Risk Factor

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Investing in our common shares involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, financial condition, results of operations, cash flows and/or prospects could be adversely affected by any of these risks. The trading price of our common shares could decline due to any of these risks or other factors, and you may lose all or part of your investment. The risks described below are those that we currently believe may adversely affect us. Additional risks and factors not currently known to us, or those that we currently deem to be immaterial, may also adversely affect our business, financial condition, results of operations, cash flow and/or prospects, and/or the trading price of our common shares.

For the purposes of this section, when we state that a risk, uncertainty or problem may, could or will have an "adverse effect" on us, we mean that the risk, uncertainty or problem could have an adverse effect on our business, financial condition, results of operations, cash flow, prospects or the trading price of our common shares, except as otherwise indicated. You should view similar expressions in this section as having similar meanings.

a) Risks Relating to Us and to the Brazilian Shopping Center Industry

Adverse economic conditions in the regions where our shopping centers are located may adversely affect our levels of occupancy and our ability to lease available areas, and, consequently, have an adverse effect on us.

Our results of operations depend substantially on our ability to lease the areas available in the shopping centers that we own and/or manage. Adverse conditions in the regions where we operate may reduce our occupancy levels and restrict our ability to increase lease prices, as well as reduce our leases that are based on store revenue. Should our shopping centers fail to generate sufficient revenue for us to meet our obligations, our financial condition and results of operations could be adversely affected. The following factors, among others, may have an adverse effect on us:

  • recessions or periods of increased interest rates could result in an increase in vacancy levels at our developments;
  • negative perceptions regarding security, convenience and the attractiveness of the regions where our shopping centers are located;
  • our inability to attract and maintain first-rate tenants, such as our anchor stores;
  • decrease in lease rates, default or breaches by our tenants of their contractual obligations;
  • increases in our operating costs, including the need for capital increases;
  • increases in the taxes levied on our business; and
  • regulatory changes affecting the shopping center industry, including zoning regulations and tax regulations.

We may not succeed in fully implementing our business strategies

We may not be successful in fully achieving our future goals and strategies. As a result, we may not be capable of expanding our activities and of replicating our business structure so as to develop our growth strategy and meet the demands of our different markets. In addition, we may not be capable of implementing our high quality operational, financial and personnel management standards to our greenfield projects. If we fail to implement our strategy, the implementation of our business policy will be affected, and our financial condition, results of operations and the trading price of our shares could be adversely affected.

We are exposed to risks associated with construction and development activities

The development and construction of new shopping centers includes the following risks:

  • We may expend substantial resources on development plans that ultimately are not implemented;
  • Construction costs may exceed our original estimates;
  • Lease rates may be lower than projected;
  • We may not obtain construction financing on favorable terms, or at all;
  • Construction and other delays may result in an increase in costs of construction and debt service;
  • Registration of our property rights with the appropriate notary could be delayed;
  • We may be held liable for defects and problems in construction; and
  • We may fail to obtain, or obtain on a delayed basis, zoning, land use, construction, occupancy, and other required government licenses and permits.

In addition, the time required for the development, construction and occupancy of our properties usually result in years passing before significant cash returns are obtained. Any of the above events may hinder our growth and adversely affect our results of operations.

The results of the shopping centers that we own or manage depend on our tenants‘ sales.

The Brazilian retail industry is historically susceptible to periods of economic slowdown, which generally leads to a decrease in consumer spending. More broadly, the success of our operations depends on several factors that relate to consumer spending and/or affect consumer income, including prevailing economic conditions in Brazil (and, to a lesser extent, worldwide), general business conditions, interest and exchange rates, inflation, availability of consumer credit, taxation, consumer confidence in future economic conditions, employment levels and salaries.

Our performance substantially depends on the sales volume of our tenants and on their ability to create a flow of customers in the shopping centers that we own or manage. Our results and the sales in our shopping centers may be adversely affected by external factors, such as an economic decline in the region in which a shopping center is located, the opening of other shopping centers that compete with our shopping centers, the closing of stores in our shopping centers or a decline in the activities of the stores in our shopping centers.

