ABECIP: The Brazilian Savings and Loan Trade Association
ADEMI – RJ:Association of Managers of Real Estate Companies of Rio de Janeiro.
Affordable segment: Properties with launch prices up to R$150,000.
ANBID: Brazilian Association of Investment Banks
Arbitration Chamber: Its purpose is to settle disputes that may arise in the special listing segments of Bovespa.
Arbitration Clause (“Cláusula Compromissária”): Arbitration clause by which the Company, its shareholders, managers, Fiscal Council members and the Bovespa undertake to settle, by means of arbitration, all and any dispute that may arise among them, especially related to, or resulting from, the application, validity, force, interpretation, violation and their effects, of the provisions set forth in the Corporate Law, the Bylaws of companies that have joined the chamber, the regulations issued by the National Monetary Council (CMN), Brazilian Central Bank (BACEN) and the Brazilian Securities and Exchange Commission (CVM), as well as all other provisions applicable to the functioning of the capital market in general, in addition to those contained in the Listing Regulation, the Arbitration Regulation and the Novo Mercado Membership Agreement.
Banco Central ou BACEN: Brazilian Central Bank.
BNDES: National Bank for Economic and Social Development.
Bovespa: São Paulo Stock Exchange.
Brazilian Consumer Protection Code: Law no. 8,078 of September 11, 1980, and subsequent amendments.
BR GAAP or Generally Accepted Accounting Principles in Brazil: Accounting principles adopted in Brazil, based on the Corporate Law, accounting regulations issued by IBRACON and Resolutions of the Brazilian Securities and Exchange Commission (CVM) and the Federal Accounting Board (Conselho Federal de Contabilidade).
Brokers: Individuals who, for remuneration, provide independent brokerage services for purchase and sale of real estate, without any employment relationship with the Company.
Buyer-Client: Individual or company that hires Brasil Brokers to intermediate the purchase of real estate launches or third-party properties.
CBLC: The Brazilian Clearing and Depositary Corporation.
CETIP: Custody and Settlement Chamber.
Civil Code: Law no. 10,406, of January 10, 2002, and subsequent amendments.
CMN: National Monetary Council.
CMN 2.689 Resolution: CMN Resolution no. 2,689, of January 26, 2000, and subsequent amendments.
CNPJ: Corporate Taxpayers’ Register.
Code of Ethics: The Code of Ethics of independent brokers, approved by COFECI Resolution no. 326 of July 25, 1992.
COFECI: National Council of Real Estate Brokers.
Consolidation of Labor Laws or CLT: Law no. 5,452 of May 1, 1943, and subsequent amendments.
Corporate Law: Law no. 6,404 of December 15, 1976, and subsequent amendments..
CPMF: Tax on Financial Transactions.
CRECI : Regional Council of Real Estate Brokers.
CRECI-SP: Regional Council of Real Estate Brokers of the State of São Paulo.
Customer Relationship Management ou CRM: Ferramenta para gerenciamento de relacionamento com clientes.
CSLL: Social Contribution on Net Income.
CVM: Brazilian Securities and Exchange Commission.
Developer-Client: Real estate development and land subdivision companies that hire Brasil Brokers to provide sales brokerage services to sell their real estate launches, as well as consulting, design and development services for such launches.
Dispersed Control:It signifies the control exercised by a shareholder holding less than 50% of the voting capital as well as a group of shareholders that are not signatories to voting agreements and are not under common control and do not represent common interest.
EBITDA: Non-accounting measure prepared by Brasil Brokers’ management, calculated in accordance with the provisions of CVM Circular no. 01/2006, which consists of the operating income, plus net financial result, depreciation and amortization. EBITDA is not recognized by the BR GAAP, does not have a standardized meaning and may not be compared to similar measures of other companies. Brasil Brokers uses EBITDA to measure its operating performance. EBITDA should not be considered in isolation or as an alternative to net income (expense) or operating revenues, as an indicator of the Company’s operating performance or cash flow, or as an indicator of liquidity or of its capacity to honor debt.
Economic-Financial Feasibility Study: Conjunto de ações de marketing dirigidas ao público interno da Companhia, com o objetivo de preparar e motivar tal público para uma prestação de serviços de qualidade ao cliente final.
Estudo de Viabilidade Econômico-Financeira: Brasil Brokers Participações S.A.’s Economic-Financial Feasibility Study is merely for information purposes and prepared exclusively in accordance with article 32 of CVM Instruction 400.
Endomarketing: Marketing actions directed at the Company’s employees to prepare and motivate them to provide quality services to end consumers.
