General Shopping e Outlets do Brasil S.A. is a Brazilian company focused on the development, ownership, and management of shopping centers and outlet centers, with common shares traded on B3 under the ticker GSHP3. The company was incorporated in 2007 to consolidate, under a single corporate structure, stakes in several retail projects and service providers to shopping centers that had been developed since the late 1980s in the Guarulhos region, in São Paulo. Its operating origins date back to the opening of Poli Shopping Guarulhos in 1989, followed by the launch of Internacional Shopping Guarulhos in 1998, marking the more structured entry of its former controlling shareholders into the shopping center segment. From this base, the company went through an intense cycle of acquisitions, expansions, and new projects throughout the 2000s, consolidating a diversified portfolio of retail developments. In 2007, it carried out an initial public offering of shares, joining what was then B3’s Novo Mercado segment and raising funds to accelerate its growth plan in the shopping center sector.

General Shopping e Outlets do Brasil’s business model is centered on the economic exploitation of retail-oriented real estate assets, through the leasing of space in shopping centers and outlets and the provision of services associated with the operation of these developments. The company acts both as an owner of stakes in shopping centers and as manager of its own and third-party projects. Revenue comes mainly from rents charged to tenants (fixed rent and percentage rent based on sales) and from services for condominium management, parking, electricity, and water. In 2024, consolidated net revenue totaled approximately R$ 180.5 million, around R$ 56.3 million of which came from rent and R$ 124.2 million from services, highlighting the growing importance of the services component in the company’s revenue mix.

The leasing of space in shopping centers and outlets follows the usual market practice, with contracts of approximately five years in which tenants pay the higher of fixed rent or percentage rent tied to sales performance. The fixed rent amount varies according to store area, its location within the mall, and the tenant’s business segment. In addition to rents, General Shopping e Outlets do Brasil generates mall & merchandising revenue by monetizing common areas with kiosks and media for product and brand advertising, and by charging consumers for parking. Common expenses are shared among tenants through condominium charges and contributions to promotional funds. The company also performs monthly monitoring of tenant sales in certain projects, using this information as an audit and performance management tool, which helps ensure control and accuracy in charging percentage rents.

On the services side, General Shopping e Outlets do Brasil manages the shopping centers in which it holds interests, as well as third-party developments, providing condominium management and operating complementary activities essential to the functioning of shopping centers. Through specialized subsidiaries, the company operates parking facilities integrated with the malls, planning, implementing, and managing parking spaces and vehicle flows in line with the specifics of each asset. Its activities also extend to the planning, implementation, and operation of electricity and water supply systems, including economic feasibility studies, assessment of supply alternatives, equipment installation, and operational management. These solutions are provided by subsidiaries such as Energy, focused on power, and Wass, dedicated to water supply, and cover developments such as Internacional Auto Shopping Guarulhos, Shopping Bonsucesso, several Outlet Premium projects, and other shopping centers in the group’s portfolio.

General Shopping e Outlets do Brasil’s real estate portfolio is made up of different shopping center formats and, notably, outlet centers distributed across several regions of the country. As of December 31, 2024, the company managed 16 developments with a total gross leasable area of 319,816 m², of which 298,910 m² corresponded to shopping centers and 82,278 m² represented its own GLA, considering the company’s ownership interests in each asset. The portfolio includes projects such as Poli Shopping Guarulhos, Auto Shopping, Cascavel JL Shopping, Shopping do Vale, Unimart Shopping Campinas, Parque Shopping Barueri, Parque Shopping Maia, Shopping Bonsucesso, and several outlets under the Outlet Premium brand, located in São Paulo, Brasília (Alexânia), Salvador, Rio de Janeiro (Duque de Caxias), Fortaleza, Greater São Paulo (Itaquaquecetuba), and Imigrantes (São Bernardo do Campo). The company’s stake varies in each project and can range from small ideal fractions, such as 0.5% or 1%, to holdings of 50% or more in certain strategic outlets and shopping centers.

Historically concentrated in the Guarulhos region, General Shopping e Outlets do Brasil gradually expanded its geographic presence to other municipalities in the state of São Paulo, as well as to states such as Paraná, Rio de Janeiro, Bahia, Ceará, and Goiás. This diversification occurred both through acquisitions of existing assets and through the development of new projects, such as the Outlet Premium properties and regional shopping centers. The company has also carried out capital recycling transactions, disposing of interests in mature or selected projects, such as Internacional Shopping Guarulhos, Top Center, Santana Parque Shopping, Shopping Light, Poli Shopping Osasco, and others, in addition to transferring assets to real estate investment funds with which it maintains corporate relationships. Among these moves, notable transactions include contributing several projects to a real estate investment fund in 2019 and successive sales of stakes in Parque Shopping Barueri and in outlet projects, which have changed the profile and distribution of the portfolio over time.

In regulatory terms, General Shopping e Outlets do Brasil’s activities are subject mainly to urban planning and environmental legislation, as well as to municipal, state, and federal rules related to the operation of large commercial establishments. Shopping center projects may require environmental permits issued by state or municipal agencies or, in specific cases, by IBAMA, involving stages of preliminary, installation, and operating licenses. The need for licensing is assessed on a case-by-case basis, in light of the environmental impact potential of each project. The company reports that environmental licensing has not been required for its projects, and that it has not, to date, faced material issues in obtaining authorizations related to its activities. Environmental responsibility nonetheless remains a material aspect, as Brazilian law provides for criminal, administrative, and civil sanctions for non-compliance with regulations and for environmental damage, including the possible piercing of the corporate veil of the controlling shareholder in certain circumstances.

From an environmental, social, and governance perspective, General Shopping e Outlets do Brasil states that it adopts practices focused on waste management, efficient use of natural resources, and regulatory compliance. In the projects it manages, there are recycling programs for solid waste, treatment and proper disposal of solid waste and liquid effluents, as well as recycling of fluorescent lamps with reuse of gas and glass. Architectural designs seek to prioritize the use of natural lighting, helping to reduce electricity consumption, and studies are conducted on power supply from alternative sources, such as Small Hydroelectric Plants under the PROINFA program. With respect to water, new projects include reuse systems for cooling, garden irrigation, and restrooms, in addition to contracts with public or private companies for selective collection, waste disposal, and effluent treatment. The company reports that it does not hold international certifications in environmental standards but indicates that it has not recorded material administrative or legal proceedings related to environmental issues, maintaining its activities in line with current legislation and the requirements of the competent public authorities.

From a corporate and capital markets standpoint, General Shopping e Outlets do Brasil is structured as an operating holding company that consolidates its stakes in shopping center projects through companies such as Levian Participações Empreendimentos S.A. and Securis Administradora e Incorporadora S.A., along with several direct and indirect subsidiaries dedicated to the development, management, and provision of services to retail real estate assets. GSHP3 common shares are traded on B3’s basic listing segment, following a voluntary migration that took place in 2021, and also serve as the underlying for a sponsored Global Depositary Shares (GDSs) program aimed at the international market, with a ratio of 1 GDS to 73 shares. The corporate structure also includes subsidiaries operating in adjacent areas such as parking, telecommunications, energy supply, water management, and retail project development, reinforcing the company’s positioning as an integrated platform for real estate exploitation and associated services in the shopping center and outlet segment in Brazil.