A reduction in the customer traffic in our shopping centers, as a result of any of these or other factors, could result in a decline in the number of customers visiting the stores located in our shopping centers and, consequently, in a decline in the sales volume of these stores. This would adversely affect us, given that a substantial portion of our income derives from lease payments by tenants tied to sales volume and from merchandising in the shopping centers. Difficulties experienced by our tenants could also result in defaults in their obligations to us and in the reduction of prices and volume of merchandising in our properties.

In addition, our ability to increase our revenue and operating income partially depends on the steady growth of demand for the products offered by the stores located in the shopping centers that we own and manage, especially high value-added products. A decrease in demand, whether as a result of changes in consumer preferences, reduction of purchasing power or slowdowns in the Brazilian or global economy, could result in a reduction of store revenue and, consequently, adversely affect us.

We may be adversely affected by the non-payment of rent from our tenants, revised lease amounts, or increased vacancy in our shopping centers.

Lease payments are our main source of revenue. Non-payment of rent by our tenants and/or any revision resulting in the reduction of lease paid by our tenants or increase vacancy in our shopping centers, including in the event of unilateral decision of the tenant to leave the property before the expiration of the lease term established in the respective lease agreement, will result in non-receipt or reduction of our revenue. The occurrence of any of these events may adversely affect us.

The properties we acquire and our construction activities may expose us to environmental obligations and adversely affect our results of operations.

The acquisition of properties and our construction activities may subject us to various environmental obligations. Our operating expenses may be higher than estimated due to costs related to compliance with existing and future environmental laws and regulations. In addition, according to several federal and local laws and regulations, we can be considered the land owners or operators of properties and be required to remove or treat hazardous or toxic substances. We may be required to incur such costs, which can significantly adversely affect our results of operations and our financial condition.

Because our shopping centers are public places, incidents beyond our control may occur, which could result in material damages to the image of our shopping centers and could expose us to civil liability.

Because shopping centers are public, they are exposed to a number of incidents that may take place within their premises and that are beyond our control or our ability to prevent. Such incidents may also harm our customers and visitors. If any of these incidents were to occur, the relevant shopping center could face material damages to its image and finance, since the flow of customers could be reduced due to lack of confidence in the premises‘ security. In addition, we may be exposed to civil liability and be required to indemnify the victims, which could adversely affect us.

Certain of our shopping centers are organized as condominiums in which we hold ownership interests and whose respective owners are responsible for costs of contingencies that occur there. If any of these condominiums lack the resources to cover liabilities, we may be liable for the full amount of the obligations.

Some of our shopping centers are organized as condominiums in which we hold ownership interests. These condominiums are responsible for settling contingencies of any nature related to their respective facilities. There can be no assurance that these condominiums will have the financial resources needed to pay such contingencies and if they do not, we, as participants in the condominium, may be required to cover the liabilities, which may adversely affect us.

The loss of members of our management and/or the failure to attract and retain additional qualified management personnel could adversely affect us.

Our business strategy, as well as the selection, structuring and implementation of our investments in the shopping center industry, is dependent to a large degree upon the performance of our management team. Accordingly, our success and future growth are directly linked to our ability to maintain our current management team and attract and retain additional qualified personnel. The market in which we operate is competitive and there is no assurance that we will succeed in attracting and retaining qualified personnel. The loss of any member of our management team or our inability to attract and retain additional qualified personnel could adversely affect us.

We outsource a substantial part of our activities, which could adversely affect us.

We outsource a significant amount of our labor, such as maintenance, cleaning and security. If one or more of the third-party companies that we have contracted with fails perform to its obligations, particularly labor, pension or tax obligations, we may be deemed secondarily liable and obligated to pay corresponding costs to the employees of these companies. In addition, we cannot guarantee that employees of third-party companies will not attempt to establish that we are their employers, which could also adversely affect us.

We may find it difficult to consummate land acquisitions, at the appropriate locations and prices, and competition for these lands may lead to a cost increase, thereby adversely affecting us.

