BMIN3

Banco Mercantil de Investimentos S.A. traces its origins to Banco Campina Grande de Investimento S.A., incorporated on February 6, 1971, in Rio de Janeiro, from the merger of three credit, financing, and investment institutions: Rique S.A., RIOCRET – Crédito, Financiamento e Investimentos do Rio S.A., and Nordestina S.A. – Crédito, Financiamento e Investimentos. In 1972, this bank was acquired by Banco Mercantil de Minas Gerais S.A., now Banco Mercantil do Brasil S.A., which became its controlling shareholder, transferred its headquarters to Belo Horizonte, and changed its corporate name to Banco Mercantil de Investimentos S.A. As of April 1973, it began operating under the management of its controlling shareholder, focusing on equity participation and medium- and long-term financing operations, portfolio management of securities, and other activities typical of the segment, always in compliance with the legal and regulatory rules of the financial system. In 1977, it obtained its publicly held company registration from the Brazilian Securities and Exchange Commission (CVM), and since then its shares, including tickers BMIN3 and BMIN4, have been traded on B3 S.A. – Brasil, Bolsa, Balcão.

Over the following decades, Banco Mercantil de Investimentos went through capital increases and reached its operational peak in the 2000s. From then on, as a strategic decision, it began to operate in an integrated manner with its parent company, Banco Mercantil do Brasil, which has a long-standing presence in the national financial system. This integration allows BMI to draw on various portfolios of the group, including commercial, investment, credit and financing, leasing, and real estate credit. Currently, the company focuses its efforts on building an internal team with a specialized technical profile, capable of executing the business plan in its strategic fronts, as well as improving its governance structure and internal policies. In parallel, it seeks mandates for mergers and acquisitions in sectors considered strategic and aligned with its expertise, reinforcing its positioning as an investment bank focused on structured capital markets solutions.

The main activity of Banco Mercantil de Investimentos is the offering of structured capital markets products, combined with advisory services for mergers and acquisitions (M&A) and corporate finance transactions, operating throughout Brazil and across various sectors of the economy. The institution is fully equipped to structure operations typical of investment banks, such as Agribusiness (CRA) and Real Estate (CRI) Receivables Certificates, investment funds (FIP, FII, FIDC), securitizations, and securities offerings, including debentures and promissory notes. In the fiscal year ended December 31, 2024, most of the company’s net revenue came from the result of transactions with securities, which accounted for 88.72% of revenue (R$ 8,179 thousand), while credit operations represented 3.00% (R$ 290 thousand) and service revenue totaled R$ 562 thousand. BMIN3 and BMIN4 shares reflect this business model, which is strongly anchored in financial intermediation and the structuring of capital markets transactions.

From an operational standpoint, BMI organizes its activities into three main pillars: structured debt (DCM), M&A, and corporate finance. In DCM, the focus is on structuring and distributing debentures and receivables certificates (CRA and CRI), especially for the agribusiness and real estate sectors. The institution has already acted as lead coordinator in debenture offerings with restricted efforts, as well as in CRI and CRA issuances, and also as a special participant in the distribution of these securities. In the M&A area, the bank conducts full company and sector valuations, advises on the search for new partners, capital restructuring, IPOs, or the total or partial sale of equity stakes. In corporate finance, it focuses on structured financing linked to future market transactions, with emphasis on bridge loans, providing support for expansion projects, debt restructuring, and corporate reorganizations.

The distribution of structured products by Banco Mercantil de Investimentos is supported by the extensive branch network of its parent company, allowing access to a broad investor base. The institution operates with a lean and efficient structure, maintaining an office in São Paulo to remain close to companies and institutional investors. Its operating model prioritizes the placement of securities in the market, without focusing on holding these assets in its own portfolio beyond legal terms, directing most offerings to institutional investors. In its securities transactions, the bank allocates its own cash availability with the parent company, predominantly in interbank operations, which explains the significant weight of this line in the composition of its financial intermediation revenue. Credit operations, in turn, are carried out in Brazil and focus on working capital loans and corporate credit transactions generally linked to capital markets mandates.

In the competitive environment, BMI operates in a specific niche of the investment banking market in Brazil. In working capital credit, as of December 31, 2024, the bank held a 0.016% market share, competing with investment banks linked to major commercial banks, such as Bradesco BBI, Itaú BBA, Banco Santander, and Banco do Brasil, as well as foreign institutions. Competition is described as intense, especially due to the ability of large banks to offer more competitive rates. In capital markets, Banco Mercantil de Investimentos focuses on transactions that generally do not reach the volumes that would justify the involvement of the large investment houses, serving smaller companies that are well positioned in their segments, with good governance and liquidity, which often do not have access to long-term funding instruments. Initially, the focus was on the parent company’s client base, gradually expanding to other states and sectors where deficiencies were identified in the service provided by traditional investment banks.

Banco Mercantil de Investimentos is a financial institution regulated by the Central Bank of Brazil, which granted its operating license on April 9, 1973, and since then has maintained a relationship with the monetary authority considered adequate, with no records of situations that would jeopardize its activities. As a publicly held company, it is also subject to the rules of the Brazilian Securities and Exchange Commission, which granted its registration on July 20, 1977. The company’s activities are restricted to the Brazilian territory, with no revenue from countries other than Brazil. From the customer standpoint, the institution reports no significant concentrations, with no client accounting for more than 10% of net revenue in 2024, which suggests a relatively diversified business portfolio. As for operational dependence, BMI makes extensive use of the parent company’s infrastructure and does not show relevant dependence on specific suppliers, although it adopts supplier assessment criteria that consider price, term, quality, and social and environmental aspects.

Regarding environmental, social, and governance (ESG) practices, Banco Mercantil de Investimentos follows the guidelines of the Mercantil Group, which maintains a Social, Environmental, and Climate Responsibility Policy (PRSAC), in compliance with CMN Resolution 4,945/21 and Febraban guidelines. This policy guides business conduct with a focus on social, environmental, and climate risk, covering topics such as ethical conduct, a whistleblowing channel managed by an independent company, people management aligned with labor legislation, and the promotion of an inclusive work environment that values diversity. In the environmental field, despite the low direct impact of banking activities, the group manages water and energy consumption, implements selective paper collection and proper disposal of light bulbs and electronic equipment, and promotes internal awareness initiatives. ESG information is disclosed in an annual report prepared based on Global Reporting Initiative (GRI) concepts, available on the investor relations website and at the CVM, although there is no reference to specific independent assurance regarding these data.

For individual investors interested in BMIN3 and BMIN4 shares, it is important to note that Banco Mercantil de Investimentos positions itself as a niche investment bank, integrated into a traditional financial group and focused on structured capital markets products, M&A transactions, and corporate credit associated with future deals. Its operations are concentrated in Brazil, with a strong weight of revenue from securities, exposure to credit cycles and capital market dynamics, and a presence in a competitive environment dominated by large banks, but with identified opportunities in smaller client segments and deal sizes that are not fully served by the main market players.