Ethics and Responsibility

Materiality metrics

We have an incentive programme for all managers and senior executives. This programme is reviewed annually by the Board Committee and is renewed every three years. At the beginning of each period, individual and group targets are set in terms of return on investment, income statement and specific performance indicators, which are divided into two components: a short-term incentive and a three-year long-term incentive. This approach encompasses qualitative and quantitative variables, both internal and external to Mallplaza, in line with the company’s strategic direction.

These bonuses are calculated based on the definition of Key Performance Indicators (KPIs), which are aligned with the management of the respective departments and mainly with the company’s strategy and include sustainability criteria such as profit, EBITDA, NPS measurements, measurement of regional ESG (Environment, Social, Governance) surveys, commercial management, regional talent density and carbon footprint reduction.

Below are the annual targets and associated results for:

Regional Operational NPS: Measurement conducted to assess customer experience and loyalty.

Regional B2B: Measurement conducted to assess customer experience and loyalty.

Regional ESG Survey: Measurement conducted to assess our relations with neighbours, entrepreneurs and authorities.

At Mallplaza, we are committed to impacting one million people through our social and environmental projects by 2028. During 2024, we conducted an analysis to assess the impact of our social projects with an external consultant who is an expert in the field. One of the results of this analysis relates to the Plaza Emprende programme, whose Social Return on Investment (SROI) was measured at 2.88%.

Governance structure

At Mallplaza we are concerned about ensuring the proper functioning of our Corporate Governance, so we use as a guide and reference the G20 and OECD Corporate Governance Principles, which help us to evaluate and improve our regulatory framework.

Shareholders: Owners of our company who, among other responsibilities, appoint the members of our Board of Directors and the company’s auditors. They are responsible for approving, among other matters, the Annual Report and the Dividend Policy. If necessary, shareholders may vote by remote means.

Board of Directors: The Board of Directors of Plaza S.A. is comprised of nine members who meet at least once a month. As stipulated by law, the Board of Directors manages the company and is responsible for defining the objectives, strategies and policies of our company, as well as appointing the Chief Executive Officer and delegating to him the execution of our strategy. It also knows and controls our management through the Board of Directors’ meetings. In Mallplaza, no Director received more than 10% of negative votes in the last voting process.

Directors’ Committee: It is comprised of three members of the Board of Directors and is chaired by the Independent Director. This body meets at least once a month and its functions include examining the reports issued by the external auditors, the balance sheet and financial statements, implementation of our compliance programs and the management of the Comptroller’s Office. It is also in charge of analyzing related party transactions, reviewing the policies to be submitted to our Board of Directors for approval and the compensation systems and compensation plans of our managers and main executives of Plaza S.A. The Committee meets monthly with the internal audit area, twice a year with the external auditors, twice a year with the compliance area and once a year to review ESG issues.

General Manager: He oversees overseeing the functioning and organicity of our Corporate Governance. His role includes, among other matters, proposing objectives, strategies, and policies to our Board of Directors, as well as delegating the implementation of our strategy to the Executive Team.

Executive Team: It is made up of the main executives of our company and its function is to manage the areas that make up Mallplaza’s value chain, participating in the definition and execution of the company’s strategy.

Committees: These are working groups in which the members of our Executive Team participate to review the different strategies and agree on the steps to be taken for their execution. Without prejudice to the other working groups, the following Committees currently operate: Executive Committee, Projects Committee, Growth Committee, Investment Committee, Risk and Compliance Committee, Strategy Execution Committee, Data Governance and Information Security Committee, Sustainability Committee, Internal Controllership, Diversity and Inclusion Committee, Culture Committee, Talent Committee and Integrity Committee.

CEO Succession Planning

At Mallplaza, we hold a quarterly People Committee meeting, where we address critical organizational issues, including the succession of our top executives. In the specific case of the CEO position, the final decision is made by the Mallplaza Board of Directors, which will have all the information on potential internal executive candidates to succeed the CEO

Board accountability in ESG

The Corporate Affairs Department reports to the Mallplaza Board of Directors on sustainability matters at least annually, in line with the company’s ESG strategy. During these sessions, compliance, monitoring, and progress in the implementation of ESG commitments are analyzed, as well as their integration into the corporate strategy. In 2024, the Board of Directors will be presented with progress on the seven ESG commitments, along with action plans to strengthen their management and ensure compliance. Additionally, the results obtained in various sustainability rankings in which we participate, such as MSCI, DJSI, MERCO, and Citizen Brands, were reported, allowing for an assessment of Mallplaza’s performance in terms of sustainability and corporate reputation.

