500, sala 52F, Higienópolis, CEP: 15085-485, in the city of São José do Rio Preto, state of São Paulo ("Seller"), a subsidiary of the Company and GVINC PARTICIPAÇÕES E GESTÃO DE ATIVOS IMOBILIÁRIOS LTDA., a limited liability

company with CNPJ no. 52.924.850/0001-80 and head office at Avenida Bady Bassit, n°. 4717, 1º andar, sala 26, Centro, CEP 15015-700, in the city of São José do Rio Preto, state of São Paulo ("GVINC or Buyer").

GVINC is under the same control (common control) as the Company and its subsidiary, as per the definition in article 116 of Federal Law 6,404 of December 15, 1976, as amended and in force.

The transaction also included Rodobens Participações S.A, a joint stock company with headquarters at Avenida Bady Bassit, n°. 4717, Vila Imperial, CEP 15015-700, in the city of São José do Rio Preto, state of São Paulo, the parent company of both the Company and GVINC, as intervening guarantor of the transaction.

b) purpose and main terms and conditions

The transaction involves the acquisition by GVINC, of all the shares of RNI Incorporadora Imobiliária 363 Ltda, with CNPJ no. 15.567.104/0001-50, owned by Rodobens Urbanismo Ltda, both subsidiaries of Company.

In return for the sale of shares, GVINC will pay the Company sixty-six million reais (R$ 66,000,000.00) within thirty (30) days of signing the Agreement, which is why there will be inflation adjustment on the amount.

1. - If, when, how and to what extent the counterparty to the transaction, its partners or managers participated in the process:

1. of the issuer's decision regarding the transaction, describing such participation; and
2. of the negotiation of the transaction as representatives of the issuer, describing such participation.

The transaction was approved by the Board of Directors of the Company at a meeting held on March 28, 2024, with the abstention of the following directors: Waldemar Verdi Junior, Giuliano Finimundi Verdi and Milton Jorge De Miranda Hage.

It must be highlighted that the transaction was negotiated by the Executive Board of the Company without any influence from the directors of the Company who were in a position of potential conflict of interest.

1. - Detailed justification of the reasons why the management of the Company believes the transaction was conducted on an arm's length basis or expects adequate compensatory payment, informing, for example:

1. whether the issuer requested proposals, conducted any bookbuilding process or tried in any other way to conduct the transaction with third parties, explaining, if note, the reasons why it did not do so or, if yes, the procedures conducted and the results;
2. the reasons that led the issuer to carry out the transaction with a related party and not with a third party; and
3. a detailed description of the measures taken and procedures adopted to ensure the transaction was conducted on an arm's length basis.

The Company's Management understands that the transaction was conducted at an arm's length basis, given that the company's shares will be sold by the Company to GVINC for an amount above their market value, as per the valuation report duly prepared.

The Transaction is aligned with the Company's strategy of focusing on products aimed at the Minha Casa Minha Vida program, as well as on its internal process of strengthening corporate governance and reviewing internal processes in order to consolidate the business.

Finally, the Company's Management understands that this transaction represents the continuation of its process of restructuring and simplifying its operations, thereby creating value for both the Company and its shareholders.

São José do Rio Preto/SP, April 1, 2024.

FABIANO VALESE

Chief Financial and Investor Relations Officer