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 215.3 hectares, followed by obtaining planning approval for approximately 62,000 sq.m of total development volume. Indicatively, 215.3 hectares less the proposed dedication of approximately 3.3 hectares to the Municipality leaves approximately 212 hectares; this is arithmetic only and no net developable area has been verified.

    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 proposed transactions: project debt and equity participation.

    The proposed €20 million commitment comprises a €17 million project loan and a separate €3 million purchase of 51% of Futuro Agrate Ltd. Debt-payment priority does not determine the equity-transfer date, which remains to be agreed in definitive documentation.

    Proposed project debt

    Proposed 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 proposed facility would be secured over the project perimeter. Ranking, title, due diligence and perfection are to be agreed in the definitive documentation; status is not represented here.

    Proposed mortgage over project land (ranking to be agreed)
    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

    Proposed payment priority

    Subject to agreed ranking and definitive transaction documents.

    11. Debt principal
    22. Accrued interest and fees
    33. Agreed additional advances
    44. Applicable liabilities and taxes
    55. Residual equity distributions under definitive terms
    Proposed equity participation

    Acquisition of 51% of Futuro Agrate Ltd

    Timing and conditions of the equity transfer remain to be agreed in the definitive documentation; no automatic milestone is stated here.

    €3,000,000

    Conditions to Stage 2

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

    The €3 million is the proposed purchase price for the participation and is not part of the €17 million project budget.

    Capital Path

    1. Investor

    2. €17M Senior Secured Development Loan

      Proposed security across the project perimeter (ranking to be agreed)

    3. Land Consolidation

      ~215.3 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.

    Debt-payment priority and equity-transfer timing are separate matters to be agreed in the definitive documents.

    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

    Full-scope DD presentation (PDF, in Russian)

    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 215.3 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 215.3 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

    ~215.3 hectares

    Net development area (after public dedication)

    ~212 hectares

    7. Confirmed Development Potential

    Subject to completing the acquisitions and to transfer and registration, the project would combine prospective development rights from three sources:

    Existing rights

    8,000 m²

    Transferred rights

    7,000 m²

    Castle reconstruction

    7,000 m²

    Total prospective rights (conditional)

    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 an indicative ~212 hectares (unverified), 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

    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

    The proposed total commitment is €20,000,000: a €17,000,000 project loan and a separate €3,000,000 purchase of 51%. Equity-transfer timing is to be agreed in definitive documents and is not determined by debt-payment priority.

    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. Illustrative subsequent construction scenario (not the land sale)

    Total development volume62,000 m²
    Average construction cost€2,500 / m²
    Saleable area43,400 m²
    Average sales price€6,500 / m²
    Assumed sales revenue~€282 million
    Assumed construction costs~€155 million
    Revenue less assumed construction costs (not investor profit)~€127 million

    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 215.3 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.

    Investment model

    We acquire the land. We secure the permits. We sell the prepared project to developers.

    Futuro Agrate acquires and consolidates land assets, prepares the territory masterplan, secures the required approvals, defines the infrastructure obligations and sells prepared plots — or the whole land project — to developers and operators. Villas, the hotel, wellness and education facilities are later phases delivered by separate parties under separate financing.

    asset acquisitionownership consolidationapprovalssale of the prepared projectreturn of investor capital

    The current stage is asset consolidation and permitting preparation. The actual status of the acquisitions and registrations is verified in due diligence; the supporting documents are made available in the data room.

    €20M
    total investor commitment
    ≈215 ha
    planned land perimeter
    62,000 m²
    target approved building volume
    €50–70M
    modelled sale value of the land project
    24–36 months
    target exit horizon; the starting event is to be agreed

    Target scenario. Subject to completion of the acquisitions, receipt of permits, actual costs and sale terms. This is not a received buyer offer and not a guarantee of outcome.

