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 what was then CCP the set of equity interests in Cyrela Commercial Properties Investimentos Imobiliários Ltda., which concentrated 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 holdings. SYN also maintained the American Depositary Receipt programs that existed at the time, reinforcing its access structure to the international capital markets.

Over the course of 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 includes the development, purchase and sale of commercial and industrial properties, including hybrid projects, the leasing and management of real estate, construction activities, 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 intermediation of the purchase, sale and rental of its own and third-party properties, including brokerage services in shopping centers, and may participate in other companies as a partner, shareholder or quotaholder in Brazil and abroad. This structure allows SYN Prop & Tech to combine recurring rental 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 greater relevance of corporate properties and malls. As of December 31, 2024, the portfolio included interests in 15 properties, comprising 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 advanced building systems technology. The company directly manages 11 office buildings, 7 of which are part of its proprietary portfolio, and it also manages shopping centers, including leasing activities, condominium management, parking operations and tenant relations.

SYN Prop & Tech’s revenue generation combines 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 total revenue. The company monetizes its assets through lease agreements 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 fixed minimum rent with a percentage rent calculated on tenants’ sales, with the higher of the two being due, a common practice for this type of asset. Service revenue includes property management, consulting and operational management of its 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 key for the corporate and retail real estate markets. Among office buildings, there is significant presence in the city of São Paulo, in areas 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 gross leasable area designed for multiple warehouses.

The company’s relationship with the capital markets and institutional investors is reflected in the partnerships and structured transactions carried out over the years. In 2008, it 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 its minority interest in office buildings in SYN’s portfolio and in the expansion of the partnership for investments in high-end office buildings, 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 rules related to property, real estate development, zoning, land use, leasing and condominium law, as well as environmental and cultural heritage protection regulations. Carrying out its activities requires obtaining and maintaining operating permits from city governments, Fire Department inspection certificates (AVCB) and occupancy certificates ("Habite-se"), among other project-specific authorizations. In the shopping center segment, projects may be structured as building condominiums or civil condominiums, with bylaws, internal regulations and agreements among co-owners governing the operation of the project, 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 promotional funds.

Regarding environmental aspects, SYN Prop & Tech is subject to Brazilian environmental protection legislation at the federal, state and municipal levels, which imposes 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 involves assessing land characteristics, historical land use and the requirements 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, bringing the environmental agenda into the company’s risk management. The company states 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 traded corporation with shares listed 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, and has implemented active portfolio management through acquisitions, divestments and project development. The combination of rental income, commercial asset sales, property 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.