JHSF3

JHSF Participações S.A. is a holding company listed on B3 under the ticker JHSF3, focused on the development and operation of real estate businesses and services targeting high-income clients. The group’s origins date back to 1972, with the formation of JHS Construção e Planejamento Ltda., which built more than one thousand bank branches for various financial institutions over more than two decades. In 1990, JHS was split, leading to the creation of JHSF Engenharia Ltda., now JHSF Par, the current controlling shareholder of JHSF Participações. From the late 1990s onward, the group began to focus on high-end properties, shopping centers, and mixed-use developments, marking a shift from a construction profile to a developer and operator of income-generating assets.

In 1999, JHSF created its Properties division, focused on the development and operation of Class A office buildings in prime locations in São Paulo, such as the Edifício San Paolo on Avenida Faria Lima. In 2001, it entered the shopping center segment with Shopping Metrô Santa Cruz, the first project in Brazil fully integrated with a subway station. The corporate restructuring process carried out in 2004 consolidated the operating companies under JHSF Par, and in 2006 JHSF Participações S.A. was formed, bringing together stakes in several group companies, including projects such as Boa Vista, Santa Cruz, JHSF Incorporações and others. From then on, relevant milestones followed, such as the launch of the mixed-use complex Parque Cidade Jardim, the acquisition of a controlling interest in Hotel Fasano São Paulo in 2007, the launch of Fazenda Boa Vista, and the expansion into projects in Uruguay and the United States.

JHSF Participações’ business model combines real estate development with a diversified portfolio of assets that generate recurring income. On December 31, 2024, operations were organized into the segments of Shoppings, Hospitality and Gastronomy, Executive Airport, JHSF Residences and Clubs, JHSF Capital, Retail and Developments. The company develops and manages mixed-use real estate projects, integrating residences, offices, shopping centers, hotels, restaurants, clubs and complementary services in a single ecosystem. This structure allows it to capture value not only from the sale of developed units, but also from the ongoing operation of commercial spaces, hospitality services, high-end residential leasing, and the operation of an international executive airport.

In the shopping segment, JHSF is involved in the development, ownership and management of shopping centers targeting high-income consumers. In December 2024, the company operated six shopping centers, four of them in or near São Paulo, in addition to Casa Fasano in São Paulo, integrating these assets into mixed-use projects. Revenue comes mainly from fixed and variable rents paid by tenants, supplemented by income from parking, merchandising in common areas, kiosk rentals and related services. In 2024, the shopping segment accounted for 20.1% of consolidated net revenue and 47.8% of segment profit, underscoring the economic relevance of recurring real estate operations within the group. The company continually develops, expands and renovates its shopping centers, with a strong emphasis on tenant mix planning and integration with other components of its projects.

The hospitality and gastronomy operations are conducted mainly through the Fasano brand, which encompasses hotels, restaurants and bars in several Brazilian cities and abroad. As of December 31, 2024, JHSF had 11 hotels in operation in locations such as São Paulo, Rio de Janeiro, Fazenda Boa Vista, Punta del Este, Angra dos Reis, Belo Horizonte, Trancoso, Salvador and New York, in addition to a portfolio of 36 restaurants and bars in nine cities, with brands such as Fasano, Gero, Parigi, Baretto and others. This segment accounted for 25.3% of net revenue in 2024, combining hotel management contracts, owned operations and food service. The company is also developing a pipeline of new hotels in Brazil and abroad, including in destinations such as Miami, London, Cascais and Sardinia, reinforcing the international component of the brand.

São Paulo Catarina International Executive Airport is another key pillar of JHSF Participações’ portfolio. Located at kilometer 60 of the Castelo Branco Highway, in an area of around 2.7 million square meters, the asset is dedicated exclusively to executive aviation. Opened in 2019, the airport has a 2,470-meter runway and operates 24 hours a day. In 2021 it received authorization for international flights, becoming the first international Brazilian airport focused solely on business aviation. The company owns 100% of the asset and holds the operating rights, which differentiates this business from traditional airport concessions. In 2024, the Executive Airport segment represented 11.4% of net revenue, with the airport consolidating itself as a hangar and maintenance hub for manufacturers such as Bombardier, Dassault and Pilatus.

The JHSF Residences and Clubs and Developments segments reflect the dual front of developing and operating high-end residential assets. Developments, traditionally important for cash generation, accounted for 34.9% of net revenue in 2024, focused on projects such as Fazenda Boa Vista, Boa Vista Village, Boa Vista Estates, Parque Cidade Jardim and other mixed-use developments. JHSF Residences and Clubs concentrates on leasing high-end houses and apartments, such as Boa Vista Residences, Golf Residences, Fasano Residences and units at Parque Cidade Jardim, as well as operating clubs such as the Boa Vista Village Surf Club and Fasano Tennis Club. This segment contributed 6.2% of revenue in 2024, but with a significant margin in segment profit, highlighting its nature as a permanent real estate operation.

The company also operates the financial arm JHSF Capital and the Retail segment. JHSF Capital, with just over two years of operations as of the end of 2024, managed 10 real estate funds, domestic and international, with approximately R$ 2.5 billion in assets under management, in addition to administering an exclusive credit card linked to the JHSF ecosystem. This segment, responsible for 1.1% of net revenue in 2024, seeks to structure co-investment vehicles in real estate projects and support business expansion through strategic capital raising. Retail, in turn, encompasses the operation of international luxury brands with exclusivity in Brazil, accounting for 7.7% of net revenue in the period, connecting the shopping center portfolio and high-income client base to global labels.

JHSF Participações’ operations are subject to a broad set of regulations, given the diversity of its businesses. Real estate developments and shopping centers require urban planning approvals, environmental licenses, building permits and occupancy certificates (habite-se) issued by municipalities and state agencies, as well as licenses related to the use of water resources and wastewater treatment. Hotels and restaurants operate under health and safety regulations, with oversight by health authorities, sanitary surveillance, the fire department and, in the case of tourism services, registration with the Ministry of Tourism through Cadastur. Development and land subdivision activities follow specific rules on the division of urban land and require prior registrations and authorizations for launch and marketing of units. Overall, as of the base date of December 2024, the company states it maintains the relevant licenses and authorizations for projects under sale, operation and leasing, operating in a regulatory environment that combines municipal, state and federal legislation.

The shares of JHSF Participações, traded on B3 under the code JHSF3, are backed by a business portfolio that connects real estate development, operation of income-generating properties, hospitality, gastronomy, executive aviation and financial services linked to the real estate market. The revenue split among segments such as Developments, Shoppings, Hospitality and Executive Airport reveals a strategy based on an integrated high-income ecosystem, with significant presence in São Paulo, the São Paulo countryside, and tourist destinations in Brazil and abroad. This combination of businesses gives the company meaningful exposure both to the real estate cycle and to demand for premium services, under a holding company structure that consolidates different operating vehicles and specialized assets.