FA
    Confidential

    Investment Proposal

    Agrate Conturbia Development Project

    Futuro Agrate Ltd / Platani S.r.l. — Piemonte, Italy

    1. Executive Summary

    An opportunity is offered to acquire a controlling interest in Futuro Agrate Ltd and participate in the development of one of the largest land development projects in Northern Italy.

    The project is located in the municipalities of Agrate Conturbia and Divignano (Piemonte, Italy) and involves the consolidation of a land bank of approximately 214.3 hectares, followed by obtaining planning approval for approximately 62,000 sq.m of total development volume. Following dedication of approximately 3 hectares to the Municipality, the net development area will comprise approximately 211.3 hectares.

    The target development potential of the project is approximately 62,000 sq.m, including the reconstruction of the historic castle comprising approximately 7,000 sq.m.

    Transaction Structure

    Two separate transactions. Debt first, equity second.

    The Investor does not commit €20 million of equity. The Investor first acts as the project’s senior secured lender, is repaid ahead of all equity, and only thereafter acquires control of a consolidated and materially more valuable development platform.

    Stage 1 — Senior Secured Debt

    Senior Secured Development Loan

    Not an equity investment. A senior secured development facility.

    €17,000,000

    Permitted use of proceeds

    Consolidation of approximately 215 hectares into a single land bank
    Repayment of existing liabilities
    Acquisition of remaining land parcels
    Removal of encumbrances
    Preparation of planning documentation
    Masterplan development
    Permitting
    Securing approximately 40,000 sqm of additional development rights

    Objective: to create a fully consolidated, permitted and materially more valuable development platform.

    Security Package

    The facility is secured on a first-ranking basis over the entire project perimeter.

    First-ranking mortgage over project land
    Pledge of 100% of Futuro Agrate Ltd
    Pledge over Platani S.r.l.
    Security over project assets
    Assignment of project cash flows
    Controlled bank accounts
    Corporate guarantees

    The Investor is repaid first

    Before founders. Before shareholders. Before any equity distribution.

    11. Senior secured loan — principal repayment
    22. Senior secured loan — accrued interest and fees
    33. Return of any additional investor advances
    44. Equity distributions: 51% Investor / 49% Founders
    Stage 2 — Control Equity

    Acquisition of 51% of Futuro Agrate Ltd

    Executed only after land consolidation is complete, planning has substantially progressed, additional development rights have been advanced and project value has materially increased.

    €3,000,000

    Conditions to Stage 2

    01Land consolidation completed
    02Planning substantially progressed
    03Additional development rights advanced
    04Project value materially increased

    The €3 million does not fund development. It purchases control of an already assembled platform at a materially higher value than at Stage 1.

    Capital Path

    1. Investor

    2. €17M Senior Secured Development Loan

      First-ranking security across the project perimeter

    3. Land Consolidation

      ~214.3 ha assembled into a single land bank

    4. Planning & Permitting

      Masterplan, documentation and approvals

    5. Additional 40,000 sqm Development Rights

      Incremental permitted GFA

    6. Project Value Increases

      Consolidated, permitted development platform

    7. Loan Fully Repaid

      From refinancing and future project financing

    8. Investor Acquires 51% for €3M

      Control of the platform post value creation

    9. Long-Term Ownership and Profit Participation

      Continued 51% economic interest

    Investor Position

    Priority capital protection

    Senior ranking ahead of all equity capital.

    Downside protection

    Asset-backed collateral across land and corporate structures.

    Repayment before equity

    Debt service precedes any distribution to founders.

    Long-term upside

    51% ownership retained after full repayment.

    I lend first. I recover my capital first. Then I become the controlling shareholder.

    4. Initial Stage of the Transaction

    Due Diligence

    €120,000

    • • Legal due diligence
    • • Corporate due diligence
    • • Financial due diligence
    • • Planning and zoning due diligence
    • • Technical due diligence

    Expected duration: Approximately 1.5 months

    Reservation Deposits

    • Reservation deposit — acquisition of Platani S.r.l.€140,000
    • Reservation deposit — acquisition of the 3-hectare land parcel€100,000

    These amounts are paid immediately to Futuro Agrate Ltd and form part of the overall transaction structure.

    5. Use of Funds — Secured Facility

    The €17,000,000 facility is provided on a staged basis, within an approved budget and subject to satisfaction of agreed conditions precedent. Funds are channelled through controlled project accounts, and material expenditures, additional fundraising, asset transactions and other key decisions require prior Investor approval.

