Each Zertum project is developed by a newly created Project Company, which is the legal holder and owner of the property during its whole life cycle.

By investing in our projects, you acquire a package of equity interests and become a full member of the Project Company. The Project Company will be incorporated as a Spanish limited liability company (the most common form of company for the development of non-individual business activities in Spain) and will be regulated by the Spanish capital companies act.

The main characteristics of this type of companies are the following ones:

• The liability of each member is limited to their economic contribution.
• The liability arising from the management of the company is assumed by the Management Body.
• The participation in the profits is proportional to the percentage of participation in the capital.
• The General Meeting of Members is sovereign and acts democratically.
• Members have priority over third parties in capital increases.
• Members have the right of first refusal on the equity interests for sale.
• Members are free to reach agreements among them in the best interests for the company.

There are two main stages:

• Development. This stage goes from the moment in which the plot is acquired to the moment in which the property is put into service. Its key activities are (i) the project design, (ii) the obtainment of licenses and (iii) construction management. It can last from 24 to 30 months. The economic value of the real estate development is generated during this period.
• Leasing. This stage begins with the lease of the property and continues indefinitely. Its key activities are (i) management, administration and maintenance of the property and (ii) marketing and customer services. The recurring incomes arising from this stage are translated into dividends received by the Investment Members.

Agreement signed by the Investment Members of each Project Company in which reciprocal commitments to ensure and to improve the operability, transparency and integrity of decision making are stated.

In order to acquire the equity interests, you must sign the Members’ Agreement, which is binding for all the Investment Members. The most relevant aspects regulated by this agreement are the following ones:

1. Decisions on major issues and confidential information.
2. Management body.
3. Capital increases.
4. Business Plan approval and updating.
5. Management services.
6. Information rights: periodic reports and audits.
7. Valuation of real estate assets and equity interests.
8. Alternative financial sources for the Company.
9. Rules governing the transfer of equity interests and first refusal rights.
10. Drag-along and tag-along policies.
11. Dividend policies.
12. Zertum obligation to maintain a minimum capital equity interests of 25%.
13. Non-compliances and obligations related to subrogation by members’ heirs.
14. Confidentiality, notifications and personal data.

Made up of all the Investment Members, it is the main deliberative and decision-making body of each Project Company.

All members, including Zertum, have the same political and economic rights. They also have effective control of the Project Company, and there are no provisions limiting their legal decision-making scope.

Agreements are reached democratically, by being the value of each member’s vote proportional to their equity interests in the company capital.

Decisions on “major issues” require the favourable vote of 2/3 of the company capital. “Confidential information” is also subjected to deliberation and approval by the General Meeting, in this case by simple majority.

Decision to be made by the General Meeting of Members:

• approval of annual accounts.
• approval or not approval of the Management Body management.
• appointment and revocation of the Management Body.
• modification of the conditions stated in the management agreement.
• approval of the Business Plan.
• capital increases or reductions.
• distribution of dividends.
• modification of the articles of association.
• agreements regarding potential subsidiary companies.
• sale or disposal of essential assets.
• company liquidation, merger or division.

The General Meeting of Members’ sessions for each Project Company shall be attended in person by the members at the registered office or online, in accordance with current Spanish companies regulations.

At least one General Meeting of Members shall be convened annually. Any member or group of them owning at least 5% of the company capital may request an extraordinary meeting at any time.

The Management Body is formally and effectively responsible, against members and any third party, for ensuring the proper management of the company and complying with its legal, commercial and tax obligations.

The creation and modification of its structure, appointments, remuneration and dismissal correspond to the General Meeting of Members of each Project Company. Initially the Management Body of each one is configured as a Sole Administrator, being a non-remunerated position.

During the development stage and the first two accounting periods of the leasing stage, a representative appointed by Zertum will be in charge of this purpose, without prejudice to subsequent modifications done by the General Meeting of Members.

A Business Plan is a document stablishing the strategy and business purposes for a Project Company in quantitative and qualitative terms for a period of at least 10 years. In it, it can be found information and estimated data related to:

• putting into service and development terms
• development costs and estimated asset value.
• current and future capital increases.
• bank financing terms and conditions.
• putting into service income and expenses.
• dividend distribution.
• profitability ratio analysis.
• economic and financial projections.
• priority action plan.
• agreements and provision of services carried out and foreseen.

The Management Body will propose an annual update of the Business Plan to be evaluated and, if applicable, approved by the General Meeting of Members.