Our growth strategy includes the development of greenfield projects. Therefore, we depend largely on our ability to continue to acquire land at reasonable prices and in strategic locations. With the development of real estate in Brazil and the growth of our competitors, land prices may rise significantly, and there may be a shortage of land at suitable locations and prices for the development of our new projects. The rise in land prices may increase the cost of new ventures, which may adversely affect us.

We may not successfully integrate our new acquisitions into our current portfolio, and new acquisitions may expose us to additional liabilities with respect to our new shopping centers or acquired companies.

We have grown through strategic acquisitions not only in shopping centers which are already part of our current portfolio, but also through acquisitions of new shopping centers, and we intend to continue this strategy. The successful integration of new businesses depends on our ability to manage such businesses successfully and to eliminate redundant and/or excessive costs. We may be unable to reduce costs or to benefit from the gains resulting from these acquisitions, which may adversely affect us.

Acquisitions may also expose us to liabilities resulting from contingencies involving our new shopping centers or acquired companies, their management, or liabilities incurred prior to such acquisitions. The due diligence we conduct regarding new acquisitions, and any contractual guarantees or indemnities given by sellers of acquired assets, may not be sufficient to protect us or compensate us in the event of contingencies, which could adversely affect us.

Losses not covered by insurance or the inability to renew our current insurance policies may adversely affect us.

We maintain insurance policies that are customary in our market to cover our shopping centers and real estate developments. However, certain types of losses are not typically covered by insurance. In addition, our inability to renew our current insurance policies on the same terms and conditions could also adversely affect us. If any uninsured event occurs, our investments may be lost, and we will incur costs and expenses to recover damages caused to the shopping centers and real estate developments. In addition, courts may hold us liable for indemnifying victims, which may adversely affect us.

Compensation paid to our management is closely linked to our results of operations. As a result, our management may decide to focus on activities that enhance our profitability in the short term.

Our management‘s compensation includes significant elements of variable compensation and stock options. See "Management and Fiscal Council--Stock Option Plan." Because a substantial part of the compensation paid to our management is closely linked to our results of operations, our management may decide to focus our business on strategies that result in maximizing profits in the short term, which could conflict with our long term investment strategies.

Unfavorable judicial or administrative decisions may adversely affect us.

We are defendants in several judicial and administrative proceedings related to civil, labor and tax matters. We cannot assure you that we will obtain favorable decisions in such proceedings, or that they will be dismissed, or that our reserves for such proceedings are sufficient.

We have filed a judicial proceeding seeking to overrule a decision issued by the Brazilian Antitrust Agency (Conselho Administrativo de Defesa Econômica), or CADE, which declared that the exclusivity and geographic restrictions clause in the lease agreements for Iguatemi São Paulo is invalid. This clause prevents tenants of Iguatemi São Paulo from opening stores in certain other shopping centers or in shopping centers located within a certain radius of Iguatemi São Paulo. Such decisions contrary to our interests may adversely affect us.

Finally, tax authorities may have different understandings or interpretations than we apply in structuring our business, which may result in investigations, assessments, or judicial or administrative proceedings, the final decision of which could adversely affect us.

Our growth may require additional capital, which may not be available or, if available, may not be obtained on satisfactory terms.

Our growth may require significant amounts of capital, particularly for the acquisition or development of new real estate properties. Aside from internally generated cash flow, we may need to raise additional capital through offerings of securities or loans from financial institutions, in order to ensure the growth and development of our future activities. We cannot guarantee the availability of additional capital or, if available, that it will be obtained on satisfactory terms. Lack of access to additional capital on satisfactory terms may restrict the growth and development of our business, which could adversely affect us.

Financial contracts and other instruments representing our debts establish specific obligations, and any failure to comply with these obligations may result in the early maturation of these obligations and have an adverse effect on us.

We enter into various loans, some of which require the fulfillment of specific obligations. Potential defaults of these loans that are not promptly remedied, or for which lenders do not waive their right to declare early maturity of the loans, may trigger the decision of these lenders to declare the early maturity of our debt under these instruments and result in the early maturity of other financial instruments that we are party to. Our assets and cash flow may not be sufficient to fully pay the outstanding balance of our obligations in these cases, which could adversely affect us.