    5.1. Acquisition of Platani S.r.l.

    €10,000,000

    • • Acquisition of 100% of the shares of Platani S.r.l.
    • • Repayment of bank liabilities
    • • Repayment of debts owed to shareholder-creditors
    • • Consolidation of land ownership rights

    Result:

    • • Futuro Agrate Ltd owns 100% of Platani S.r.l.
    • • Approximately 214.3 hectares of land consolidated within the project structure
    • • Existing development rights for approximately 8,000 sq.m are secured

    5.2. Land Parcel with Transferable Development Rights

    €2,000,000

    • • Acquisition of a ~3-hectare parcel carrying transferable development rights of 7,000 sq.m
    • • Development rights transferred to the main development area
    • • The 3-hectare parcel itself is subsequently dedicated to the Municipality for public infrastructure

    Result:

    • • An additional 7,000 sq.m of development rights is added to the primary project area

    5.3. Historic Castle Estate

    €3,000,000

    • • Historic castle
    • • ~12 hectares of land
    • • Reconstruction asset of ~7,000 sq.m

    Note:

    • • The property is currently subject to a bank charge; acquisition proceeds in parallel with the other transactions after negotiations with the lending bank and release of encumbrances
    • • Upon completion, the asset becomes part of Platani S.r.l.

    5.4. Project Preparation and Development

    €2,000,000

    • • Master planning
    • • Architectural design
    • • Engineering studies
    • • Environmental studies
    • • Legal support
    • • Planning and zoning documentation

    6. Resulting Asset Structure

    Upon completion of consolidation, Futuro Agrate Ltd owns 100% of Platani S.r.l.

    Platani S.r.l. owns:

    • • Approximately 214.3 hectares of primary development land
    • • The historic castle estate and its 12-hectare landholding
    • • Transferable development rights of approximately 7,000 sq.m

    Total land under control

    ~214.3 hectares

    Net development area (after public dedication)

    ~211.3 hectares

    7. Confirmed Development Potential

    Following consolidation, the project possesses confirmed development rights from three sources:

    Existing rights

    8,000 m²

    Transferred rights

    7,000 m²

    Castle reconstruction

    7,000 m²

    Total confirmed development potential

    22,000 m²

    Next Development Stage

    The consolidation creates the legal and planning framework necessary to obtain approvals for 62,000 sq.m of total development volume on ~211.3 hectares of land, including 7,000 sq.m of castle reconstruction.

    New construction

    55,000 m²

    Castle reconstruction

    7,000 m²

    Total target volume

    62,000 m²

    8. Phase 1 Development & First Investor Return

    As the general master plan is prepared and a building permit is obtained for 8,000 m², the first development phase is launched comprising a 3,000 m² hotel with a panoramic restaurant and villas of 180 m² each. The development plot is sold to a construction company for €5–6 million with deferred payment terms. Upon completion of this sale, investors receive the first return of the loan provided to Futuro Agrate Ltd.

    Total permitted area

    8,000 m²

    Hotel building

    3,000 m²

    Villas

    180 m²

    Plot sale to developer

    €5–6 million

    First investor return

    Loan repayment to investors

    Phase 1 Development Model

    Agrate Resort & Villas

    The first phase comprises an 8,000 m² integrated resort development on a 214.3-hectare landholding in Agrate Conturbia, Northern Italy — combining a boutique hotel with branded serviced apartments, a signature restaurant and wellness facilities, and 27 luxury resort villas managed by the hotel operator.

    Futuro Agrate Masterplan 2026: 214.3 ha estate, Phase 1 of 62,000 sqm GFA, perspective up to 250,000 sqm GFA

    Agrate Resort & Villas — Phase 1 Master Plan

    Masterplan 2026 · v2026.1Updated: 4 August 2026

    Current revision: 214.3 ha site, 62,000 m² GFA in Phase 1 and up to 250,000 m² in perspective, with 22,000 m² of confirmed building rights (8,000 Platani + 7,000 parcel + 7,000 castle).

    Masterplan 2026 — phases and zones

    Select a phase to see its zones, built volumes and share of the site.

    Launch stage built on 22,000 m² of confirmed rights: residential, hotel, wellness and castle restoration.

    Phase total · Phase 162,000 m² gross floor area

    Legend

    • Residential
    • Hotel
    • Education cluster
    • Wellness & medical
    • Retail & services
    • Castle & historic park
    • Green framework

    Click a zone to expand its description · included in selected phase: Phase 1

    Masterplan 2026 FAQ

    Key investor questions on the site, phasing and build rights.

