Permissions are secured: when we select an asset, one of the criteria is full and unconditional permission to obtain the licensing, which in the country can be obtained quickly through Simplex, a government measure that allows construction to begin 30 days after the submission of the architectural and specialties project, a process known as prior communication. This premise holds true when the land is urban: we select only urban land in areas with assured demand.

The Due Diligence will be carried out on a Legal, Technical and City Council level, in due course by independent and credible companies. This Due Diligence is integrated into the acquisition process to be carried out/supervised by the management company certified by the national regulator (CMVM); in this acquisition process, it is legally mandatory to have a valuation by a certified appraiser.

Investment Strategy	Canadian REIT	REIF – Portuguese Closed-End Fund
Diversification	High — many assets & sectors	Low to medium — concentrated
Income visibility	High (quarterly distributions)	Moderate
Market correlation	Higher (publicly listed)	Lower (illiquidity premium)
Inflation hedge	Strong	Moderate to strong
Interest rate risk	High (listed, rate-sensitive)	Lower (private valuations)
Typical strategy	Core income / total return	Urban rehab / commercial / dev.

The fund is sponsored by a team combining deep expertise in real estate development, construction project management, and financial structuring in the Portuguese market. The Advisory Board includes senior professionals with demonstrated experience in residential development, urban rehabilitation, and fund governance. The Management Company is one of Portugal’s two largest CMVM-certified asset managers, with over €6 billion in assets under management and a long track record of managing closed-end real estate funds.

MAJOR FIRMS (AUDIT, LEGAL, ADVISORY) ARE ENGAGED

The fund will be structured with institutional-grade service providers, and will be confirmed on a short term. The targeted framework includes:

• External Audit: A Big Four or equivalent firm (we are in the final stages of completing the agreement).
• Legal Counsel: A reputable Portuguese law firm specialized in real estate and capital markets law.
• Custodian Bank: A regulated global bank acting as depositary- Bison Bank
• Valuation: Independent RICS-certified appraisers for asset valuation.

WHO PROVIDES OVERSIGHT AND REPORTING

Oversight is exercised at four levels:

1. the CMVM as the competent regulatory authority, which supervises the Management Company and the fund itself under Portuguese law (Law 16/2015 and CMVM Regulation);
2. the Management Company’s own compliance and risk functions; and
3. the Depositary/Custodian Bank, which independently safeguards fund assets and monitors compliance with the fund’s investment policy.
4. the Advisory Board ongoing quarterly execution reports.

Investors receive periodic reports (quarterly, at minimum semi-annual) and annual audited accounts.

DOCUMENTATION & TRANSPARENCY

Pitch deck and formal prospectus

We´ll provide the investor the full Investment Memorandum (IM) / prospectus, including detailed financial models and asset-by-asset pipeline analysis.

A summary pitch deck will be also available.

The formal IM — the legally binding offering document required by CMVM — will be available before any subscription is accepted. A dedicated fund website will be launched in conjunction with the formal fundraising launch.

Audited financials or third-party feasibility studies

Given that the fund has not yet held its first close, historical fund-level audited accounts do not yet exist. However, we are completing independent feasibility studies for each asset in the initial pipeline. These third-party studies, together with independent property valuations, will be included in the IM.

We will share preliminary feasibility summaries in the very short term.

Independent valuations of the land and projected developments

Yes. All pipeline assets will be independently valued by RICS- officially accredited valuers prior to acquisition by the fund, according with the Portuguese law. Acquisitions will be made with assets at least 10% below the average market price: independently assessed market value, providing a structural margin of safety from day one.

CAPITAL STRUCTURE & FUNDING

Capital raise structure — units, minimum ticket, and total requirement

The fund’s equity capital target is €40 million, raised through the subscription of fund units. The minimum subscription target per investor is approximately €5 million. We are open to your suggestions for adjusting this value. We therefore anticipate a small, high-quality investor base of approximately 8-10 investors.

Units are not structured as fixed €1M lots.

In Portugal is almost always structured as a closed-end fund by private placement targeting professional or institutional investors — €1,000 per unit is by far the most prevalent convention, producing 40,000 units for a

€40M fund. This is the standard seen across the major Portuguese asset managers.

The Fund’s participation unit’s value is not defined, and an initial subscription value will range from 1,000 to

€10,000, reflecting the Fund’s exclusive professional investor profile.

The total projected capital deployment over the 10-year life is €100 million, comprising:

• €40 million equity (fund units subscribed by investors)
• €60 million senior bank debt (project-level financing, LTV consistent with Portuguese banking market norms for residential development)

This 40/60 equity-to-debt ratio is a target; actual leverage will be managed on a project-by-project basis and subject to market conditions.