As owner of the properties on which the shopping centers in which we hold ownership interests are located, we may incur extraordinary expenses, which could have an adverse effect on us.

As owner of the properties on which the shopping centers in which we hold ownership interests are located, we may incur extraordinary expenses, such as apportionments for building and remodeling, painting, decorating, maintenance, installing security equipment and any other extraordinary expenses for maintaining the properties and condominiums in which our shopping centers are located. We are subject to costs and expenses arising from lawsuits related to leases collections, as well as any other unpaid amounts by tenants, such as taxes, condominium expenses and costs for repairing properties not fit for lease after eviction or the amicable departure of the tenant. Paying these expenses may have an adverse effect on us.

Our controlling shareholder may have interests that conflict with those of our other shareholders.

Our controlling shareholder may have interests that conflict with those of our other shareholders, decisions that may include corporate reorganizations and payment of dividends conditions. Our controlling shareholder‘s decisions may differ from those of our minority shareholders. See "Principal Shareholders" and "Business— History."

We share control of our shopping centers with other investors, whose interests may differ from ours.

We share control of certain of our shopping centers with other institutional investors, including pension funds and other groups whose interests may differ from ours. We depend on the consent of these other investors to make certain significant decisions affecting our shopping centers.

Our partners in some shopping centers may not support, and may even delay, our expansions and other proposed projects. In addition, our partners in some shopping centers may have economic interests different from ours and may not support our strategic and business purposes. In the event that we are not able to achieve sufficient support to approve certain actions that could affect our shopping centers, we may not succeed in adequately implementing our business strategies, which may adversely affect us.

Disputes could result in litigation or arbitration, which would increase our expenses and could divert our directors and officers from maintaining full focus on our business, which may adversely affect us.

We depend on the availability of public utilities and services, especially for water and electric power. Any reduction or interruption of these services may adversely affect us.

Public utilities, especially those that provide water and electric power, are fundamental for the sound operation of our shopping centers. Any material interruption of these services could result in an increase in our costs and failure in our ability to provide our services. In addition, if we became responsible for the operation of these utility services, we would be required to hire specialized contractors, which would likely involve additional costs and a significant increase in our operating expenses. Accordingly, any interruption in the provision of these essential services may adversely affect us.

A price increase of raw materials could increase our costs and reduce returns and profits.

The main raw materials used to build shopping malls include concrete, concrete blocks, steel, bricks, glass, wood, equipment, windows, doors, tiles and pipes. Increases in the prices of these and other raw materials, including increases that may occur as a result of shortages, taxes, and restrictions or fluctuations in exchange rates, could increase our cost of construction, adversely affecting our returns and profits and, as a consequence, our business and the trading price of our securities.

The Brazilian shopping center industry is highly competitive, which may result in a reduction in the volume of our operations and adversely affect us.

The Brazilian shopping center industry is highly competitive and fragmented. The format and operational strategy of shopping centers must be continuously reviewed. Changes in customer preferences, the advent of alternative retail models and the construction of a growing number of shopping centers have led to modifications in existing shopping centers in response to the increased competition. Competition for customers and the search for diversification are closely linked to projects to revitalize and redefine shopping centers. These projects include increasing marketing expenditures; selecting or modifying tenant mix; selecting or modifying anchor tenants, hosting promotional events, increasing the number of parking spaces, developing architectural projects, expanding the number of leisure and service centers, personnel, and streamlining and computerizing operations.

Other companies, including foreign companies working with local companies, may become active in the shopping center industry in Brazil in the near future, which may further increase this competition. To the extent that one or more of our competitors launches a successful marketing or sales campaign and is able to significantly increase sales in their shopping centers and we cannot respond promptly and effectively, we could be adversely affected.

Competition near the shopping centers that we own or manage may require unplanned investments and may hinder our ability to renew our store leases or to lease them to new tenants, which could adversely affect us.