Federal Constitution: Constitution of the Federative Republic of Brazil.
Federal Government: Federal Government of Brazil.
FIESP: Federation of the Industries of the State of São Paulo.
High-end segment: Properties with launch prices starting at R$600,000.
IBGE: Brazilian Institute of Geography and Statistics.
IBRACON: Brazilian Institute of Independent Auditors.
ICMS: State Value-Added Tax.
IGP-M: General Market Price Index, reported by FGV.
INCC: National Construction Cost Index, reported by FGV.
INPC: Consumer Price Index, reported by IBGE.
INPI: National Institute of Industrial Property
Investor-Client: Individual or company that invests in real estate projects or in third-party properties.
IPCA: Extended Consumer Price Index, reported by IBGE..
IPTU: Property Tax.
IRPJ: Corporate Income Tax.
ISS: Municipal Service Tax.
Launches: Characterized by the developer/client relationship, Real Estate launches are developments put up for sale by a particular company that pays for the construction of the property (apartments, houses, rooms and offices) in a condominium system and sells them in installments even before they are ready, committing to a contract for their scheduled delivery and some specific conditions. With operations in all stages of the real estate brokerage process, Brasil Brokers is then hired to conduct the sale of the properties launched by developers to the final customers and may receive commission directly from the developer or the end customer.
Lei de Condomínio e Incorporações: Law no. 4,591 of December 16, 1964, and subsequent amendments.
Lower-income segment: Properties with launch prices starting at R$150,000 and less than R$350,000.
Market Arbitration Regulation:Market Arbitration Regulation, and further alterations, which regulates the arbitration procedure, to which all disputes included in the arbitration clause within the Bylaws and the Novo Mercado Membership Agreement are submitted.
Middle-income segment: Properties with launch prices starting at R$350,000 and less than R$600,000.
Novo Mercado: Special trading segment of Bovespa, governed by Novo Mercado Regulations.
Novo Mercado Regulation: Bovespa’s Novo Mercado Listing Regulation, which lists the requirements for trading of securities by companies listed in the Novo Mercado, establishing differentiated set of rules for such companies.
NYSE: New York Stock Exchange.
PIB: Gross Domestic Product
Primary Market: Real Estate brokerage market of properties launched by Developers.
PSV: Corresponds to the sale price of the Company and/or real estate brokerage market of all units.
PSV Launched: Potential value to be obtained by Client-developers by selling all the units of projects already launched, for which the Company was hired, exclusivity or otherwise, by the Client-developers.
PSV Sold: Amount obtained by Client-Developers from the sale of units brokered by the Company.
PSV to be launched: Potential value to be obtained by Developer-Clients in the sale of all units in future real estate launches to be sold by the Company, formalized in letters of intent and/or commitment, exclusively or otherwise, signed by the Developer-Clients. Investors should be aware that the PSV to be launched may have a different impact on the Company than expected since (i) the Company, for any reason, may not sell the Units, (ii) the total number of Units launched by the Developer-Client may be lower than the number of Units described in the letters of intent and/or commitment, (iii) the sales value of each Unit may be lower than those described in the letters of intent and/or commitment or lower than the launch price, or (iv) the Developer-Client may give up the real estate launch or hire another real estate brokerage company to divide the sales efforts with its Subsidiaries.
Ready to occupy: Properties already occupied or ready for occupation, owned by Client-brokers, Client-developers and Client-investors of the Company.
Real or R$: Brazilian currency.
Regulation S: Regulation S, decreed by the SEC pursuant to the Securities Act.
Remaining units or Inventory: Remaining units or inventory are properties that are still for sale after 180 days from the official date of launch of the development.
Rule 144A: Rule 144A, published SEC pursuant to the Securities Act.
SATI: Technical real estate assistance services offered to buyer-clients of real estate launches.
SBPE: Brazilian System of Savings and Loans.
SEC: US Securities and Exchange Commission.
Secondary Market: Real estate brokerage market of already occupied or ready to be occupied properties owned by Seller-Clients.
SECOVI: São Paulo State Housing Syndicate – Association of Companies of Purchase, Sale, Rental and Administration of Residential and Commercial Properties of São Paulo.
Securities Act: US Securities Act of 1933, as amended.
Seller-Client: Individual or company that hires Brasil Brokers to intermediate in the sale of its own or third-party properties.
SFH: Brazilian Housing Finance System.
SFI: Real Estate Financing System
SRF or Receita Federal: Federal Revenue Service.
TJLP: Long-term interest rate as determined by the CMN.
Last update: September 9, 2021