USE OF FUNDS & SAFEGUARDS

Escrow / trust / custodian arrangements

The investors’ funds will be held in the custodian bank in Portugal.

We are negotiating with BISON Bank, it’s a highly reputable bank acting in Europe, Middle East and Asia.

As a CMVM-regulated closed-end fund, investor capital is legally segregated from the Management Company’s own assets. Subscribed capital is held by an independent Depositary (custodian bank) appointed under Article 247 et seq. of Law 16/2015. The Depositary has autonomous legal duties to:

1. safeguard fund assets;
2. monitor compliance with the fund’s investment rules; and
3. report independently to the CMVM.

Capital calls are drawn only against specific approved investment mandates. No single signatory from the Sponsor side can instruct fund disbursements without the Depositary’s compliance check.

Controls against misuse of funds

The regulatory framework itself provides strong structural protections: the Management Company is fully responsible by the fund’s management and is separately licensed and supervised by the CMVM; the Depositary acts as an independent check and reports directly to the regulator; investment decisions are governed by the fund’s contractual documentation (fund rules / regulamento de gestão); and the Advisory Board provides an additional layer of governance. Annual audited accounts are filed with the CMVM and made available to investors.

Remuneration of the entities involved

The following remunerations are proposed for the entities involved in the fund:

Entity	Role	Remuneration
Management Company	Fund Creation and Management	Management fee0.35% nominal annual rate of the Assessed Asset Value at Fund, max 350.000€ / year
Sponsor / General Partner / Advisory Board	Fund Conception and Strategy Sourcing and Asset IdentificationOperational and Real Estate Due Diligence Negotiation and AcquisitionReal Estate Operations Management and ExecutionPortfolio Management and Value Creation Relationship with the Management Company Fund Participant (Skin in the game)	Running Costs – 1.5% / Year, of the Fund’s Equity ValuePerformance Fee on Dividends to be distributed by the Fund:Below 10% IRR (hurdle): 0%Above 10% IRR (hurdle): 20% Sponsor and 80% InvestorsParticipation Units Class B – Sponsor To be Defined
CMVM	Regulatory Entity	Supervision Fee 0.0266 (per thousand) on the Net Value, with the monthly fee not being less than €200 nor more than €20,000.
Depository Bank, Audit, Real Estate Appraisers, Statutory Auditor and Accounting	Depository Bank and legal obligations	Annual cost of approximately €70,000
Mr. Mohammed Company	Placement Agent / Fundraising	Equity Success FeeThis is a fee on the total amount raised from investors. To be discussed

PERMITS & DEVELOPMENT STATUS

Documentation of building and development permits

We wish to clarify an important point: at this stage, the fund pipeline comprises identified land plots and existing buildings where development potential has been assessed and will be confirmed in the due diligence process.

Pre-acquisition due diligence includes a thorough legal and planning review, and assets will only be acquired by the fund where a credible permitting pathway is confirmed.

The assets currently under the pipeline from favorable zoning status and preliminary municipal engagement. Full planning documentation will be provided for each asset in the IM.

Any representation in earlier communications referring to permits as ‘already secured’ should be understood in the context of preliminary entitlements rather than final building licenses.

Outstanding approvals or zoning risks

Portuguese urban planning law (RJUE) governs all permitting. Zoning risk is mitigated by:

1. focusing on assets in already urbanized or consolidated urban areas;
2. targeting rehabilitation of existing buildings (which generally benefit from expedited licensing);
3. the use of modular / prefabricated construction which can reduce civil works timelines. We acknowledge permitting risk as a material risk factor, which is addressed in the risk section of the IM.

OWNERSHIP & SHARE STRUCTURE

What do investors own — fund units or underlying project equity?

Investors subscribe for units of the closed-end fund vehicle.

The fund — not individual investors — directly owns the underlying real estate assets and project companies. This structure provides:

1. clean legal separation from investors’ own balance sheets;
2. professional management of the asset portfolio;
3. pooling of returns across the diversified pipeline; and
4. tax efficiency at fund level (see Section 9).

Common vs. preferred shares / voting vs. non-voting

The fund issues two classes of units under its standard CMVM-regulated structure: Investors units and general partner units.

Fund investors shall receive 100% of all income distributions attributable to their participation units until the Fund achieves its target hurdle rate of return (fixed at 10%). Once the hurdle rate has been reached, subsequent distributions shall be subject to an 80/20 split, whereby 80% of distributable income is allocated to investors on a pro-rata basis to their participation units, and the remaining 16% up to 20% is allocated to the Advisory board, as carried interest, in recognition of the Fund’s outperformance above the agreed threshold.