Likewise, the results of the analysis of the impact of Mallplaza’s socio-environmental investment projects conducted by an independent third party on our social projects were presented, which allowed for the establishment of more precise methodologies to measure and quantify the social impact generated. Specifically, metrics were defined to track the commitment to impact one million people by 2028. This approach ensures that environmental and social considerations are incorporated into strategic decision-making, including business planning, budget allocation, and climate risk management, reaffirming Mallplaza’s commitment to sustainable and responsible urban development.

Independence of the Board

SN: No information available (yet)

Environmental and Climate Change Policy

We seek to promote the sustainable development of our activities, reducing the adverse impact of our operation on the environment. In line with this commitment, we have an Environmental and Climate Change Policy that establishes the general principles that guide the behavior of Mallplaza and its employees in these matters. This Policy has a corporate scope, being applicable to Plaza S.A. and its subsidiaries in Chile, Peru and Colombia, and must be implemented and its compliance required to all employees.

The programs and initiatives that we implement are framed within the framework of this Policy, and cover aspects such as energy efficiency, reduction of consumption and waste, maintenance, etc.

Climate-related incentives

As part of the measures to move forward, Mallplaza defined climate-related incentives for the CEO, Senior Executives and Management. The KPI associated with meeting the regional carbon footprint reduction goal of scope 1 and 2 has a weight of 10% for the CEO and 15% for the Corporate Affairs Management and Operations Management. It is important to note that this KPI is linked to the annual monetary bonus, in addition to generating a relevant impact and forming a key part of our climate change management strategy. Mallplaza’s KPI methodology includes the cascading of goals from management, which implies that non-executive collaborators from corporate affairs and operations management include the carbon footprint KPI in their performance evaluations. Finally, within operations management, collaborators (non-executives) have compliance with regional water consumption

Climate Alignment

Beyond Falabella’s efforts, as an organization we also work actively with our NGO peers and local authorities to achieve goals of general interest, such as the fight against climate change. To this end, we are part of various initiatives and partnerships, with which we contribute to coordinated efforts to reduce and reverse impacts on the environment. The most important concerted effort in this regard is the coordinated response from the different jurisdictions in which we participate, in view of the Paris Agreement.

In Chile, the Ministry of the Environment, through the HuellaChile program, organizes voluntary efforts at the level of individual entities, but also with trade associations and other related organizations, to respond to the goals set in the Nationally Determined Contribution agreed to under the Paris Agreement. In addition to our individual participation as Mallplaza, Falabella participates in business alliances in the country committed to HuellaChile.

Mallplaza is part of the Sustainability Committee of the Santiago Chamber of Commerce. The Chamber is a registered member of the Ministry of the Environment’s HuellaChile Program, and has received recognition for its annual contributions.

Likewise, we are part of Acción Empresas, the local chapter of the WBCSD, which in addition to being a registered and recognized organization in HuellaChile, is part of a public-private alliance with the Ministries of Environment and the Production Development Corporation (or “Corfo”, under the Ministry of Economy), to collaborate in accelerating the implementation of practices to mitigate and adapt to climate change, through the Transform Climate Change Program.

Finally, the Chilean Chamber of Construction, in which Mallplaza participates, has formally expressed its interest in responding to the commitments adopted in the Paris Agreement (Fundamenta_45.pdf (cchc.cl)), which is materialized through its environmental sustainability pillar, and its contribution to the National Carbon Footprint Strategy (ficha-pilares (compromisopro.cl)).

Position on climate engagement

At Mallplaza we maintain a firm commitment to climate action and sustainability, aligning our activities and public policies with the objectives of the Paris Agreement. This commitment is reflected in our active participation in Acción Empresas, where we work on the five key sustainability criteria: nature and biodiversity, carbon neutrality, diversity and inclusion, human rights and transparency, promoting concrete measures to move towards a more sustainable and resilient development in the face of climate change. In addition, as part of our Global Compact membership, we have joined the SDG Ambition initiative, reinforcing our commitment to the Sustainable Development Goals and promoting the adoption of business practices aligned with the goal of limiting global temperature rise. These partnerships strengthen our position in favour of public policies that support a just transition to a low-carbon and more inclusive economy.