Competition, particularly from new shopping centers in the areas surrounding any of our shopping centers, may affect our ability to lease our stores under favorable conditions. The arrival of new competitors in the regions where we operate could require unplanned investments in our shopping centers, which may have an adverse affect on us.

We may also have difficulty in renewing store leases or in leasing stores to new tenants, which may lead to a reduction in our cash flow and operating income, since the proximity of new competitors could divert existing or new tenants to such competitors, resulting in vacancies in our shopping centers.

Brazilian tenancy laws have specific characteristics that may adversely affect us.

Our lease agreements with our tenants are regulated by the Brazilian Lease Law (Lei de Locação), or Lease Law, which grants certain rights to tenants, including mandatory renewal of leases when certain conditions are met. Accordingly, the mandatory renewal of a lease may present two principal risks that may adversely affect us: (i) if we request a tenant to vacate a given store in order to vary the store mix, the tenant could file a lease renewal lawsuit and obtain a judicial order allowing the tenant to remain in the store for another term; and (ii) in a lease renewal lawsuit, both parties may request an adjustment of the lease, but the final lease is determined at the judge’s discretion. Accordingly, we are subject to the interpretation and the decisions of the courts, which may establish leases in amount lower than those paid previously, or require the return of amounts received if. The compulsory renewal of leases and/or a judicial adjustment to leases, if decided against us, may adversely affect us.

The Brazilian shopping center industry is subject to extensive regulation, which may affect the development of our projects.

Our activities are subject to federal, state and municipal laws and to regulations and licensing requirements with respect to real estate development, construction and expansion, zoning, land use and land purchases, environmental protection and preservation, as well as activities of a shopping center. We are required to obtain licenses and permits from different governmental authorities to carry out our business. In the event of noncompliance with these laws, licenses and regulations, we face fines, project shutdowns, cancellation of licenses and revocation of authorizations, as well as administrative, criminal and other penalties. We may also be prohibited from entering into agreements with public authorities and may become exposed to civil liability.

Furthermore, public authorities may issue new and stringent standards or interpret existing laws and regulations, including those related to tax and contractual matters, in a more restrictive manner, which may force companies in the shopping center industry, including us, to incur additional expenses in order to comply with new rules or interpretations. Any such action on the part of public authorities may negatively affect us and the industry.

b) Risks Relating to Brazil

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This influence, as well as Brazilian political and economic conditions, could adversely affect us.

The Brazilian government frequently intervenes in the Brazilian economy and occasionally makes significant changes in policies and regulations. The Brazilian government‘s actions to control inflation and other regulations and policies have often involved, among other measures, increases in interest rates, changes in tax policies, price controls, currency devaluations, capital controls, limits on imports and other actions. Our activities, financial condition, and results of operations, as well as the trading price of our common shares, may be adversely affected by changes in policy or regulations involving or affecting certain factors such as:

  • interest rates, monetary policy and exchange controls and restrictions on remittances abroad;
  • governmental policies related to our business and the Brazilian shopping center industry;
  • strikes at ports, customs and federal revenue department;
  • inflation;
  • growth or downturn in the Brazilian economy;
  • social instability;
  • liquidity of domestic capital and financial markets;
  • fiscal policy;
  • use of electric energy; and
  • other political, social and economic developments in or affecting Brazil.

Future policies of the Brazilian government may contribute to heightened volatility in the Brazilian securities markets and securities issued abroad by Brazilian companies. In addition, eventual political crises may affect the confidence of investors and of the public in general, which may result in economic deceleration and affect the trading prices of common shares issued by companies listed on the stock exchange, consequently having an adverse effect on us.

Government efforts to combat inflation may hinder the growth of the Brazilian economy and could harm our business.

Brazil has in the past experienced extremely high rates of inflation and has therefore followed monetary policies that have contributed to some of the highest real interest rates in the world. Inflation and the Brazilian government’s measures to fight it have had and may have significant effects on the Brazilian economy and our business. Strict monetary policies with high interest rates and high compulsory deposit requirements may restrict Brazil’s growth and the availability of credit. Conversely, more lenient government and Central Bank policies and interest rate decreases may trigger increases in inflation, and, consequently, growth volatility and the need for sudden and significant interest rate increases.

