Investment Memorandum

Investment Proposal

Futuro Agrate Ltd / Platani S.r.l.

Controlled Land Development Investment Opportunity

Agrate Conturbia, Piemonte, Italy ~211.3 hectares (incl. castle)

01 · Investment Thesis

Investment Thesis

Futuro Agrate is a land development investment in a large-scale estate in Northern Italy, creating value through:

Consolidation of the land asset

Approval of the master plan

Securing building permits

Sale of permitted land / execution of development

The investor obtains control at an early stage with an exit route that does not require taking construction risk.

02 · Corporate Structure

Corporate Structure

Futuro Agrate Ltd

United Kingdom

Project holding company. UK law — corporate control.

Platani S.r.l.

Italy

Land-owning company. Italian law — the land asset.

Holding Company

Land Owning SPV

Development Platform

03 · Land Asset

Land Asset

Land bank

~214.3 ha

Piemonte, Northern Italy

Net dev area

~211.3 ha

After transfer of ~3 ha to the municipality

Castle + land

12 ha

Reconstruction of 7,000 m²

Interactive rights map

Area structure and starting build rights

Hover or tap a parcel to see its land area and confirmed build rights.

Starting total

22,000 sqm

confirmed build rights

Confirmed build rights, sqm22,000 sqm total

Platani S.r.l. · permitted development8,000 sqm · 36%

3 ha parcel · transferable rights7,000 sqm · 32%

Castle + 12 ha · reconstruction with approved design7,000 sqm · 32%

Three sources of rights add up to 22,000 sqm of starting volume. Target volume after master planning — 62,000 sqm.

Target volume

62,000 m²

Including castle reconstruction of 7,000 m²

Phase 1 (start)

8,000 m²

Hotel 3,000 m² + villas

Agrate Conturbia & Divignano · Lake Maggiore and Lake Orta district

04 · Investor Entry

Investor Entry Terms

Total commitment — €20M: acquisition of a controlling interest in Futuro Agrate Ltd plus project financing for asset consolidation.

51%

Controlling interest

€3M

Price for Futuro Agrate Ltd shares

€17M

Project financing

Secured facility

100% share pledge + land

€20M

Total

Total commitment

Equity + financing facility

05 · Share Transfer & Control

Share Transfer & Control

At closing the investor receives:

Management control

Appointment of directors

Control over financial decisions

Deferred payment

Payment for the shares is made after the acquisition of 100% of Platani S.r.l.

Control transfers before payment obligation

06 · Use of Funds — €17M Facility

Project Financing

Facility size

€17M

Secured project financing

Acquisition of Platani S.r.l.8,000 m² of permitted building rights

€10M

3 ha parcel with transferable rights7,000 m²

€2M

Castle + 12 ha of land7,000 m² for reconstruction, design in place

€3M

Project preparation (master plan, DD, infrastructure)

€2M

Total confirmed rights (start)22,000 m²

Security package

100% of Futuro Agrate Ltd shares pledged

100% of Platani S.r.l. shares (post-consolidation)

Mortgage over the ~214.3 ha land bank

Control over the use of proceeds

07 · Investment Process

Investment Process

Stage 1

Due Diligence

Budget €120k · legal, corporate, financial and technical DD · ~1.5 months

Stage 2

Reservation Deposits

€240k (€140k Platani + €100k for the 3 ha parcel) — payable to Futuro Agrate Ltd

Stage 3

Closing & Consolidation

Transfer of 51% of shares, drawdown of the €17M facility, consolidation of Platani + land + castle

Stage 4

Master Plan & Phase 1

€2M — master plan, permits, infrastructure, launch of Phase 1 (8,000 m²)

08 · Distribution Waterfall

Distribution Waterfall

Step 1

Repayment of senior secured facility principal

€17M

Step 2

Payment of accrued interest and fees on the facility

Step 3

Only after full discharge of the loan — equity: return of the 51% acquisition price

€3M

Step 4

Distribution of remaining profit pro rata to equity

51% / 49%

Step 5

Reinvestment into Phases 2–4 or exit

09 · Modelled exit scenario

Primary Exit — Phase 1 Development

GDV Phase 1 (base case)

€282M

43,400 m² of saleable area

Costs (model)

€155M

~€2500/m² construction

Modelled profit

€127M

Margin 45% (modelled, not guaranteed)

Waterfall (strict order): 1) repayment of the €17M loan — principal + accrued interest → 2) equity: €3M acquisition price → 3) remaining modelled profit distributed 51% / 49%

Downside

~2.8x

Prices −20%, timeline +12 months, costs +10%

Base case

~4.3x

Profit €127M · investor share €65M

Upside

~5.1x

Prices +10%, full delivery of Phase 1 on schedule

Phase 1 horizon: ~36–48 months. Multiples are gross (before tax and fees) on the €20M total commitment.