Unit-holders have participation rights at the General Meeting of Unit Holders (Assembleia de Participantes) in accordance with Portuguese law.

The specific waterfall will be detailed in the IM.

Total units to be issued

The total number of units is determined at first close based on the initial NAV per unit (typically set at €1,000 per unit or a similar round number). The precise unit count will be fixed in the fund’s constitutive documentation and disclosed in the IM.

RETURNS & FINANCIAL PROJECTIONS

Underpinning assumptions for the projected IRR

The fund targets a 16 up to 20% IRR per annum at the fund level (equity investors), with base-case modelling suggesting potential to reach 20% IRR under central assumptions. Key model inputs include:

• Acquisition at a minimum 10% discount to independently assessed market value.
• Construction using modular/prefabricated methods to compress development timelines to approximately 18–24 months per cycle, including sales.
• Sale prices benchmarked to current Lisbon residential market transaction data (IMPIC/INE), applying conservative growth rates of 2–3% per annum in real terms. The Bank of Portugal confirmed that the housing price index increased by 140% between 2016 and 2025.
• The preferential transactions include reduced VAT rate of 6% (versus standard 23%) on residential units up to €648,000, materially improving project-level margins.
• Corporate tax exemption at fund level, eliminating tax leakage on reinvested proceeds during the fund’s life.
• 60% leverage at prevailing Portuguese bank lending rates for residential development (currently in the range of Euribor + 200–350 bps).

Scenario analysis (base, upside, downside) will be presented in full in the IM, including stressed assumptions on exit prices, construction cost overruns, and extended timelines.

How does this compare to market benchmarks?

Portuguese residential real estate development has historically delivered strong returns given the supply/demand imbalance, preferably in Greater Lisbon. Comparable closed-end development funds in Iberia have targeted and, in many cases, achieved IRRs 14% on average. Our fund’s structural advantages — regulated vehicle, modular construction, VAT optimization, and a pre-identified discounted pipeline — support the upper end of this range. We are happy to share comparable transaction data and benchmarking analysis in a follow-up meeting.

Downside scenarios

The fund’s financial model includes a downside scenario assuming: a fall in exit values versus base case, a cost overrun on construction budgets, and a delay in sales absorption.

Under this downside scenario, the projected fund-level IRR remains above 8% per annum. The primary risk is a sustained, severe correction in residential prices, which we consider unlikely given structural housing undersupply, but which is fully disclosed as a risk factor in the IM.

EXIT STRATEGY

Planned exit mechanisms and investor liquidity

• The fund’s exit strategy is asset-level rather than fund-level: each developed or rehabilitated property is sold upon completion to end-buyers (retail residential purchasers).
• The investor may sell their Participation Units in compliance with the rules and other preferential rights established in the fund’s management regulations.
• The fund is structured as a closed-end vehicle with a 10-year life or less. This means that the fund regulation may foresee a scenario in which an investor can exit at the end of each 2-year business cycle.

TAXATION — FOREIGN INVESTORS

Capital gains, withholding taxes, and treaty benefits

Portugal’s tax framework for CMVM-regulated real estate investment funds is as follows:

• Fund-level corporate tax: Exempt. The fund itself pays no corporate income tax (IRC) on income or capital gains. This is the core tax efficiency of the structure.
• Standard distributions to non-resident investors: Subject to Portuguese withholding tax at 10% on income distributions under the standard fund regime. Tax Haven Residents — Rate Increases to 35%.

In Canada:

• Canada allows deducting the tax paid in Portugal from the Canadian tax on the same income.
• The Portugal–Canada treaty allows up to 15%, but does not reduce anything, because the domestic rate is already lower (10%). Result: the Canadian investor always pays 10% in Portugal.
• The investor does not need to declare income in Portugal (in most cases).
• The income is taxed in Canada.
• The tax paid in Portugal (10%) is deducted as a tax credit.
• Result: the total amount paid is the Canadian rate (if higher) — there is no double taxation.

We strongly recommend that each investor obtains independent tax advice in their home jurisdiction, particularly regarding:

1. characterization of fund income (income vs. capital gains);
2. treaty benefits available; and
3. CFC or PFIC rules in certain jurisdictions (relevant for US persons in particular).

Our legal counsel and the Management Company can provide a tax summary note as part of the IM.

VAT clarification — the €648,000 threshold

Portugal — Reduced VAT Rate of 6% on Residential Construction: Legislative Summary The Law: Lei n.º 9-A/2026, of 6 March 2026

The law authorizing the Government to approve tax relief measures to increase housing supply was published on 6 March 2026 in the Diário da República, giving the Government 180 days to legislate on the matter.