    Development Components

    Hotel Building

    • Total GBA: 3,000 m²
    • Saleable hotel units: 1,800 m²
    • Hotel infrastructure: 1,200 m²
    • ≈ 47 hotel suites · avg. 38 m²

    Resort Villas

    • 27 villas
    • Average villa size: 180 m²
    • Total villa GBA: 4,860 m²

    Shared Facilities

    • Reception · Concierge
    • Signature restaurant · Lounge bar
    • Wellness centre · Swimming pool
    • Landscaped gardens · Maintenance

    Development Cost

    Land acquisition€5.5 M
    Hotel construction (3,000 m² × €2,500/m²)€7.5 M
    Villa construction (4,860 m² × €2,300/m²)€11.18 M
    Infrastructure & landscaping€2.5 M
    Design, permits & professional fees€1.0 M
    Total Project Cost€27.68 M

    Sales Revenue

    Hotel suites — 47 × €304,000 (38 m² @ €8,000/m²)€14.29 M
    Resort villas — 27 × €1.44 M (180 m² @ €8,000/m²)€38.88 M
    Total Revenue€53.17 M

    Projected Development Profit

    Total revenue

    €53.17 M

    Total cost

    €27.68 M

    Projected gross profit

    €25.49 M

    Projected development margin

    47.9%

    Investment Rationale — Why €304,000 per Suite

    Each purchaser acquires more than a hotel room — they acquire a share of a hospitality business:

    • Ownership within a professionally managed resort
    • Access to restaurant, wellness centre and resort facilities
    • Rental income generated by the hotel operator
    • Use of the property during selected owner periods
    • Potential capital appreciation
    • Location within a large-scale master-planned resort

    Hotel Suite Rental Programme

    Average Daily Rate (ADR)€220
    Average occupancy65%
    Annual gross revenue per suite€52,195
    Hotel management fee (regional avg. ~30%)−€15,659
    Operating costs (utilities, OTA, housekeeping, reserves ~25%)−€13,050
    Estimated net income to owner≈ €23,500 / year
    Purchase price€304,000

    Target net yield (after management fee)

    7.7% p.a.

    Expected range: 6%–9% p.a.

    Villa Rental Programme

    Each villa remains privately owned but may participate in the hotel rental pool, operated by the resort management company at regional average fees.

    Villa price€1.44 M
    Typical rental rate€700–1,000 / night
    Target occupancy50–60%
    Estimated annual gross revenue€150,000–200,000
    Villa management fee (regional avg. ~25%)−€37,500–50,000
    Operating costs (housekeeping, utilities, pool & garden ~20%)−€30,000–40,000
    Estimated net income to owner≈ €80,000–110,000 / year

    Expected net yield (after management fee)

    5.5%–7.5% p.a.

    Additional Owner Benefits

    Full hotel concierge services
    Housekeeping · Security · Maintenance
    Pool and garden care
    Restaurant and wellness access
    Global marketing through the resort operator

    Exit Strategy

    Phase 1 establishes:

    • Resort identity
    • Operating hotel platform
    • Proven sales record
    • Rental income history

    This creates the foundation for future development phases across the wider 214.3-hectare estate, significantly increasing land value and development potential.

    9. Investor Entry into Equity

    After completion of land bank consolidation, registration of title and security, confirmation of development rights and completion of agreed pre-project milestones, the Investor acquires 51% of Futuro Agrate Ltd for €3,000,000. At the first stage, the Investor acts as a secured priority creditor controlling the use of the provided capital and key project decisions; at the second stage, it acquires corporate control over the formed development platform and preferred participation in the further growth of its value.

    Investor stake

    51%

    Futuro Agrate Ltd

    Acquisition price

    €3,000,000

    Capital order: the €17,000,000 senior secured facility (principal + accrued interest) is repaid first; the €3,000,000 equity acquisition follows. Total investor commitment: €20,000,000.

    Post-closing ownership structure

    • • Investor — 51%
    • • Existing shareholders and management company — 49%

    This structure enables a partial return of the founders’ initial investments while ensuring they remain substantially invested and continue to participate in management, planning approvals and project implementation.

    10. Financial Potential

    Total development volume62,000 m²
    Average construction cost€2,500 / m²
    Saleable area43,400 m²
    Average sales price€6,500 / m²
    Projected revenue~€282 million
    Projected costs~€155 million
    Projected gross profit~€127 million
    Projected gross margin~45%

    11. Key Investor Advantage

    The investor enters the project at the asset consolidation stage, obtains effective control over the corporate structure before completion of the acquisitions, benefits from security over shares and real estate assets, participates in the creation of a strategic land bank exceeding 214.3 hectares, and gains exposure to a development project with the potential to secure approximately 62,000 sq.m of approved development rights in one of the most attractive development regions of Northern Italy.

    This is not a land acquisition — this is a controlled entry into an activated development cycle with structured downside protection and scalable upside.

    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:
      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:
      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:
      Documented

    Market data

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

    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:
      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:
      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:
      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:
      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:
      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:
      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:
      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:
      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.

    Investor Enquiries

    Speak directly with the principals.

    Institutional investors, family offices and strategic partners are invited to request the full investment dossier and arrange a private briefing.

    Directinvestors@futuroagrate.com
    LondonMayfair, W1J
    MilanoBrera District

    Information shared is treated as confidential and used solely for the purpose of investor qualification. No third-party sharing.

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