Sensitivity note: the multiples and amounts shown result from financial modelling under explicitly stated assumptions (sales prices, timing of planning consents, construction costs, cost of financing). A change in any assumption affects the outcome non-linearly. Downside / Base / Upside are modelled scenarios, not a forecast, offer or promise of return. Past and modelled figures do not indicate future results; capital is at risk.

10 · Alternative modelled scenario

Early Exit — Land Sale

Sale of permitted land

Permitted volume

62,000 m²

Target permitted volume (incl. castle 7,000 m²)

Land value range

€50M – €70M

Indicative range, 18–25% of GDV

Horizon

24–36

Without taking construction risk

Scenario range (investor 51% share, after loan repayment)

Downside — sale at €50M~€15M

Planning rights partially obtained, buyer discount

Base case — sale at €60M~€20M

Master plan approved, standard market demand

Upside — sale at €70M~€26M

Full permit package, competitive sale process

Modelled range of ~1.5x – 2.5x on €20M over 24–36 months under the stated assumptions

11 · Long-term model: 250,000 m²

Full Territory Scenario

Illustrative long-term scenario for the development of the entire territory. Dependent on obtaining planning rights for Phases 2–4, market conditions over 7–10 years and access to capital. The figures below are model estimates, not a forecast or an expected return.

GDV (model estimate)

≈ €1.14B

assuming 250,000 m² developed

Estimated land value

€205M – €285M

with a full permit package

Phase 1 (62k m²)

€127M

Modelled profit · 51% → ~€65M

Phases 2–4 (190k m²)

≈ €400M

Model profit · 51% → ≈ €200M

Cumulative to investor (51%)

≈ €250M

Modelled scenario ~12x on €20M over 7–10 years

12 · Investment Logic

Investment Logic

Secured credit position: loan repayment ranks ahead of equity

Control (51%) is acquired only at Stage 2, once conditions are satisfied

Contractual interest on the loan is an SPV obligation, not a return guarantee

Value underpinned by the land asset and the share pledge

Planning upside dependent on obtaining permits

Several independent exit routes, including an early exit

Land Banking → Planning Gain → Controlled Development

All figures in this document are modelled scenarios based on the stated assumptions. They are not a forecast, offer, promise or guarantee of return; actual results may differ materially and invested capital may be partially or entirely lost.

Evidence standard: what is fact, what is model, what is ambition

Every material statement in this proposal is classified below by the strength of its evidence and carries a named source and a date. Nothing is presented as fact unless it can be verified against a document.

Verified facts

Documented and capable of independent verification against title deeds, planning permits, corporate filings or executed agreements.

Total territory of 214.3 ha, of which 211.3 ha net development area, assembled across Platani S.r.l. and adjacent parcels at Agrate Conturbia (Novara, Piedmont).
Source:
Land registry extracts (Catasto) and Platani S.r.l. title documentation
As at:
1 February 2026
Documented
Starting build rights of 22,000 m²: 8,000 m² existing permitted GFA, 7,000 m² transferred rights and 7,000 m² of approved castle reconstruction on the 12 ha castle estate.
Source:
Municipal planning permits, Comune di Agrate Conturbia, and the approved castle reconstruction project
As at:
1 February 2026
Documented
Two-stage structure: a €17,000,000 senior secured development loan to Futuro Agrate Ltd (London), fully pledged over shares and land, followed only after milestones by acquisition of a 51% stake for €3,000,000.
Source:
Term sheet and draft facility / share purchase documentation, Futuro Agrate Ltd
As at:
15 March 2026
Documented

Market data

Third-party statistics and benchmarks. Attributed to the issuing body with its publication date; not produced by Futuro Agrate.

Residential transaction price bands for the Novara province and the Lake Maggiore belt are published semi-annually and are used as the external reference for the model’s pricing inputs.
Source:
Agenzia delle Entrate — Osservatorio del Mercato Immobiliare (OMI)
As at:
30 November 2025
Third-party source
Population, household formation and internal migration series for Lombardy and Piedmont are the demographic basis for demand statements on these pages.
Source:
ISTAT — Italian National Institute of Statistics
As at:
31 December 2025
Third-party source
Italy’s flat-tax regime for new residents and the investor visa framework are set by primary legislation and administered by the tax authority; terms and thresholds are subject to change by law.
Source:
Agenzia delle Entrate and Ministero degli Affari Esteri (Investor Visa for Italy)
As at:
1 January 2026
Third-party source

Expert opinion

Professional judgement of named advisers. Opinion is not valuation, appraisal or assurance.