The activities of real estate development and leasing of commercial premises is ruled by the Spanish general corporate income tax and VAT regime (subjected and non-exempt activity).

The leasing of dwellings is an activity not subjected to VAT. However, regarding the corporate income tax, it may be subjected to the special regime for companies whose purpose is to lease dwellings. For this reason, it must be applied a 15% of the effective annual taxation on the net profit.

Each Project Company has a plan regarding the budgeting for the funds needed to achieve the total scheduled investment. For this purpose, capital increases will be approved, which means that there will be new periods of time letting new members to get involved.

These periods will be announced in the section “Projects”, always including the requirements needed to be able to get involved:

• ticket or minimum and maximum investment amount.
• term to do the payment.
• company capital participation quota acquired per ticket.
• profitability indicators regarding the investment.

When a new investment term is set, you only have to fill in the form of the chosen project. If your application is approved by the Project Company, you will be provided access to the Investor Portal, where you will be able to review the agreement documentation.

The Investment Agreement is the document through which your investment is born and, by virtue of which, the Project Company provides you as a new Investment Member the subscription rights to the newly created equity interests associated with the number of tickets selected.

By signing it, you commit yourself to pay the amount of tickets within the agreed term and to subscribe the Members’ Agreement into force at that time, which will be included as an annex to the agreement and is available on the Investment Member Portal. Likewise, you state to be aware of the contents included therein and the acceptance of the Business Plan related to the Project Company, also annexed to the Investment Agreement.

In some of these investment terms, it is possible to subscribe the Zertum Commitment, by means of which you may sell (if you wish so) your equity interests in favour of Zertum within a certain period and under the terms and conditions previously established for each project.

Zertum projects generate effective economic value for its Investment Members, both during the design and development stages and during the leasing phase.

You will receive a portion of the value as an Investment Member in the form of regular dividends (recurring profitability) arising from the leasing activity.

Another part of the value is accumulated (as unreleased capital gain) within the Project Company itself, increasing the value of your equity interests.

As an alternative to the profitability received via dividends and unreleased capital gain, for certain investment terms of each project there will be a guaranteed profitability through the Zertum Commitment.

During the real estate development stage, the Project Company will invest all its resources to build the property, which means there will be no profits nor incomes to be shared among the members.

It will be during the leasing stage when the Project Company will generate profits that will be distributed among the investment members through the distribution of dividends. Once the mandatory legal reserves have been endowed, and the operating financial needs for the current period have been covered, the Project Company will distribute 100% of the free cash flow (as established in the commitment acquired by the Members’ Agreement).

Free cash flow will be the result of subtracting to the leasing income (i) the expenses and reinvestments associated with the holding, operation, maintenance and renovation of the property, (ii) the amount allocated to the repayment of the outstanding bank debt (if any) and (iii) any applicable taxes on profits.

In the first years of the property leasing, free cash flow will be lower since a significant amount of it will be used to repay the bank debt. After the first 5 years of leasing, the bank debt and the financial expenses (interests) will decrease because the debt will be repaid more progressively, increasing this way the free cash flow which will be used for the distribution of dividends.

The value of the Project Company and, therefore, of your equity interests will increase progressively based on three fundamental points, which are the following ones:

Development profit realization:

With the development of each project, it is calculated the development business profit itself (which is the difference between the market value for the property when finished once substracted the sum of all development costs, including the plot). It usually represents an amount between 15% and 25% of the total development costs.

As the property is not intended to be sold, this generated value will not be taken into account as accounting profit and will remain unreleased in the Project Company and will increase the equity interests underlying value (capital gain).

This is a very significant increase in value, planned and specified in the initial Business Plan for each Project Company, which is incorporated into the equity interests underlying value, provided that there are no significant changes in the costs or in the market value for the finished built property regarding the initial forecasts.

Repaid bank debt amount:

The unreleased capital gain continues to increase during the mortgage repayment period, as some of the company profits are not distributed among the investment members since they are intended for the payment of the bank debt.

It is also a specific value, which is added to the value of the equity interests, equivalent to the repaid bank debt amount.

Property market value fluctuation:

In general terms, the price of the dwelling has a good long-term performance, so increases in the property market value will be reflected in the increase of the equity interests underlying book value (capital gain).

Nowadays it is easy to calculate the value of a property through real estate websites, real estate valuation companies, calculator tools and statistics done by public bodies among others. However, it must be taken into account that the property market price can be affected by several extrinsic (such as changes regarding the rules governing or regarding the environment) and intrinsic causes.

