To the stockholders and board members of El Puerto de Liverpool, S. A. B. de C. V.

Opinion

We have audited the consolidated financial statements of El Puerto de Liverpool, S. A. B. de C. V. and its subsidiaries (the Company), which comprise the consolidated statement of financial position as of December 31, 2020, and the consolidated statements of comprehensive income, of changes in equity and of cash flows for the year then ended and the notes to the consolidated financial statements, which include significant accounting policies and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020, and its financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s “Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are independent of the Company in accordance with the Professional Code of Ethics of Mexican Institute of Public Accountants together with other requirements applicable to our audit of the consolidated financial statements in Mexico. We have fulfilled our other ethical responsibilities in accordance with those requirements and Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

Provision for credit losses

As described in Notes 3.3.2 and 8 of the financial statements, the loan portfolio for an amount of $ 39,326 million pesos originates from the financing granted by the Company to its cardholders to acquire goods and services. In accordance with the “Financial Instruments” standard (IFRS 9), the Company must periodically estimate expected credit losses, recognizing the provision for impairment based on the probability of default on payment, the severity of the loss and the exposure to default.

During our audit, we focused on the provision for credit losses mainly because it is a complex estimate, due to the impact that COVID-19 could have on the ability to pay of cardholders and, consequently, a high degree of judgment is required from management in the determination of said provision when evaluating the assumptions used in the calculation methodology. Specifically, the judgment to assess the potential impact of support programs provided to clients to defer payments, the effects on clients' risk ratings, and the increased risk of default.

In particular, we concentrated our audit efforts on: 1) the methodology used by management, 2) key input data such as portfolio segmentation by type of credit card, historical behavior of cardholders, classification of the portfolio by age, the credit behavior score (“behavior score”), the authorized credit limit, the balance receivable or capital amount at the date of calculation, and the support programs provided to clients derived from COVID- 19, and 3) the key assumptions such as: a) prospective macroeconomic factors (“forward looking”), b) the determination of a significant increase in the level of risk, and c) the application of judgment by management to incorporate into the methodology, the effects of COVID-19.

How our audit addressed the key audit matter

With the support of our systems specialists, we understood and evaluated the design and operational effectiveness of the credit cycle controls; mainly those related to the accuracy and completeness of the input data used to calculate this provision.

With the support of our valuation specialists, we evaluated that the methodology and assumptions used to calculate the provision, including the effects derived from COVID-19, were consistent with the guidelines established in IFRS 9.

Through selective tests, we collated the data key entry, as follows:

• Segmentation of the portfolio by type of credit card against the respective files.
• The historical behavior of the cardholders, the classification of the portfolio by age and the credit behavior rating (“behavior score”) against the credit system.
• The support programs provided against the credit system and requests received from clients.
• The authorized credit limit and the outstanding balance or principal amount as of December 31 against the credit system and the client’s statement of account.

Through selective testing, we evaluated the forward-looking macroeconomic factors that had a significant impact, such as the consumer confidence index, gross domestic product, and the equilibrium interbank interest rate (TIIE), and compared them against public and recognized sources in the industry in which the Company operates.

With the support of our specialists, we reprocessed the parameters and the provision for credit losses, as well as the evaluation of the significant increase in the level of risk, the prospective macroeconomic factors ("forward looking") and the probability of occurrence of the different scenarios prepared by the management.

Additionally, we evaluated the consistency of the disclosures included in the notes on the financial statements with the information provided by the management.

Recoverable value of intangible assets with indefinite life

As mentioned in Notes 1 and 14 to the consolidated financial statements, the Company performs annual tests on the recoverable value of its intangible assets with indefinite life (goodwill, brands and others).

These tests consist of comparing that the estimate of the projected cash flows for the cash generating unit (CGU) to which the intangible assets are allocated is higher than the book value of said assets.

We focused on intangible assets with indefinite lives due to the importance of their balance ($ 13,258 million as of December 31, 2020) compared to the consolidated financial statements, since the estimation of projected cash flows involves the application of significant judgments by management to determine the assumptions and premises used.

In particular, we concentrated our audit efforts on: 1) the process followed by management to identify CGUs; 2) the significant assumptions used to estimate the projected cash flows, such as: the estimated rate of growth of sales, the projected EBITDA (earnings before income tax, depreciation and amortization) , the discount rate and the terminal value, and the potential effects on the Company's activities due to COVID-19, which required the application of a greater judgment, when evaluating the impact on the projected results for each of the scenarios used.

We evaluated the analysis carried out by the Company in which Suburbia was identified as the only CGU and to which goodwill, brands and other intangible assets of indefinite life were assigned.

We evaluated the cash flow projections prepared by management in several scenarios used (base, optimistic and pessimistic), as well as the weighting that was given to each of them, and the processes used to prepare them, comparing said projections with the historical results, budgets approved by the Company's Board of Directors and market data.

We compared the actual results of the current year with the respective budget, to identify if any assumptions included in the cash flow projections could be considered overly optimistic, and external indicators regarding the future economic recovery derived from COVID-19.

We compared the key assumptions used to estimate the projected cash flows such as: the estimated sales growth rate, the projected EBITDA, the discount rate and the terminal value, in the various scenarios used when considering the potential effects on the Company's activities because of COVID-19.

With the support of our valuation experts we compared:

• The methodology used to estimate the recoverable value with that commonly used in the market for this type of assets.
• The discount rate used to discount future cash flows, with an estimated market rate considering the Company's leverage level, the expectation of leverage in the short and medium term, and the optimal level of the industry.

We discussed the sensitivity analysis with management and assessed the degree to which the assumptions need to be modified for impairment to occur.

Additionally, we evaluated the consistency of the disclosures included in the notes of the financial statements with the information provided by management.

Other Information

Management is responsible for the other information. The other information comprises the annual report presented to Comision Nacional Bancaria y de Valores (CNBV) and the annual information presented to shareholders, but does not include the consolidated financial statements and our auditor’s report thereon, which are expected to be made available to us after the date of this report.

Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information not yet received, we will issue the report required by the CNBV and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and, if required, describe the issue in our report.

Responsibilities of Management and those charged with Governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor´s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
• Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Company and subsidiaries audit. We remain solely responsible for our audit opinion.

We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicated whit them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is stated below.

PricewaterhouseCoopers, S. C.

José Luis Guzmán

Audit Partner
Mexico City, March 15, 2021