As a result of these measures, the base interest rate in Brazil has fluctuated significantly. The Brazilian inflation rate, according to the National Board Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), or IPCA, measured by IBGE, for 2008, 2009, 2010, 2011 and 2012, have been 5.90%, 4.31%, 5.91%, 6.50% and 5.84%, respectively. Similarly, between 2005 and 2011, interest rate established by the Brazilian Special Clearance and Custody System (Sistema Especial de Liquidação e Custódia), or SELIC, varied between 19.6% and 8.8% per year. As of December 31, 2012, the SELIC rate was 7.25%.

Inflation, measures to curb inflation, and speculation over possible measures can also contribute to significant uncertainty about the Brazilian economy and weaken confidence of investors, which may affect our ability to access financing, including access to the international capital markets.

Future Brazilian government measures, including reductions in interest rates, intervention in the foreign exchange market and actions to adjust or fix the value of the real, may trigger increases in inflation, adversely affecting the overall performance of the Brazilian economy. If Brazil should experience high inflation again, we may not be able to adjust the leases we charge our tenants sufficiently to offset the impact of inflation on our cost structure, which could increase our costs and reduce our net operating margins.

In addition, any significant increase in interest rates may raise the costs of our loans, financing and debentures and have a significant effect on us.

Since our business is closely linked to the performance of the retail sector, we are exposed to the risks from inflation‘s affects on household income, reducing retail consumption. In addition, inflation may increase the cost of indebtedness and the cost of incurring new indebtedness, due to of higher interest rates. We use projection models that take into account varying levels of inflation, by creating different scenarios for our development.

Exchange rate instability may adversely affect the Brazilian economy, and, consequently, us.

The Brazilian real has experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies during the last decades. The Brazilian government has implemented various economic plans and utilized a number of exchange rate policies, including sudden devaluations, periodic mini-devaluations during which the frequency of adjustments ranged from a daily to a monthly basis, floating exchange rate systems, exchange controls and dual exchange rate markets. From time to time, there have been significant fluctuations in the exchange rate between Brazilian currency and the U.S. dollar and other currencies. For example, the real depreciated against the U.S. dollar by 18.67% in 2001 and 52.29% in 2002. Although the real appreciated 18.23%, 8.13%, 11.82%, 8.66% and 17.16% against the U.S. dollar in 2003, 2004, 2005, 2006 and 2007, respectively, due to the crisis in the global financial markets since mid-2008, the real depreciated 31.95% against the U.S. dollar in 2008. On December 31, 2009, the real/U.S. dollar exchange rate was R$1.741 per U.S.$1.00. On December 31, 2010, 2011 and 2012, the real/U.S. dollar exchange rate was R$1.666 per U.S.$1.00, R$1.876 per U.S.$1.00 and R$2.044 per U.S.$1.00, respectively. As of March 31, 2013 the real/U.S. dollar exchange rate was R$2.014 per U.S.$1.00. There can be no assurance that the real will not depreciate or appreciate against the U.S. dollar in the future.

Depreciations of the real relative the U.S. dollar could create inflationary pressures in Brazil and cause increases in interest rates, which could negatively affect the growth of the Brazilian economy as a whole and harm our financial condition and results of operations. On the other hand, appreciation of the real relative to the U.S. dollar and other foreign currencies could lead to a deterioration of the Brazilian foreign exchange current accounts, as well as dampen export-driven growth. Depending on the circumstances, either depreciation or appreciation of the real could adversely affect the growth of the Brazilian economy and us.

Developments and the perception of risks in other countries may adversely affect the market price of Brazilian securities, including our common shares.