Idealista The underlying legislative proposal was Proposta de Lei n.º 47/XVII/1, which was approved in committee on 18 February 2026 and in a final global vote on 20 February 2026, before being sent to the President of the Republic for promulgation. Vidaimobiliaria

What It Does

The law reduces VAT from 23% to 6% on the construction and rehabilitation of residential properties whose sale price does not exceed €648,000, or whose monthly rent does not exceed €2,300. Portugal

MARKET DEMAND & BUYER PROFILE

Sources for the housing shortage figures

The figure of approximately 70,000 new homes needed annually in Portugal is derived from official government sources, including the National Housing Programme (Programa de Habitação) and INE (Statistics Portugal) demographic and housing census data. The Portuguese Association of Real Estate Professionals (APEMIP) and international consultancies (CBRE, JLL, Cushman & Wakefield Portugal) have published analyses supporting the structural undersupply thesis in Greater Lisbon. We will provide source references in the IM.

https://cnnportugal.iol.pt/casas/habitacao/faltam-150-a-200-mil-casas-em-portugal-mas-a-capacidade-construtiva-esta-no-limite/20251021/68f775ead34ee0c2fed180aa#:~:text=Faltam%20150%20a%20200%20mil%20casas%20em, mas%20a%20capacidade%20construtiva%20%22est%C3%A1%20no%20limite%22

Foreign buyer profile in Lisbon

Lisbon’s residential market has historically attracted international buyers across several segments:

• European buyers (French, British, German, Scandinavian): lifestyle and second-home buyers; significant post-Brexit inflows of British nationals.
• Brazilian buyers: the largest non-EU buyer group by volume, driven by language, cultural affinity, and visa facilitation.
• North American buyers (US and Canadian): growing interest post-pandemic, attracted by quality of life and EU residency pathways.
• Asian buyers (Chinese, Vietnamese, others): historically active under the now-reformed Golden Visa programme; continuing interest in direct investment and EU residency.
• Middle Eastern buyers: growing segment, particularly in premium segments.

The domestic buyer market remains the primary absorption engine for the fund’s target product (mid-market residential), supported by improving mortgage conditions and pent-up demand from first-time buyers.

Absorption rate data

Transaction volume data from Confidencial Imobiliário (https://www.confidencialimobiliario.com/pt) and IMPIC (https://www.impic.pt) indicates that Greater Lisbon residential sales have remained robust, with average time-to-sale in the sub-€648,000 segment of under 90 days in established submarkets. Our financial model assumes conservative absorption of 12 months from scheme completion to full sale, consistent with observed market data for comparable residential developments.

TRACK RECORD

Prior projects and realized returns

The principals of the Advisory Board and the project team have strong individual track records in Portuguese residential development and construction project management. Specific references will be provided in the IM.

Also, the appointment of one of Portugal’s top-two CMVM-regulated management companies — with €6 billion AUM and an established fund management track record — provides high institutional credibility and operational infrastructure.

PIPELINE

Pipeline Nature

There is a pipeline of 6 to 10 real estate assets for acquisition at an approximate value of €40,000,000, including taxes. The remaining value, €60,000,000, will be bank credit intended for construction financing.

A second pipeline of real estate assets for acquisition with the same characteristics has been created: at the time of acquiring the assets from the first pipeline there will predictably be assets that cannot be acquired by the Fund – whether due to availability reasons, unsuccessful negotiation or failure to validate the Technical Due Diligence. For this eventuality, there will be a need to incorporate new assets chosen through the same criteria that will be co-opted into the second pipeline.

POSSIBLE DECISION CRITERIA FOR AN EXPERIENCED INVESTOR

Nr	Investor criteria	Our Fund proposal
1	Management Company certified by CMVM with a portfolio of +€5B.
2	Same management Company with a successful track record of financial and profitability ratios in the Funds under management.
3	Sponsor with a proven track record in the investment area: residential with+10 completed buildings.
4	Geography where demand for residential properties is significantly proven greater than supply.
5	Politically stable country with safe, regulated investment instruments
6	Favorable tax regime.
7	Country with a successful track record in real estate / residential business of+5 years.
8	Transparency regarding the remunerations of the entities involved.
9	Independent RICS-certified appraisers for asset valuation.
10	Annual return (IRR) +15%.
11	External Audit: a Big Four or equivalent firm (we are in the final stages of completing the agreement).

The present Real Estate Investment Fund meets all the criteria.