On Friday, October 23, 2026, ALLOS S.A. (ALOS3) entered into sale and purchase commitments for stakes in seven malls from its portfolio with the real estate fund Kinea ALLOS Malls FII (KAML11), at an average cap rate of around 9.5%, based on the 2025 NOI of the assets. The malls included in the so‑called Target Portfolio are: Shopping Metrô Santa Cruz (49.5% to 70.0%), Caxias Shopping (41.0% to 65.0%), Bangu Shopping (8.0% to 18.0%), Shopping Parangaba (20.0% to 29.0%), Plaza Sul Shopping (9.0% to 22.0%), Shopping Villa Lobos (6.5% to 12.0%) and Shopping Tamboré (5.0% to 7.0%).
The acquisition of the Target Portfolio by the KAML11 Fund is subject to a minimum fundraising of R$ 600 million in a public offering of shares of the fund’s first issuance, which began on October 22, 2026, and may reach up to R$ 1 billion if the maximum amount is placed. The effective percentage of each asset to be sold will be defined based on the final amount raised.
The purchase price will be paid to ALLOS in two parts: 80% in cash, after the closing of the share offering, and 20% in installments, in three equal installments maturing in 24, 36 and 48 months. ALLOS intends to hold up to a 24% stake in the KAML11 Fund, subject to the allocation procedures and, if applicable, the offering’s apportionment. The company’s shareholders with a position on October 22, 2026, after the market close, will have priority allocation in the offering, as set forth in the final prospectus.
Initially, a subsidiary of ALLOS will act as real estate advisor to the KAML11 Fund and, after being approved as an asset manager, will become the fund’s co‑manager together with Kinea. ALLOS will remain the administrator of the malls and may remain a direct co‑owner of part of the assets. The KAML11 Fund will have a right of first offer over stakes in shopping centers in ALLOS’s portfolio and the right to participate jointly with the company or with Kinea in new acquisitions of real estate assets used for shopping centers, subject to exceptions.
ALLOS and Kinea will assume non‑compete obligations in the management and advisory of real estate funds focused on shopping centers, and ALLOS will be subject to a 6‑month lock‑up for trading KAML11 Fund shares. According to the company, this new business vertical, arising from the partnership with Kinea and with exclusivity in the co‑management of real estate funds for shopping centers, opens a new growth cycle, generates recurring revenues from asset and fund management, and creates opportunities for portfolio management and joint acquisitions, without changing the current shareholder remuneration strategy. The completion of the transaction is still subject to the minimum fundraising in the offering and other customary precedent conditions for transactions of this type.