The market value of securities of Brazilian issuers, including securities issued by us, may be affected by economic and market conditions in other countries, including the United States, European Union and Latin American countries and other emerging-market countries. Although economic conditions in those countries may differ significantly from economic conditions in Brazil, investors’ reactions to developments in other countries may have an adverse effect on the market value of securities of Brazilian issuers. Crises elsewhere may diminish investor interest in securities of Brazilian issuers, including our common shares. This could adversely affect the market price of our common shares and could also make it more difficult for us to access the capital markets and finance our operations in the future on acceptable terms or at all.

The global financial crisis that began in the United States in 2008 negatively affected the Brazilian stock market and economy in general, resulting in stock and credit market volatility, unavailability of credit, higher interest rates, a general economic slowdown, volatile exchange rates and inflationary pressure.

c) Risks Relating to the Offering and Our Common Shares

The sale of a significant number of our shares after this offering may adversely affect their trading price.

We, our board of directors and executive officers, and our controlling shareholders have agreed with the underwriters and the agents, for a period of 90 days following the date of the publication of the announcement of commencement of the offering and including the date 90 days following the date of this offering memorandum, subject to certain exceptions, not to issue, offer, sell, contract to sell, pledge, loan, grant any option to purchase, make any short sale or otherwise, directly or indirectly, dispose of, or grant any rights or, in our case, file a registration statement under the Securities Act or Brazilian laws, in all cases with respect to any common shares or any options or warrants to purchase any common shares, or any securities convertible into, or exchangeable for, or that represent the right to receive common shares. Additionally, we, our board of directors and executive officers, and our controlling shareholders have agreed with the underwriters and the agents, for the 90-day period referred to in the preceding sentence, not to enter into any swap or other arrangement that transfers to another party, in whole or in part, any of the economic consequences of the ownership of common shares or of any securities convertible into or exercisable or exchangeable for common shares, or warrants or other rights to purchase common shares, whether any such transaction is to be settled by delivery of common shares or such other securities, in cash or otherwise, and not to publicly announce an intention to effect any transaction described in this paragraph. See "Plan of Distribution— Lock-Up Agreements and Other Restrictions."

After the end of the above-mentioned term, the issuance of new common shares will be permitted. The issuance or the sale or the perception of the possibility of issuance or sale of a substantial volume of our common shares may decrease significantly the market value of our common shares.

Investors who participate in this offering will experience an immediate dilution in the net book value of their shares.

We believe that the price per share will be set above the shareholders‘ equity in such shares immediately after this offering. Accordingly, your investment in our common shares will experience significant book value dilution, due to the substantial book value dilution of the investment. For additional information, see "Dilution."

We may need additional funds and may issue additional common shares or securities convertible into our shares, or acquire other companies by merger or take-over, which may result in a dilution of your ownership interest in our common shares.

In the future, we may need to raise additional funds, including through public or private issuance of our common shares or securities convertible or exchangeable into our common shares. Any capital increases by such means may exclude shareholders‘ preemptive rights and, therefore, dilute our then-current shareholders‘ ownership interest in our common stock.

Holders of our common shares may not receive any dividends or interest on shareholders‘ equity.

According to our bylaws, we must pay our shareholders at least 25% of our annual net income as dividends, calculated and adjusted pursuant to Brazilian Corporate Law. See "Dividends and Dividend Policy." This adjusted net income may be capitalized, used to absorb losses or otherwise retained as allowed by Brazilian Corporate Law, and may not be available to be paid as dividends. In addition, we are allowed to suspend the mandatory distribution of dividends in any particular fiscal year if our board of directors decides and informs our shareholders that such distribution would negatively impact our financial condition.

The volatility and illiquidity of the Brazilian securities market may substantially limit the ability of investors to sell our shares at their preferred time and price.

The investment in securities trading in emerging markets such as Brazil frequently involves a higher risk compared to other global markets as investments in emerging markets are generally considered more speculative in nature. The Brazilian securities market is substantially smaller, less liquid, more volatile and more concentrated than the major international securities markets, such as in the United States. The top ten stocks in terms of traded volume accounted for approximately 41.96% of all shares traded on the BM&FBOVESPA for the three-month period ended March 31, 2013. These market characteristics may substantially limit the capacity of holders of our common shares to sell them at their preferred time and price, and this may negatively affect the trading price of our common shares.