Code violations

The following table shows the complaints for the year 2024, which come from the integrity channel and other means.

Investigation Procedures

Mallplaza, on occasions, conducts investigations with the aim of clarifying facts related to non-compliance with regulations that have occurred within or related to it, and to determine possible responsibilities. These investigations are conducted in a responsible manner, respecting the rights of employees from the perspective of labour law and due process.

When a complaint is received by the Ethics Management, it is referred to the Company’s Compliance Officer who assigns the case to a specially trained investigator. This investigation is confidential, impartial, professional, legal and gender-sensitive. Once the investigation is completed, the investigator issues a report for consideration by the Integrity Committee, which determines corrective disciplinary actions to be implemented.

Risk Management

In Mallplaza, the Risk Management Deputy Manager is the one who implements the Risk Management process, ensuring the correct identification and registration of such Risks, and the associated controls, in the respective matrices. It also monitors the Risks and controls on a continuous and timely basis, proposing improvements if necessary. On the other hand, it communicates the Risks materialized and/or that exceed the limits in the defined thresholds, as well as those cases in which it does not have the resources to execute its responsibilities. Based on the above, it develops an annual work plan for Risk Management; requests its approval by the Risk and Compliance Committee; and presents the progress of its execution to the latter committee.

In this way, it also identifies the training and dissemination needs for an adequate Risk Management, together with the execution of training programs that allow process owners to understand and apply their responsibilities in Risk Management. It should be noted that this Deputy Manager reports directly to the Corporate Administration and Finance Management, and the performance of risk management is monitored and audited by the Comptroller’s Office, which reports directly to the Directors’ Committee.

It is important to mention that Mallplaza’s directors’ committee is responsible for overseeing risk management and KRIs, which are reported by the Risk and Compliance Committee.

For more details see the Integrated Risk Management Policy in Documents

Risk review

Mallplaza has a comprehensive risk management model embodied in a procedure, which responds to the guidelines established in the Comprehensive Risk Management Policy approved by its Board of Directors and allows the organization to deal with risks in a structured manner. In this context, a risk assessment and evaluation scheme has been established that considers both the probability of a risk materializing over time with its respective evaluation scale, ranging from a “remote” possibility to an “almost certain” possibility. On the other hand, the possible impact that could be caused by the materialization of these risks is addressed, considering different fronts, such as: effects on people, sanctions/convictions for transgressions associated with regulatory non-compliance, damage to business operations, financial losses and/or damage to the environment. For the categorization of the impact, a scale ranging from a “low” to a “serious” level is considered, depending on the associated severity.

Two of the evaluated risks are detailed below:

• Operational Risks:
We are exposed to incur risks that may have a direct impact on people and physical assets. We operate with a significant number of physical facilities necessary for the conduct of our business, which are exposed to the occurrence of internal or external events that could cause possible harm to people (business partners, visitors, customers, internal collaborators, external suppliers, contractors, among others) and/or damage our operations, such as: fires; natural disasters (floods, earthquakes, excessive rains); assaults; looting and violent demonstrations; among others.

The probability and inherent impact of this risk (before considering controls/mitigators), has been evaluated by Mallplaza’s top executives, being the risk led by the Regional Operations Manager, using the risk assessment and evaluation scheme described above.

Scope of impact: Regional scope with the potential to severely affect the operation of our urban centers and could also generate a financial and reputational impact.

Management and/or Mitigation: Compliance with our defined standards for construction and physical safety, such as anti-seismic systems, fire protection, crisis management manual, infrastructure, and safety technology. We mitigate the risks associated with the direct impact on people through timely identification and elimination of hazards in our operations, based on an occupational health and safety program.

We have an equipment maintenance plan whose compliance and results are permanently monitored to ensure optimal performance. With regard to the impact on our assets, this management is outsourced through first class insurance companies, with the contracting of insurance policies that cover our operating risks of investment properties (urban centers in operation and under construction) and the associated income flows.

• Credit/collection risks:
We may be affected by a deterioration in the credit quality of our business partners. We are exposed to credit risk in the event that our business partners, customers or other counterparties do not comply with their contractual payment obligations stipulated in lease agreements.

