ALOS3

ALLOS S.A. is a Brazilian company in the shopping center sector, the result of a broad consolidation process that brought together three major platforms: Aliansce Shopping Centers, Sonae Sierra Brasil and brMalls Participações. The origins of the operation date back to 2003, with the creation of Cayapas Empreendimentos Imobiliários Ltda., a joint venture between Renato Feitosa Rique and the US-based General Growth Properties (GGP), which was renamed Aliansce Shopping Centers in 2005 and converted into a corporation in 2007. In parallel, the Portuguese group Sonae Sierra structured its presence in the country in 2003 through Sonae Sierra Brasil, which expanded via openings and acquisitions of stakes in various malls. Both companies went public on B3, Aliansce in 2010 (ALSC3) and Sonae Sierra in 2011 (SSBR3), consolidating themselves as important physical retail platforms. In 2019, the business combination between Aliansce Shopping and Sonae Sierra gave rise to Aliansce Sonae Shopping Centers S.A., now ALLOS, with shares traded in the Novo Mercado segment of B3 under the ticker ALOS3.

The company’s recent history has been marked by significant M&A moves and active portfolio management. After the first business combination, the company intensified the acquisition of additional stakes in strategic assets such as Shopping Taboão, Shopping Grande Rio, Shopping da Bahia and Shopping Leblon, while at the same time divesting from assets considered less aligned with its strategy or with lower value-creation potential, such as West Plaza, Santa Úrsula, Caxias Shopping, Boulevard Shopping Vila Velha, Uberlândia Shopping, Boulevard Londrina Shopping and others. In 2022, the second major business combination was announced and approved, this time with brMalls Participações S.A., following negotiations with the board of directors of the then competitor and subsequent review by CADE, which significantly increased the scale of operations and consolidated ALLOS as one of the largest shopping center platforms in Latin America.

ALLOS’s business model is centered on the real estate operation of shopping centers, with a focus on generating recurring revenue through rents and related services. The company operates across the entire value chain of the asset, from planning, development and development-stage activities to administration, leasing and day-to-day operation of the properties. The main source of revenue is the rental of commercial spaces, including lease agreements, assignment of rights of use and transfer fees, which in 2024 accounted for around 68.7% of consolidated net revenue. The operation of parking facilities, either directly or through third parties, is a second relevant source of revenue, representing approximately 20.1% of net revenue in the same year. The provision of administration services, commercialization of spaces, mall and merchandising, development and planning complements the model, accounting for 11.2% of 2024 net revenue, which underscores the integrated nature of the operation, though with a clear predominance of the real estate operation of the company’s own malls.

From an operational standpoint, ALLOS structures its activities into two major blocks: shopping center activities (rents and parking) and services. In shopping center activities, the company operates as owner or co-owner of the assets, generally through special purpose entities, real estate investment funds, consortia or “pro-indiviso” condominiums. Compensation arises from lease agreements that may combine a minimum rent and a percentage of sales, with terms, conditions and adjustments determined by market benchmarks and the sales performance of tenants. In parking operations, revenue may come from leasing areas operated by third parties or from direct operation by the company, providing an additional source of monetization of visitor traffic. In services, ALLOS leases vacant stores and mall and merchandising spaces, operates advertising panels, kiosks and stands, and offers administrative and commercial management services for third-party malls, expanding the reach of the platform without the need for direct real estate investment.

In terms of portfolio, in April 2025 ALLOS held 56 shopping centers on its platform, of which 45 with equity stakes and 11 managed for third parties. This portfolio totaled approximately 1.265 million m² of own gross leasable area and 336 thousand m² of managed GLA, spread across 16 Brazilian states and all five regions of the country. Major owned assets include large and regionally relevant malls such as NorteShopping, Shopping Tijuca, Plaza Niterói, Parque D. Pedro Shopping, Manauara Shopping, Shopping Tamboré, Shopping da Bahia, Shopping Recife, Goiânia Shopping, Shopping Leblon, Shopping Vila Velha, among others. The geographic distribution of total GLA of owned malls at the end of 2024 was relatively diversified: around 27% in the state of São Paulo, 21% in the state of Rio de Janeiro, 25% in the North and Northeast regions and 26% in other regions, which mitigates dependence on a single market and exposes the company to different regional consumption dynamics.

ALLOS’s revenue base is widely diversified among thousands of tenants, operating in segments such as apparel, footwear, food, electronics, services, entertainment and convenience. No single client accounted for more than 10% of net revenue in 2024, a typical characteristic of mature shopping center platforms, where tenant concentration risk is reduced. The company positions its malls as leaders or co-leaders in their catchment areas, prioritizing regions with high population density and strong consumption demand. The strategy includes organic expansions of existing assets, increasing stakes in ventures deemed strategic and the ongoing assessment of acquisitions and divestments, focusing on malls with higher average ticket and regional dominance.

In regulatory terms, ALLOS’s activities are framed by the legal structure governing the Brazilian real estate market, with no specific legislation for shopping centers, but with widespread use of structures such as “pro-indiviso” condominiums, special purpose entities, consortia and real estate investment funds. “Pro-indiviso” condominiums are governed by the Civil Code, with indivisible co-ownership and proportional sharing of income and expenses among co-owners. SPEs and consortia follow the Brazilian Corporation Law and related regulations, while REIFs are governed by specific legislation and by the Brazilian Securities Commission, including CVM Resolution 175 and other applicable rules. This framework enables ALLOS to structure its investments in shopping centers in a way that optimizes governance, financing and profit sharing among different institutional investors and partners.

The company has also developed initiatives related to the digital transformation of retail and the integration of physical and online channels. In 2021, it created Alsotech, a subsidiary dedicated to “phygital” solutions, in partnership with an executive who is a reference in e-commerce in the country. Alsotech offers e-commerce and marketplace platforms for tenants, designs logistics ecosystems, performs data analytics and runs corporate venture capital initiatives, with investments in startups such as Box Delivery, focused on last-mile delivery technologies, and Hubsell, a platform that integrates retailers and marketplaces. On the social and environmental front, some malls in the portfolio have structured corporate responsibility policies, with actions related to efficient water and energy consumption and waste management, as is the case of Manauara Shopping in Manaus. These initiatives are part of the broader environmental, social and governance agenda, which is gaining importance in the management of large real estate assets such as those underpinning ALLOS’s business.

ALLOS’s common shares, traded on B3 under the code ALOS3, represent an interest in an integrated real estate platform focused on shopping centers, with revenues predominantly indexed to lease contracts and indirect exposure to retail performance and household consumption. The company operates with a high average occupancy rate in its assets and seeks to capture operating and G&A synergies arising from the business combinations carried out, relying on data intelligence tools to optimize the tenant mix, increase productivity per square meter and strengthen the competitive positioning of its malls in their respective markets.