Masterplan 2026 — zoning, density distribution and six-phase sequencing — represents the professional judgement of the project’s planning and architecture team. It is a design position, not a valuation or a planning consent.
Source:
Futuro Agrate planning and architecture team
As at:
20 January 2026
Independent verification pending
The debt-first sequencing (principal, then accrued interest, then advances, then equity) reflects counsel’s structuring view on lender protection; it does not constitute legal or tax advice to any recipient.
Source:
Transaction counsel to Futuro Agrate Ltd
As at:
15 March 2026
Independent verification pending

Scenarios

Downside, base and upside cases produced by the internal financial model under stated assumptions. Outputs change when assumptions change.

Phase 1 is modelled in downside, base and upside cases across construction cost, sales price and absorption. The illustrative base case assumes an average build cost of €2,500/m² and an average sales price of €6,500/m².
Source:
Futuro Agrate internal financial model (v2026.1)
As at:
1 March 2026
Model output
The land exit case assumes disposal of the permitted land bank at €70M or above, with proceeds applied first to loan principal and accrued interest, then to advances, and only then split 51% / 49%.
Source:
Futuro Agrate internal financial model (v2026.1)
As at:
1 March 2026
Model output

Forecasts

Forward-looking estimates of timing, absorption and pricing. Not a promise, guarantee or projection of returns.

Extension of build rights beyond the confirmed 22,000 m² toward the 62,000 m² Phase 1 programme is forecast over a multi-year permitting cycle. Timing depends on municipal and regional process outside the developer’s control.
Source:
Futuro Agrate development programme, Masterplan 2026
As at:
20 January 2026
Model output
Absorption of residential and serviced product is forecast from regional demand and comparable schemes. Forecasts are estimates, not commitments, and carry no assurance of price or velocity.
Source:
Futuro Agrate internal financial model (v2026.1), calibrated to ISTAT and OMI series
As at:
1 March 2026
Model output

Project ambition

The long-term intent of the developer. Ambition is neither permitted, financed nor underwritten at the date shown.

A perspective build-out of approximately 250,000 m² GFA across the full 214.3 ha over the project’s long-term horizon. This volume is not permitted, not financed and not underwritten today.
Source:
Futuro Agrate Masterplan 2026 — perspective scenario
As at:
20 January 2026
Independent verification pending
The intent is a single walkable estate combining residences, hospitality, wellness, sport, nature and everyday services under one long-term management structure.
Source:
Futuro Agrate Ltd — development vision
As at:
20 January 2026
Independent verification pending

Legal Notice & Disclaimers

This document is provided for information purposes only to prospective qualified investors as a preliminary overview of the project. It does not constitute a public offer, solicitation, investment recommendation, or financial, legal or tax advice, and creates no binding obligation between the parties.

Status of rights and permits

The stated development volumes (Platani S.r.l. — 8,000 sqm; 3-ha parcel — 7,000 sqm of transferable rights; castle + 12 ha — 7,000 sqm of reconstruction; total ~22,000 sqm) and the target volume of ~62,000 sqm reflect currently confirmed planning parameters and development potential but remain subject to review, coordination and final approval by the competent municipal, regional and state authorities of the Italian Republic. Final permitted volumes may differ from those estimated.

Status of assets and transactions

As of the date of these materials, certain assets (in particular the castle and its adjoining land) are subject to existing bank encumbrances; the acquisition and consolidation transactions concerning Platani S.r.l., the 3-ha parcel and the castle estate have not yet been completed and remain conditional upon successful due diligence, release of encumbrances, lender consents and execution of definitive documentation.

Forward-looking figures

Financial figures, including GDV (~€282M), costs, net profit (~€127M), MOIC multiples, timelines and the 51%/49% waterfall, are forward-looking estimates based on current market assumptions and management judgement, and provide no guarantee of actual outcomes. Past performance is not indicative of future results.

Transaction structure

The described structure (Futuro Agrate Ltd SPV, €17M secured facility, acquisition of 51% for €3M, share pledges and mortgages) reflects the parties’ intentions and remains subject to finalisation in legally binding documentation following DD. Terms may change based on negotiations, regulatory and tax considerations.

Recipient restrictions

These materials are intended solely for professional / qualified investors under the laws of the recipient’s jurisdiction. Distribution to the general public, retail investors, or in jurisdictions where such offer would be unlawful is not permitted.

Before making any investment decision, the recipient must conduct independent due diligence and consult qualified legal, tax and financial advisors. Real estate development investments involve significant risks, including the possible total loss of invested capital.