    Budget: where the money goes

    Use of fundsAmount
    Acquisition of Platani S.r.l., settlement of the liabilities provided for in the transaction, consolidation of the core asset€10M
    Plot of approx. 3.3 ha with 7,000 m² of transferable building rights€2M
    Historic castle with approx. 12 ha of grounds and approx. 7,000 m² of reconstruction volume€3M
    Masterplan, design, technical and environmental studies, legal work, approvals€2M
    Total project loan€17M
    Investor acquisition of 51% in Futuro Agrate Ltd€3M
    Total commitment€20M
    • ◆The €3M for the stake is the price of participation in the company, not an additional construction budget.
    • ◆€20M is not the full cost of delivering the entire complex.
    • ◆Infrastructure costs, municipal obligations, taxes, loan interest and contingency require confirmation by project documentation and are not claimed to be already included in the €2M preparation budget.

    Stages and cash events

    Due diligence
    Timing or condition
    approx. 1.5 months
    Action
    Legal, financial, technical and planning review of the assets
    Spend
    €120k review budget; security payments of €140k (Platani) and €100k (additional plot)
    Result or inflow
    Confirmation of asset composition, rights and liabilities
    Acquisition
    Timing or condition
    after positive due diligence and satisfaction of closing conditions
    Action
    Purchase of the assets, settlement of agreed liabilities, perfection of title and security
    Spend
    €15M per the acquisition budget
    Result or inflow
    Consolidated land perimeter held by the project companies
    Preparation
    Timing or condition
    per the approvals schedule
    Action
    Territory masterplan, approvals, registration of additional rights, preparation of plots for handover to buyers
    Spend
    €2M project preparation
    Result or inflow
    Target approved volume of 62,000 m²
    First inflow
    Timing or condition
    per the terms of the developer contract
    Action
    Planned sale to a developer of a starter plot for approx. 8,000 m² of construction
    Spend
    —
    Result or inflow
    Indicative €5–6M; the contract may provide for deferral, and loan repayment follows actual receipt of payments
    Main exit
    Timing or condition
    target horizon of 24–36 months with a starting event to be agreed
    Action
    Sale of the approved land project in whole or in parts
    Spend
    —
    Result or inflow
    Modelled range €50–70M, base case €60M
    • ◆Security payments and the review budget are not automatically added on top of the €20M: their treatment follows the transaction documents and is not documented at this time.
    • ◆No calendar closing date and no date for the first payment have been fixed.
    • ◆Signing a contract is not equivalent to receiving the full price.
    • ◆No double counting: once the starter plot is sold, the value of the remaining asset is recalculated — the €5–6M early sale is not added to the full value of the same perimeter.

    When the investor receives money

    The sequence separates four distinct events. Signing a contract, receiving cash and paying the investor are not the same thing.

    1. Signing of the sale contract
    Trigger condition
    Execution of a contract with a buyer of a plot or of the project. No agreed date exists.
    What the investor receives
    No payment. A contractual claim to the price arises.
    2. Actual receipt of payments
    Trigger condition
    Payment by the buyer: deposit on signing, balance per schedule; the contract may provide for deferral and instalments.
    What the investor receives
    No payment until funds are credited to the project company.
    3. Repayment of loan and interest
    Trigger condition
    As and when funds are actually received, on a priority basis.
    What the investor receives
    Repayment of the €17M principal plus accrued interest and fees.
    4. Distribution of remaining funds
    Trigger condition
    After full loan repayment and settlement of liabilities, taxes and mandatory payments.
    What the investor receives
    A share of the residual in line with the 51% holding and the agreed distribution order.
    • ◆Trigger for the first inflow: a signed sale contract for the starter plot and actual payment by the buyer of the agreed first tranche. No calendar date is agreed and none is stated here.
    • ◆Interest, fees, agreed additional advances, taxes and operating obligations are accounted for before the distributable residual is calculated.
    • ◆The distribution waterfall and the resulting return are fixed by the final transaction documentation.

    Status of assets and rights

    Rights are separated by status. All figures are stated figures subject to documentary verification in due diligence; none of them is presented as a confirmed permit.

    Stated rights at the core asset (subject to verification)
    8,000 m² of new construction
    Castle rights — on completing the acquisition and verification
    7,000 m² of castle reconstruction; no separate exit value, cost or timeline is established
    Transferable rights — on conditions, transfer and registration
    7,000 m² from the approx. 3.3 ha plot
    Total prospective conditional rights
    22,000 m²
    Total target volume subject to approvals
    up to 62,000 m² in total, including the castle reconstruction
    • ◆The 62,000 m² target is not already permitted: it is achieved through the approvals process.
    • ◆250,000 m² is a long-term development perspective only and is not included in the base exit scenario.
    • ◆The land perimeter is counted once: the castle grounds are part of the approx. 215 ha total and are not added again.

