SYNE3 SYN Prop & Tech

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 its equity stakes in Cyrela Commercial Properties Investimentos Imobiliários Ltda., which held the assets related to the development, acquisition, and management of office buildings and shopping centers. 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, strengthening its access to the international capital markets.

Over its history, SYN has consolidated a business model based on acquiring, developing, leasing, operating, and selling commercial properties in Brazil. Its corporate purpose includes the development, purchase, and sale of commercial and industrial properties, including mixed-use assets, the leasing and management of real estate, construction activities, and the provision of real estate consulting services, property and shopping center management, management of operating revenues and expenses of projects, project and construction management, engineering, and architecture. The company is also active in the marketing and intermediation of purchase, sale, and rental of its own and third-party properties, including brokerage activities 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 rental income with revenues 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 corporate properties and shopping centers being the most relevant. As of December 31, 2024, the portfolio included stakes 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. The office properties are divided into projects classified as Triple A and Class A, focusing 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 own portfolio, and it also manages shopping centers, including leasing activities, condominium administration, parking operations, and tenant relations.

SYN Prop & Tech’s revenue generation combines property leasing, real estate sales, and service provision. In 2024, gross revenue came mainly from asset sales, with shopping centers having significant weight, while the corporate office and shopping leasing segments continued to account for a material share of revenue. The company monetizes its assets through typical commercial real estate lease contracts, 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 fixed minimum rent with a percentage rent calculated on tenants’ sales, with the higher of the two amounts being due, a common practice for this type of asset. Service revenue includes property management, consulting, and operational management of both own and third-party projects.

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 its office buildings, it has a strong 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 shopping centers, the company holds stakes 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 a stake in projects such as Centro Logístico Dutra, developed in phases with a projected gross leasable area divided into multiple warehouses.

The relationship with the capital markets and institutional investors is reflected in the partnerships and structured transactions executed 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 Brazil, managed by a subsidiary dedicated to asset management. In 2017, an asset swap with CPPIB resulted in a minority stake by CPPIB in some of SYN’s office buildings and in the expansion of the partnership for investments in high-end office properties, especially in São Paulo. In parallel, the company executed sales of logistics portfolios and stakes in shopping centers to specialized players and real estate funds, such as Prologis and XP Malls FII, reallocating capital and reducing leverage.

From a regulatory standpoint, SYN’s activities are subject to a broad set of federal, state, and municipal regulations related to property rights, real estate development, zoning, land use, leasing, and condominiums, as well as environmental and historical heritage protection rules. Carrying out its activities requires obtaining and maintaining operating permits from municipal governments, fire department inspection permits (AVCB), and certificates of occupancy (“Habite-se”), among other authorizations specific to each project. In the shopping center segment, projects may be structured as condominium buildings or civil condominiums, with bylaws, internal regulations, and agreements among co-owners governing the operation of the center, relations between developers and tenants, and the management’s compensation structure. These legal instruments complement the general regulation of the real estate sector and influence the management of condominium revenues and expenses and promotional funds.

With respect to environmental aspects, SYN Prop & Tech is subject to Brazilian environmental protection laws at the federal, state, and municipal levels, which impose minimum impact control standards and administrative, civil, and criminal liability in the event of environmental damage. The company must comply with environmental licensing requirements for the development and operation of its projects, which involve an assessment of land characteristics, prior use history, and the demands of local environmental agencies. In certain assets, such as Grand Plaza Shopping and the logistics project Centro Logístico Dutra, the company monitors remediation processes for areas previously contaminated by past industrial activities, conducted with the support of specialized firms. These processes may entail additional costs and ongoing monitoring, embedding the environmental agenda into the company’s risk management. The company reports that its activities do not depend on specific patents, brands, concessions, or franchises to be carried out, and that the use of brands follows the registration regime at the National Institute of Industrial Property.

In terms of corporate governance, SYN Prop & Tech is a publicly held corporation with shares traded on B3, subject to obligations to disclose periodic information and material facts to 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 rental income, commercial asset sales, real estate management services, and participation in joint ventures with institutional investors characterizes the company’s economic model, which remains focused on real estate operations involving corporate, retail, and logistics assets in markets considered strategic in Brazil.