Scope of impact: Regional scope with the potential to severely affect us with a financial loss and could even cause Mallplaza to be unable to respond to its commitments with third parties.

The probability and inherent impact of this risk (before considering controls/mitigators), has been evaluated by Mallplaza’s front line executives, being this risk led by the Regional Manager of Administration and Finance, using the risk assessment and evaluation scheme described above.

Management and/or Mitigation: We have a diversified portfolio of customers together with guarantees to cover our bad debt risks. Debtors are presented at net value, i.e., reduced by the allowance for doubtful accounts. We have a centralized process for the risk assessment of our potential customers, governed by our commercial risk policies and risk analysis procedure, which allows us to determine a classification for each of them, to generate a subsequent follow-up once they enter into operation within our urban centers.

Based on the results of the respective evaluations, our commercial policies establish the definition of a “guarantee constitution” to be covered by our commercial partners, which will be activated in the event of non-compliance with their credit commitments.

To determine the risk appetite, Mallplaza has used the methodology that adjusts to the guidelines of its majority shareholder Desarrollos Inmobiliarios SpA, a subsidiary of Falabella S.A. This methodology considers qualitative aspects associated with the possible impact that the materialization of a risk could cause, either on people, operational continuity, the environment, reputational damage, among other aspects. On the other hand, it considers quantitative aspects associated with financial losses with a maximum of materiality determined by considering a percentage of Mallplaza’s real estate assets, since it is its most representative asset given the line of business.

Exposure to risks

In Mallplaza the exposure to high level risk is reviewed annually based on a planning previously agreed with the leaders belonging to the first line of defense. The result of this review is monitored through a panel of risk indicators and reported to the Risk and Compliance Committee and, subsequently, to the Directors’ Committee.

Risk management process

Internal audit
During 2024, the Risk Management and Internal Controls area conducted a comprehensive review of its methodological framework and work plan, aligned with the international ISO 31000 and COSO ERM frameworks. Methodologies were updated, and processes for identifying, assessing, monitoring, and reporting strategic, operational, technological, regulatory, and reputational risks were strengthened for fiscal year 2025. The diagnosis and its main conclusions were presented to the General Manager and the Board of Directors as part of the formal oversight process. Additionally, external firms conducted assessments and issued gap reports related to sections 302 and 404 of the SOX Act, as well as the BIA (Business Impact Analysis) and the RIA (Risk Impact Assessment).

The Internal Audit function, which reports directly to the Board of Directors, is planning to include audits of risk management processes in its 2026 Annual Audit Plan. These audits will be designed using a risk-based approach and in accordance with the International Standards on Internal Auditing (IIA), with the aim of contributing to the continuous improvement and objectivity of the risk management system.

Board training on risk management

During the 2024 financial year, Plaza S.A.’s non-executive directors participated in an annual training session, which included a specific one-hour module entitled “The Role of the Board in the Face of New Challenges in Risk Management,” delivered by Deloitte. This specialized training is held annually and is part of the group’s strategy to strengthen the Board’s oversight and informed decision-making capacity regarding risk.

Inclusion of risk factors

The risk factors associated with the development of new products and services are assessed as part of Mallplaza’s Comprehensive Risk Management Program. These analyses consider defined criteria for financial, political-economic, regulatory, operational, and reputational risk and are integrated into the company’s strategic risk assessment and monitoring process, including the risks of “Uncertain Political and Economic Scenario” and “Financial,” with inherent and residual risk analysis and monitoring through key performance indicators (KRIs).

Emerging risks

Growing impact of artificial intelligence (AI) on data management and privacy
It is an emerging risk that has become relevant due to the accelerated adoption of AI in business processes due to the increase in regulations regarding privacy and ethical use of data. Its impact will continue to grow as AI applications expand and regulatory frameworks are strengthened globally and locally.

The incorporation of AI-based solutions in different processes and services involves the processing of large volumes of data, including personal and sensitive data. This generates risks associated with privacy, information security and regulatory compliance, which can affect customer trust and corporate reputation.

The potential impact of this risk is high and long-term, as it can lead to regulatory sanctions, loss of customer confidence and reputational damage. The source of this risk is external, in view of evolving technology, regulatory changes and societal expectations.

