SYNE3

SYN Prop & Tech, traded on B3 under the ticker SYNE3, is a real estate company created from the partial spin-off of Cyrela Brazil Realty S.A. Empreendimentos e Participações in 2007. In the spin-off transaction, Cyrela transferred to the then CCP the portfolio of equity interests in Cyrela Commercial Properties Investimentos Imobiliários Ltda., which held the assets related to the development, acquisition and management of office buildings and shopping malls. The new company came to own this portfolio and to have CCP Investimentos as a subsidiary, with Cyrela’s shareholders receiving shares in the new company in the same proportion as their original position. SYN also maintained the American Depositary Receipt programs that existed at the time, reinforcing its access structure to the international capital markets.

Over its history, SYN has consolidated a business model based on the acquisition, development, leasing, operation and sale of commercial properties in Brazil. Its corporate purpose covers the development, purchase and sale of commercial and industrial properties, including hybrid properties, the leasing and management of real estate, construction, as well as the provision of real estate consulting services, property and shopping center management, management of operating revenues and expenses of projects, construction management, engineering and architecture. The company is also engaged in the marketing and brokerage of purchase, sale and rental of its own and third-party properties, including brokerage in shopping centers, and may participate in other companies as a partner, shareholder or quota holder in Brazil and abroad. This structure allows SYN Prop & Tech to combine recurring lease income with revenue from asset sales and real estate management services.

SYN’s main operating segments are office buildings, shopping centers, logistics warehouses and real estate development, with higher relevance for corporate properties and malls. On December 31, 2024, the portfolio included interests in 15 properties, consisting of 9 office buildings, 5 shopping centers and 1 logistics warehouse, in addition to the active management of other commercial buildings. Office properties are divided into projects classified as Triple A and Class A, with a focus on high technical specifications, modern construction standards and building systems technology. The company directly manages 11 office buildings, 7 of which are part of its owned portfolio, and also manages shopping centers, including leasing, condominium administration, parking operations and tenant relations.

SYN Prop & Tech generates revenue from leasing, property sales and service provision. In 2024, gross revenue was composed mainly of asset sales, with a relevant contribution from shopping centers, while the office and mall leasing segments continued to represent a significant share of revenue. The company monetizes its assets through lease contracts typical of the commercial real estate market, usually with terms of around five years, contractual rent adjustments and the possibility of periodic rent reviews. In shopping centers, the revenue structure combines a minimum rent with a percentage rent calculated on tenants’ sales, with the higher of the two being payable, a usual practice for this type of asset. Service revenues include property management, consulting and operational management of the company’s own and third-party properties.

Geographically, SYN’s operations are concentrated mainly in the states of São Paulo and Rio de Janeiro, in areas considered central to the corporate and retail real estate markets. Among office buildings, it has a significant presence in the city of São Paulo, in corridors such as Avenida Brigadeiro Faria Lima, Avenida Presidente Juscelino Kubitschek, Vila Olímpia, Itaim Bibi, Chácara Santo Antônio and Vila Leopoldina, as well as properties in Barra da Tijuca and Leblon in Rio de Janeiro. In the shopping center segment, the company holds interests and manages projects in São Paulo, Santo André, Goiânia and Rio de Janeiro, such as Grand Plaza Shopping, Shopping Metropolitano Barra, Tietê Plaza Shopping, Shopping D and Shopping Cidade São Paulo. In the logistics segment, it operates through a warehouse in the city of São Paulo and an interest in projects such as Centro Logístico Dutra, developed in phases and with a gross leasable area designed for multiple units.

Its relationship with the capital markets and institutional investors is reflected in the partnerships and structured transactions carried out over the years. In 2008, the company entered into a partnership with US-based AMB Property Corporation, later merged into Prologis, to develop logistics parks in Brazil, such as Cajamar, Jundiaí Industrial Park, Cajamar II and Queimados Industrial Park. In 2009, it formalized a joint venture with GIC Real Estate, the real estate arm of Singapore’s sovereign wealth fund, and with the Canada Pension Plan Investment Board (CPPIB) to invest in commercial, industrial and office properties in the country, managed by a subsidiary dedicated to asset management. In 2017, an asset swap with CPPIB resulted in the latter’s minority stake in office buildings in SYN’s portfolio and the expansion of the partnership for investments in high-standard office buildings, especially in São Paulo. In parallel, the company executed sales of logistics portfolios and interests in malls to specialized players and real estate funds, such as Prologis and XP Malls FII, reallocating capital and reducing indebtedness.

From a regulatory standpoint, SYN’s activities are subject to a wide range of federal, state and municipal rules related to property, real estate development, zoning, land use, leasing and condominiums, as well as rules for environmental and historical heritage protection. To carry out its activities, the company must obtain and maintain operating permits from municipalities, Fire Department inspection certificates (AVCB) and certificates of completion of works (“Habite-se”), among other project-specific authorizations. In the shopping center segment, projects may be structured as condominium buildings or civil condominiums, with covenants, internal regulations and agreements among co-owners determining the operation of the development, the relationships between developers and tenants and the form of compensation for the manager. These legal instruments complement the general regulation of the real estate sector and influence the management of condominium revenues and expenses and promotion funds.

In environmental matters, SYN Prop & Tech is subject to Brazilian environmental protection laws at the federal, state and municipal levels, which impose minimum standards for impact control and administrative, civil and criminal liability in the event of environmental damage. The company must comply with environmental licensing requirements for the implementation and operation of its projects, which involves assessing land characteristics, historical uses and the requirements of local environmental authorities. In certain assets, such as Grand Plaza Shopping and the logistics development Centro Logístico Dutra, the company monitors remediation processes for areas previously contaminated due to past industrial activities, conducted with the support of specialized companies. These processes may entail additional costs and continuous monitoring, bringing the environmental agenda into the company’s risk management. The company reports that its activities do not depend on specific patents, trademarks, concessions or franchises, and that the use of trademarks follows the registration regime with the National Institute of Industrial Property.

In terms of corporate governance, SYN Prop & Tech operates as a publicly held corporation with shares traded on B3, subject to disclosure obligations regarding periodic information and material facts for the market. Over time, it has carried out capital increases to strengthen its financial structure and reduce leverage after investment cycles in new projects, in addition to implementing active portfolio management through acquisitions, divestments and project development. The combination of lease revenues, commercial asset sales, property management services and participation in joint ventures with institutional investors characterizes the company’s economic model, which remains focused on the real estate operation of corporate, retail and logistics assets in markets considered strategic in Brazil.