    Investor participation terms

    • ◆The proposed funding is a €17M secured project loan, with a proposed pledge over the shares of the project companies and over the land assets; security, ranking and perfection are subject to legal due diligence and the definitive documentation.
    • ◆Separately, the investor acquires 51% of Futuro Agrate Ltd for €3M.
    • ◆The timing and conditions of both the transfer and the payment of the 51% are to be agreed and will be fixed in the definitive documentation; no trigger or automatic event is agreed or represented here.
    • ◆The settlement separates: gross sale proceeds, repayment of loan principal, interest and fees, distributable funds, and the investor’s own profit.

    A precise investor return is not published until the distribution waterfall and a full cash calculation are agreed. Refinancing is shown as a possible source of loan repayment and requires a decision by a new lender.

    Illustrative scenario of subsequent construction

    €282M
    scenario revenue
    €155M
    scenario costs (62,000 m² × €2,500/m²)
    €127M
    difference between revenue and construction costs

    This scenario is outside the land project: it requires separate financing and carries construction and commercial risk. Without confirmation of the full cost base, €127M is not net profit, and no guaranteed return on the initial €20M is derived from it.

    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.

    No entries in this category.

    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 modelled gross land-project sale range is €50–70M (base €60M). The proposed waterfall applies proceeds to debt principal, accrued interest and fees, agreed additional advances, applicable liabilities and taxes, then residual equity distributions under definitive terms.

      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.

    • Progression from the prospective conditional 22,000 m² combination toward the 62,000 m² target programme depends on acquisitions, verification, transfer, registration and the planning process. Timing remains to be agreed and is not a contractual commitment.

      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.

    • Total territory of 215.3 ha, of which approximately 212 ha is indicative arithmetic after the proposed 3.3 ha dedication (not a verified net developable area), assembled across Platani S.r.l. and adjacent parcels at Agrate Conturbia (Novara, Piedmont).

      Source:
      Futuro Agrate project materials — subject to title and area verification in due diligence
      As at:
      Independent verification pending
    • Project-stated rights: 8,000 m² at the core asset subject to documentary verification; 7,000 m² at the castle conditional on acquisition and verification; and 7,000 m² transferable subject to municipal conditions, transfer and registration. The prospective combined 22,000 m² is conditional.

      Source:
      Futuro Agrate project materials — underlying title, permit and transfer documents not independently verified here
      As at:
      Independent verification pending
    • Proposed €17,000,000 project loan plus a proposed €3,000,000 purchase of 51% of Futuro Agrate Ltd. Security, ranking and perfection are subject to due diligence and definitive agreements; transfer timing remains to be agreed.

      Source:
      Futuro Agrate proposed commercial terms — definitive agreements not verified here
      As at:
      Independent verification pending
    • A perspective build-out of approximately 250,000 m² GFA across the full 215.3 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 8,000 sqm of core-asset rights remains subject to documentary verification. A further 7,000 sqm at the castle depends on acquisition and verification, while 7,000 sqm of transferable rights depends on municipal conditions, transfer and registration. Accordingly, ~22,000 sqm is a prospective conditional combination, not all currently confirmed or owned rights. ~62,000 sqm is the target approval volume.

    Status of assets and transactions

    The acquisition and consolidation of Platani S.r.l., the 3.3-ha parcel and the castle estate are described as proposed transactions, subject to due diligence and definitive documentation. These materials do not verify title status, the presence or absence of encumbrances, or completion of those transactions.

    Forward-looking figures

    €50–70M is a modelled gross land-project sale range (base €60M), not a received offer or investor net profit. The 24–36 month target requires an agreed starting event. In a separate construction scenario, €282M less €155M equals a €127M gross difference before other costs; it is not net profit or an investor return.

    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
    London167-169 Great Portland Street, 5th Floor, W1W 5PF
    MilanoBy appointment

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