To address this risk, the company has enhanced the development of policies for the ethical use of AI, the strengthening of privacy and data security safeguards, the implementation of specific operational controls, the proactive monitoring of regulatory trends, and internal training on responsible data management in AI environments.

Growing impact of artificial intelligence on operational resilience and business continuity
It is an emerging risk linked to the increasing reliance on AI-based systems in critical processes. Its importance has increased due to the rapid expansion of these technologies and their integration into key operations. The potential impact will grow as this reliance deepens and risks associated with cybersecurity, systemic failures or technological disruptions evolve.

The adoption of AI in key operational processes introduces risks to the continuity and resilience of operations, in case of failures, algorithmic biases, technological disruptions or cyber attacks. It also requires adequate governance to ensure that AI strengthens, and does not compromise, the robustness of delivered services.

The potential impact of this risk is high and long-term, as it can lead to operational disruptions, disruption of service quality and loss of competitiveness. The source of this risk is external, in view of the speed of technological change, emerging cybersecurity risks, and increasing reliance on AI-based solutions.

In order to mitigate this risk, the company has established a governance framework for AI, creating a clear definition of roles and responsibilities, implementing resilience testing and strengthening cybersecurity controls. In addition, the company maintains an ongoing assessment of the operational impact of new AI-based solutions by developing internal capabilities in technology risk management.

Strategy

Mallplaza’s cybersecurity strategy is based on the corporate implemented model, which is based on the NIST cybersecurity framework, which contemplates: 1. Timely Identification; 2. This allows us to proactively identify potential risks to the main information assets, making it possible to establish preventive controls and monitor their effectiveness. The implementation of this framework includes a set of platforms and services for monitoring and security controls, which allow us to address in a preventive and corrective manner the different harmful actions detected in the ecosystem.

Governance

The Corporate Administration and Finance Management is responsible for cybersecurity. The Regional Technology Management reports to the Corporate Management. Both departments report indirectly to Falabella’s Corporate CISO. This CISO reports to Falabella’s IT Manager, who in turn reports to Falabella’s CEO. Additionally, there is an internal structure of Information Security and Cybersecurity Committees that report KRI’s to the Risk and Compliance Committee that operates on a quarterly basis and is chaired by the CEO of Mallplaza. These indicators are also monitored indirectly by the Corporate Risk Committee of Falabella Holding which reports directly to the CEO of the group.

The Product, Data & Technology Management at Mallplaza identifies, promotes and deploys new services, based on digital technology, to deliver to business partners, customers and the business a superior experience in terms of ease, satisfaction and cybersecurity.

Cybersecurity Management

Mallplaza has established a robust cybersecurity management programme, aligned with international best practices, to safeguard its information systems and respond effectively to threats.

The second line of defence is made up of a specialised team led by the BISO, reporting directly to the holding company’s corporate CISO. This team, made up of three professionals, has the mission of supervising the implementation and effectiveness of technological security controls throughout the organisation.

As a reference framework, Mallplaza uses the NIST Cybersecurity Framework standard, on which more than 50 key performance indicators have been defined, distributed in the five functions of the framework: Identification, Protection, Detection, Response and Recovery. These indicators are monitored on a monthly basis, with targets of over 90%, and form part of the reports presented to the Risk Committee and the Board of Directors.

Control activities include, among others: system testing, phishing exercises, patch management, vulnerability management, network monitoring, endpoint protection, and data loss prevention (DLP) controls.

In addition, the third line of defence (Internal Audit) has resources dedicated specifically to the technology area. This unit executes an annual audit plan approved by the Board of Directors, which includes periodic reviews considering the Security area. In 2024, five technological audits were carried out, including critical information security components. This comprehensive approach ensures a continuous assessment of the company’s cybersecurity posture, strengthening its ability to prevent, detect and respond to emerging threats.

Tax reporting

To contribute to the advancement of our industry, we are members of various trade associations that represent the interests of the sector and advocate for the best economic policies and conditions to ensure that the right conditions of operation are in place to allow shopping malls to thrive as places of commerce, recreation and other services.

The contributions made to the Chambers and Associations of Shopping Centres are a strategic decision, as we align and share best practices for the benefit of shopping centres, as well as discuss issues that affect the entire industry. The amount contributed to these organisations in 2024 corresponds to $197,296,731 for Chile, $11,893,668 (CLP) for Colombia and $49,255,521 (CLP) for Peru, totalling $258,445,920 (CLP).

