Reference Content

Investor Guide

Reference content to assess opportunities, understand risks, and invest with greater clarity on the Alba Invest platform.

1

What is the Platform

Alba Invest is an electronic participatory investment platform authorized by the Brazilian Securities and Exchange Commission (CVM) to distribute public offerings of securities issued by small-sized companies, automatically exempted from registration, in accordance with CVM Resolution No. 88/2022.

Through Alba Invest, companies organize their public investment offerings and both individuals and legal entities can invest in alternative investment opportunities through a digital environment with access to offering documentation.

2

How to Invest

  1. Browse available offerings — Access the investment offerings available on the platform.
  2. Choose and set the amount — Select an offering and define the investment amount (minimum or any multiple thereof).
  3. Sign the Risk Acknowledgment — Before confirming, sign the risk acknowledgment form directly on the offering page.
  4. Transfer funds — Transfer the funds to the designated segregated payment account.
  5. Track your investment — Monitor your investment progress through the platform.
Right of withdrawal
After confirming your investment, you have up to 5 business days to withdraw without any fine or penalty.
3

Offering Rules

  • Each offering may raise up to R$ 15,000,000.00 (fifteen million Brazilian reais).
  • The offering period is up to 180 days.
  • The minimum fundraising target must be at least 2/3 of the target amount.
  • If the minimum target is not reached, the offering is cancelled and the funds are returned to investors.
  • The minimum investment amount is defined by each offering.
4

Payment Flow

After making the investment reservation, funds are transferred to a segregated payment account, maintained at a payment institution regulated by the Central Bank of Brazil. This account is separate from the platform's own accounts.

Offering completed
Funds are transferred to the issuing company's account.
Offering cancelled
Funds are returned to the investor.
Withdrawal
If within the 5-day period, funds are returned in full.
5

Types of Securities

Securities distributed through the platform may include:

Debt Securities
  • CR — Receivables Certificate
  • CRI — Real Estate Receivables Certificate
  • CRA — Agribusiness Receivables Certificate
  • NC — Commercial Note
  • Debenture — Corporate debt instrument
Equity Securities
  • CIC — Collective Investment Contract
  • Convertible Loan — Loan convertible into equity
  • Convertible Debenture — Debenture convertible into equity
  • Shares — Direct equity stake
6

Tax Treatment

Income tax on investment returns follows the regressive tax table:

PeriodTax Rate
Up to 180 days22.5%
From 181 to 360 days20.0%
From 361 to 720 days17.5%
Over 720 days15.0%
CRA (Agribusiness Receivables Certificates) are tax-exempt for individual investors. The investor is responsible for reporting the income in their Annual Income Tax Return.
7

Valuation and Yield

Each issuing company defines its own valuation using methodologies such as discounted cash flow (DCF), market comparables, or revenue multiples. The valuation is a subjective estimate and the investor should conduct their own analysis before investing.

For debt securities, the yield is defined in the offering terms and may be fixed-rate, floating-rate (CDI, SELIC, IPCA), or variable based on the operation's performance.

8

Accountability

After the offering is completed, the issuing company must periodically report to investors, including:

  • Financial statements (at least annually)
  • Performance reports on the use of raised funds
  • Updates on material facts affecting the business

The platform provides a communication channel between investors and the issuing company to facilitate monitoring.

9

Investor Categories

General Investor
Annex B

Investment limit of up to R$ 20,000 per year on electronic participatory investment platforms, where applicable.

High-Value Investor
Annex C

Income or net worth above R$ 200,000, limit of 10% of the higher value.

Qualified Investor
Annex D

Financial investments above R$ 1,000,000, with no contribution limits.

10

Due Diligence

The platform conducts a preliminary analysis (due diligence) of each company and operation before making it available to investors, including:

  • Review of the company's legal and financial documentation
  • Verification of registration and tax compliance
  • Assessment of business viability and market potential
  • Analysis of guarantees and protection structure

Important: The platform's analysis does not constitute a guarantee of return or elimination of risk. The investment decision is the sole responsibility of the investor.

11

Fees and Remuneration

  • Distribution fee: A percentage charged on the total amount raised in each offering, paid by the issuing company.
  • Performance fee: May be charged on investment returns, limited to a maximum of 20% of the investor's capital gain.

The specific fees for each offering are disclosed in the offering materials before the investment.

12

Investment Risks

Warning
Alternative investments involve significant risks. There is no guarantee of return and the investor may lose the entire invested capital.
Risk of total loss
You may lose the entire invested capital.
Liquidity risk
These are illiquid assets — there is no organized secondary market.
Credit/default risk
The issuing company may fail to fulfill its payment obligations.
Market risk
Economic conditions may affect investment performance.

Diversification: We recommend not allocating more than 5% of your portfolio to this type of investment and diversifying across multiple offerings.

14

Glossary

InvestorAn individual or legal entity that allocates resources into securities.
IssuerA company that issues securities to raise capital.
PlatformA digital environment authorized by the CVM to intermediate public alternative investment offerings.
Resolution 88A CVM rule that regulates electronic participatory investment platforms in Brazil.
Public OfferingThe process of raising funds from the investing public.
CICCollective Investment Contract — a security representing the right to participate in an enterprise.
DebentureA corporate debt instrument that grants the investor a credit right.
Convertible DebentureA debenture that can be converted into an equity stake.
CRReceivables Certificate — a credit instrument backed by receivables.
CRIReal Estate Receivables Certificate — backed by real estate receivables.
CRAAgribusiness Receivables Certificate — backed by agribusiness receivables.
NCCommercial Note — a short-term debt instrument issued by companies.
Convertible LoanA loan that can be converted into an equity stake in the company.
SharesA fraction of a company's capital, representing a direct equity stake.
Segregated AccountA payment account kept separate from the platform's own accounts, maintained at a Central Bank-regulated institution.
Due DiligenceA preliminary analysis process performed by the platform on the company and its operation.
ValuationAn assessment of a company's value, used as a basis for pricing securities.
Right of WithdrawalA 5-business-day period during which the investor may withdraw from the investment without penalty.
IR (Income Tax)Federal tax on financial income in Brazil.
CDIInterbank Deposit Certificate — the benchmark rate for fixed-income investments in Brazil.
SELICBrazil's base interest rate, set by the Central Bank.
IPCABroad Consumer Price Index — the official inflation indicator in Brazil.
Distribution FeeA percentage charged on the total amount raised in each offering, paid by the issuing company to the platform.
Performance FeeA percentage charged on investment returns, limited to 20% of the investor's capital gain.
Qualified InvestorAn investor with over R$ 1 million in financial investments, with no contribution limits.
DiversificationA strategy of spreading investments across different assets to reduce risk.
SPESpecial Purpose Entity — a company created for a specific objective or project.
SecuritizerA company that transforms receivables into tradeable securities (CRI, CRA, CR).
Tag AlongThe right of minority shareholders to sell their shares under the same conditions as the controlling shareholder.
Drag AlongThe right of the majority shareholder to compel minority shareholders to sell their shares under certain conditions.