In addition, the price of shares sold in an offering is frequently subject to volatility for a period of time following the offering. The market price of our common shares could vary significantly as a result of a number of factors, some of which are beyond our control.

After the conclusion of the offering, we will continue to be controlled by our current controlling shareholders which interest may conflict with the interests of our other shareholders.

Our controlling shareholders can, among other things, elect the majority of the members of our board of directors and decide upon any resolution that requires shareholder approval, including corporate reorganizations and the amount and timing of the payment of any dividends, as long as the mandatory distribution of dividends is respected. The interests of our controlling shareholders may differ from each other and from the interests of our minority shareholders.

Dividends paid by us will not be eligible for the favorable rate of U.S. federal income taxation applicable to certain "qualified dividend income."

Dividends received before January 1, 2011 by non-corporate U.S. shareholders on shares of certain foreign corporations will be subject to U.S. federal income tax at lower rates than other types of ordinary income if certain conditions are met. However, because our common shares are not readily tradable on an established securities market in the United States and there is no income tax treaty between Brazil and the United States, we currently do not expect that those conditions will be met. As a result, distributions on our common shares paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be taxable as ordinary income to United States shareholders and will not be entitled to a reduced rate of taxation. See "Taxation--Taxation of Dividends."

A U.S. holder of our common shares may be subject to adverse consequences if we are classified as a passive foreign investment company.

We do not expect to be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. However, there are a number of uncertainties and contingencies that are beyond our control that would impact the application of the PFIC rules to our business. Therefore, no assurance can be given that we will not be classified as a PFIC for any particular year. If we are classified as a PFIC at any time during a U.S. investor’s holding period, the U.S. investor may be subject to adverse U.S. tax consequences. See "Taxation— Certain Brazilian Tax Considerations—Tax on Foreign Exchange Transactions" for a detailed discussion of the PFIC issue and how we believe it may impact potential U.S. investors.

In order to continue to qualify as a "real estate operating company" under the Plan Assets Regulation, we may have to acquire or dispose of certain investments or pursue various activities under sub optimal conditions.

Our decision to manage our assets and activities so as to continue to qualify as a "real estate operating

company" (as defined in "ERISA Considerations") may necessitate the acquisition or disposition of particular investments or the pursuit of various activities under sub optimal conditions. We may forego a favorable investment if it would not qualify under the "real estate operating company" exception under the Plan Assets Regulation (including to the extent the structure of such investment is not consistent with the "real estate operating company" requirements), or we may decide to liquidate an investment at a disadvantageous time based on these requirements, resulting in lower proceeds than might otherwise have been the case without the need for such compliance. See "ERISA Considerations."

The protections afforded to minority shareholders in Brazil are different from those in the United States and may be more difficult to enforce.

Under Brazilian law, the protections afforded to minority shareholders are different from those in the United States. In particular, the legal framework and case law pertaining to disputes between shareholders and us, our directors, our officers or our controlling shareholder, if any, is less developed under Brazilian law than under U.S. law and there are different procedural requirements for bringing shareholder lawsuits, such as shareholder derivative suits, which differ from those you may be familiar with under U.S. and other laws. There is also a substantially less active plaintiffs‘ bar dedicated to the enforcement of shareholders‘ rights in Brazil than in the United States. As a result, in practice it may be more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholders than it would be for shareholders of a U.S. company.

Holders of our common shares may face difficulties in serving process on or enforcing judgments against us and other persons.

We are a corporation (sociedade por ações) organized under the laws of Brazil, and all of our board members, executive officers and independent public accountants reside or are based in Brazil. Most of our assets and those of these other persons are located in Brazil. As a result, it may not be possible for you to effect service of process upon us or these other persons within the United States or other jurisdictions outside Brazil. Because judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws may only be enforced in Brazil if certain conditions are met, you may face greater difficulties in protecting your interests in the case of actions by us or our board of directors or executive officers than would shareholders of a U.S. corporation.

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