The Colombian Applications and Innovation Guild (GAIC) is an organisation that brings together companies and professionals dedicated to the development and implementation of technological applications and innovative solutions in the country. Its main objective is to promote cooperation among its members, encourage the adoption of new technologies and represent the interests of the sector before the authorities and other entities. The amount contributed to this organisation in 2024 was $15,765,120 (CLP).

Comunidad Portuaria de Antofagasta (COPA) is a non-profit organisation whose aim is to articulate all the actors of the logistics chains and the maritime port sector, to work together with the community and bring the world of the sea closer to the citizens. Its mission is to lead and represent the logistics sector of COPA associates through the generation of training, links, strategic information, indicators and best practices that allow the Port of Antofagasta to be the most competitive in the North of Chile under a harmonious relationship with the city of Antofagasta. Mallplaza, as a concessionaire and as a complementary activity to the Port of Antofagasta, is a founding member of COPA. The amount contributed to this organisation in 2024 was $8,500,110 (CLP).

Supplier Management

At Mallplaza, we understand that suppliers are fundamental to the value we offer to our visitors and local communities. We establish relationships based on transparency, efficiency and compliance with legal regulations and seek opportunities for innovation and sustainable growth.

We promote the procurement and contracting of goods and services with the desired quality and at competitive prices. All this, to guarantee a safe operation, incorporating sustainability guidelines and adequate risk management.

At Mallplaza we evaluate all our suppliers that participate in the Request for Proposals Process to identify possible risks, evaluating the referential risk line and sustainability. The sustainability evaluation addresses variables such as: environmental management certifications, policies (waste, use of materials, ethics, gender diversity, disability, and supplier relations) and programs (benefits and training). In addition, financial variables such as balance sheets and income statements, compliance, health and safety of its workers and risk centers are also considered. The score obtained from the sustainability evaluation has a 3% impact on the offer submitted by the supplier at the time of defining the award.

It should be noted that, in the case of accident and accident rate items, if the risk detected is high according to the respective industries to which the supplier belongs, due to standards and regulatory issues, the supplier will be blocked in the system, as this has the potential to affect any project or work being developed, which is defined according to the procedure with the supplier evaluation committee

The evaluations are performed by the supplier evaluation analyst requesting the necessary backup information to evaluate the different points regarding the various categories of suppliers. These evaluations are valid for a period of one year; therefore, after this period, suppliers must be reevaluated in order to be eligible to participate again in a Request for Proposal Process. Suppliers that have any non-compliance in their evaluation or re-evaluation must solve it as soon as possible in order to be able to finalize the process, and subsequently participate in any process.

On the other hand, since our processes are regional, some variables considered in supplier evaluations are adjusted to the reality of each of the countries where we are present (Chile, Peru and Colombia), such as the applicable regulations. Regarding buyers and/or internal stakeholders of Mallplaza, we have a purchasing procedure, which is required to be reviewed by the positions that apply to them, where the considerations and stages associated with the purchasing process are stipulated. This procedure is linked to the supplier evaluation procedure, which allows us to ensure compliance with the correct development of this process. In addition, it is stipulated that, over certain amounts already defined in the purchasing procedure, the request must be submitted to the Board of Directors for approval and subsequent awarding of the respective supplier.

Supplier ESG programme monitoring

With regard to Mallplaza’s buyers and/or internal stakeholders, we have a purchasing procedure, which must be reviewed by the corresponding positions, and which stipulates the considerations and stages of the purchasing process. This procedure is linked to the supplier evaluation procedure, which allows us to guarantee the correct development of this process. In addition, it stipulates that, above certain amounts already defined in the procurement procedure, the request must be submitted to the Board of Directors for approval and subsequent award to the relevant supplier. The Board of Directors reviews the RFP process, making enquiries about the proposed supplier to be awarded. On occasion, they request a different award distribution, leaving the service in the hands of more suppliers.

Training in the purchasing area

With regard to the company’s buyers, we have various internal training sessions on Mallplaza’s purchasing procedures, in addition to webinars on corruption in the supply chain and on the risk of mismanaged suppliers. Finally, we also have a Course on Sustainability in the Supply Chain that aims to train the company’s purchasing teams on this topic.