FAQ

Where are Aliansce’s shares traded?

The Company’s shares are listed for trading in the BM&FBOVESPA under the symbol "ALSC3". Aliansce has entered into an agreement with the BM&FBOVESPA to list its shares in the "Novo Mercado" the highest level of the differentiated corporate governance practices.

What are Aliansce’s common shares rights?

Each of the Company’s common shares entitles its holder to one vote at any extraordinary or annual shareholders’ meeting. Pursuant to the Novo Mercado Participation Agreement entered into between Aliansce, its management and BM&FBOVESPA in connection with the listing of the Company’s shares on the Novo Mercado, Aliansce is prohibited from issuing non-voting shares or shares with restricted voting rights.

Holders of Company’s common shares are entitled to dividends or other distributions made in respect of its common shares in proportion to their portion of the amount of the dividend or distribution. In addition, upon Aliansce’s liquidation and after discharging all of its liabilities, holders of its common shares are entitled to receive any remaining assets as capital reimbursement ratably in accordance with their respective participation in the total amount of the Company’s issued and outstanding shares. Holders of Aliansce’s common shares have the right, but not the obligation, to subscribe to its future capital increases.

According to Brazilian Corporate Law and the Company’s bylaws, neither its bylaws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights:

  • he right to participate in Aliansce’s distribution of profits ratably;
  • in the event of the Company’s liquidation, the right to participate in the distribution ratably in accordance with their respective participation in the total amount of its issued and outstanding common shares;
  • the right to monitor Aliansce’s management, in accordance with applicable law;
  • the preemptive rights to subscribe for shares, convertible debentures or warrants, except in some specific circumstances under Brazilian law; and
  • the right to withdraw from the Company in the events provided in Brazilian Corporate Law.

What are the transfer restrictions of Aliansce shares?

Each purchaser of Aliansce common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are "restricted securities" within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:

  • the purchaser: (i) is a qualified institutional buyer and is aware that the sale of Aliansce common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act; 
  • in making its decision to purchase the common shares, the purchaser: (i) has made its own investment decision regarding the common shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and
  • Aliansce common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.

How individuals not resident in Brazil can invest in Aliansce shares?

The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Aliansce shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.

The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to Aliansce shares are carried out through the foreign exchange market.

To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:

  • appoint representative in Brazil, with powers to perform actions relating to its investment;
  • appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
  • through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
  • Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.

How and when does Aliansce disclose its information?

All Aliansce’s material facts, earnings results and other notices to the market are published simultaneously at CVM/BM&FBOVESPA and at the investor relations area of the Company’s website (www.aliansce.com.br), and sent later by email to persons registered to receive this information. To receive information by e-mail pleaseregister here.

Complete financial statements are published annually on the newspapers Diário Oficial do Estado do Rio de Janeiro and "Valor Econômico" Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of Aliansce’s website (www.aliansce.com.br). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.bmfbovespa.com.br) and at the Securities and Exchange Commission of Brazil - CVM (www.cvm.gov.br).

How can I contact the Investor Relations Area?

Aliansce Shopping Centers S.A.
Rua Dias Ferreira, 190, 3rd floor
Leblon - Rio de Janeiro
Brazil
22431-050
Tel: +55 21 2176-7272
Fax: +55 21 2176-7229
www.aliansce.com.br

Eduardo Prado
Investor Relations Officer
E-mail: ri@aliansce.com.br

Any questions not related to analysts and investors must be directed to Aliansce’s Contact Form.

Why does Aliansce calculate Adjusted EBITDA?

Adjusted EBITDA means net income (loss) plus minority interest, income and social contribution taxes, net financial expense, depreciation and amortization and non-recurring expenses, net. Adjusted EBITDA is a non-GAAP accounting measure that Aliansce has reconciled to a Brazilian GAAP measure in accordance with one of the suggestions included in CVM Official Letter No. 01/2007.

Adjusted EBITDA is not contained in its financial statements prepared in accordance with Brazilian GAAP. It is not an indicator of cash flow for the periods presented, and should not be considered as an alternative to cash flow or to net income or an indicator of the Company’s operating performance or liquidity. There is no standard definition of Adjusted EBITDA and Aliansce’s definition may not be comparable to Adjusted EBITDA, EBITDA or similar measures as used by other companies. Aliansce uses and present Adjusted EBITDA as a performance measure used by its management.

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