HBOR3

Helbor Empreendimentos S.A. is a Brazilian real estate development company founded in 1977 by Henrique Borenstein in the city of Mogi das Cruzes, in the Metropolitan Region of São Paulo. In its first two decades, the company focused on developments in this municipality, consolidating an initial portfolio of 20 projects before entering the market in the state capital. In 2007, upon completing 30 years of operations, it carried out its initial public offering of shares on the Brazilian stock exchange, currently B3 S.A. – Brasil, Bolsa, Balcão, and began trading in the highest corporate governance segment, the Novo Mercado, through its common shares HBOR3. The IPO operation raised R$ 232 million and marked the company’s transition to a more robust capital structure geared toward growth in larger-scale markets, especially in the city of São Paulo.

Helbor Empreendimentos’ recent trajectory has been marked by successive financing and capital-strengthening operations. In 2015, the company accessed the debt market through a debenture issuance in the amount of R$ 150 million, with remuneration tied to the DI rate plus 1.90% per year and a five-year term. In the same period, share buyback programs were approved, one of which resulted in the acquisition of just over 2 million common shares, equivalent to 1.89% of the free float at the time. Between 2016 and 2019, the company carried out significant capital increases via private subscription and restricted offering, including a 2019 operation that raised around R$ 560 million with the issuance of more than 211 million new common shares. In 2020, a R$ 440 million capital reduction was approved, without cancellation of shares, along with a reverse split of five shares into one, which adjusted the number of shares outstanding without changing total capital.

Helbor’s business model is defined by its exclusive role as a real estate developer, without directly engaging in construction activities. The company focuses on the design, economic feasibility and full management of the development process, delegating the physical execution of construction work to partner builders. Its activities include identifying, analyzing and acquiring land; preparing economic and financial feasibility studies; developing architectural and urban planning projects; obtaining licenses and approvals; planning marketing strategies; selling units; and supervising construction. The company operates predominantly through special purpose entities (SPEs), in which it often participates in partnership with other developers or construction companies that bring local or technical expertise to specific target markets.

Helbor Empreendimentos’ revenue generation is organized into three main operating segments. The property sales segment is the core of the business and accounts for most of consolidated revenue, focused on residential and commercial units in the São Paulo Metropolitan Region. This segment covers everything from land acquisition to project launch, marketing and unit sales, with a predominant presence in mid- to very high-end projects through controlled SPEs. The second segment is services, where the company is remunerated through fees related to construction supervision, preparation of studies and projects, and management of developments carried out in partnership with other companies, also geared mainly toward mid- to very high-end segments. The third segment, leasing of own properties, is occasional and strategic in nature, used to monetize assets with an income profile, while preserving the possibility of future sale of these units, which remain available for disposal.

Helbor’s strategy is strongly concentrated in the city of São Paulo and Greater São Paulo, both in new project launches and in the formation of its land bank. The portfolio of acquired areas has an estimated General Sales Value (VGV) of more than R$ 12 billion, focusing on fast-turnover projects with average maturation of two to three years between land acquisition and project launch. Although the São Paulo metropolitan region is the core area, the company also evaluates opportunities in other locations where it identifies partners with a strong presence and competitive advantages, which allows the development of customized products for specific demand profiles. Historically, the company has developed projects in different segments, from low-income to very high-end, including residential, commercial and mixed-use developments, and it has recorded hundreds of projects launched, tens of thousands of units delivered and millions of square meters developed or under development since its foundation.

From a regulatory standpoint, Helbor operates in an environment extensively governed by federal and municipal legislation related to real estate development. Its activities are subject to Law No. 4,591/64, which regulates real estate developments, Law No. 6,766/79 on the subdivision of urban land, the Civil Code, rules on real estate registries and state-level notary authorities, as well as municipal laws on land use, occupation and zoning. In certain financing operations, developments may fall under the Real Estate Financial System, governed by Law No. 9,514/97, or the Housing Finance System, governed by Law No. 4,380/64. The company must obtain approvals, permits and development registrations before starting sales, comply with project escrow (patrimônio de afetação) rules, and observe the provisions of the so-called “New Termination Law” (Law No. 13,786/2018), which sets parameters for contract termination in property purchase agreements and for the refund of amounts to buyers in case of rescission.

Corporate governance has played a relevant role in Helbor’s structure since its listing on B3’s Novo Mercado, a segment that requires, among other points, capital composed solely of common shares and stricter transparency practices. HBOR3 shares are included in B3 indices focused on differentiated governance, such as IGCX, IGC-NM and ITAG, which comprise companies with higher standards of protection for minority shareholders. In 2022, the company reorganized its executive board, creating a vice presidency responsible for governance, compliance, internal controls and corporate risks, and adjusted its bylaws to establish an audit committee in compliance with the Brazilian Securities Commission’s regulations. In the same year, it approved formal policies for risk management, nomination of members to management bodies, compensation and ESG guidelines, aligning management with the latest market and regulatory requirements.

In environmental, social and governance terms, Helbor Empreendimentos has been consolidating structured sustainability practices. The company began publishing a sustainability report based on Global Reporting Initiative guidelines, covering information on environmental, social and governance impacts and linking its initiatives to the United Nations Sustainable Development Goals. On the social front, a highlight is the “Incorporando Conhecimento” (“Incorporating Knowledge”) program, developed in partnership with Instituto Alicerce and construction companies, which offers education and skills development for workers involved in construction projects, reserving part of their working hours for class attendance and periodic progress assessments. On the environmental side, in 2024 the company obtained the Empreendedor AQUA certification, granted by Fundação Vanzolini, becoming a developer recognized for high environmental quality construction practices and for projects certified with the AQUA-HQE seal. Additionally, it monitors its greenhouse gas emissions in scopes 1 and 2, using GHG Protocol references to standardize measurement and support climate risk management.

With more than four decades of operations, Helbor Empreendimentos has built a solid track record and significant presence in the Brazilian real estate market, with an emphasis on the São Paulo Metropolitan Region and a focus on mid- to very high-end residential developments. The company structures its growth strategy around a land bank concentrated in areas with urban densification potential, partnerships with construction companies and other developers, recurring access to the capital markets and the adoption of governance and sustainability practices. Its exposure to specific real estate development rules, the dynamics of housing credit and domestic economic conditions define the environment in which HBOR3 shares, traded on B3, reflect the performance of the company’s residential development activities over the construction and real estate market cycles in the country.