Although it does not correspond to the value creation model proposed by Zertum, the Investment Members of any Project Company, through their majority vote at the General Meeting of Members, may decide to dispose of all or part of the property.

In this case, all unreleased capital gain will be realized in the Project Company when selling the property, and its Investment Members will receive the dividends arising from the profit obtained once taxes are paid.

In scenarios of moderate inflation, it is foreseeable that increasing recurring profitability will be obtained for the Investment Member due to the contractual indexation of the rents received to the price fluctuation indexes.

In addition, as real estate, the plot and building market value tends to behave favourably in inflationary contexts, preserving and even increasing their value.

However, these forecasts may be invalidated in certain scenarios of crisis, economic imbalance or instability, as well as by the dynamics of the real estate market itself.

In certain investment periods, Zertum will offer you as an Investment Member a commitment to acquire all your equity interests or part of them, to be executed at your choice.

This commitment will be set out and regulated in a separate and complementary agreement different to the Investment Agreement and will be signed at the same time.

Depending on the project, the term to exercise this right will vary between 2 and 3 years from the formalization of your investment. The guaranteed profitability will vary depending on each project and the market context at that given time.

The specific conditions are detailed in the project investment file created for the investment period in which the Zertum Commitment is offered.

As an Investment Member, you are allowed to sell your equity interests to another member, your spouse and family members up to 2nd degree at any time.

In the event that you wish to sell them to any third party, you must previously notify the Management Body of your Project Company, indicating the conditions of sale and identifying the buyer.

The rest of the Investment Members will have a period of 10 days to exercise their right of first refusal. If no Investment Member decides to exercise it, you will be able to transfer your equity interests to the third party in question under the agreed conditions.

In the event that any, all or some of the Investment Members decide to exercise their right of first refusal, they must proceed to the formalization and payment of the transaction within 7 days, and must acquire the entire package offered for sale under the specified conditions stated.

It should be remembered that, additionally, for those investment periods in which you have formalized the Zertum Commitment, you will be able to sell your equity interests within the terms and at the prices established therein.

Zertum provides each Project Company with a set of services intended to cover all the actions needed for the proper development and management of the project throughout its life cycle.

The commercial relationship between Zertum as the service provider and each Project Company is regulated through the Management Agreement, whose approval, modification or termination is responsibility of the General Meeting of Members.

In accordance with our principle of transparency and with the purpose of avoiding conflicts of interest and/or moral risks, the periodic reports offered by Zertum to the Investment Members of each Project Company include an update on the general situation related to the service suppliers, works, materials and equipment.

The main characteristic agreement and provision of services of the Project Company are as follows:

Development stage:
• identification, negotiation and acquisition of land.
• implementation of the Project Company.
• total management of the real estate project.
• capitalization and financing management.
• technical studies and projects.
• construction works and auxiliary resources.

Leasing stage*:
• total management of the property
• marketing of dwellings
• cleaning and gardening
• maintenance and technical management
• concierge services
• security and safety
* The company may have staff linked to the property and to some of the above-mentioned services.

Permanent services:
• legal, tax and labour consulting and advising.
• accounting and integral financial management.
• corporate, marketing and IT services.
• audits, appraisals and specialized advising.
• acquisition of materials, equipment and technological services.

This acquisition is not subjected to any taxation, unlike the acquisition of real estate properties, which are currently subject to Spanish VAT on first transfer and to Spanish property transfer tax on second and subsequent transfers.

The current taxes to be paid depend on your status as an Investment Member:

• Natural person member: They are taxed as income from movable capital in the Spanish personal income tax and it will be applied the tax rates in force at any given time. A 19% withholding tax is withheld from the payment.
• Legal person member owning less than 5% of the capital: They are taxed in Spanish general corporate income tax, without any bonus. A 19% withholding tax is withheld on the payment.
• Legal person member owning more than 5% of the capital: They are subject to Spanish general corporate income tax, although they receive a 95% bonus, with no withholding on the payment.

Likewise, dividend distributions may be made involving underwritten premiums, which are processed in a similar way, without prejudice to the particularities applicable under the regulations in force.

The direct taxes related to the equity interests sale or transfer vary according to your status as an Investment Member:

Natural person member
They are taxed as capital gain in the Spanish personal income tax. The amount to be paid will be determined by the difference between the transfer value and the acquisition cost. The tax rates into force at that moment will be applied.

Legal person member owning less than 5% of the capital.
They are taxed in Spanish general corporate income tax. The amount to be paid will be determined by the difference between the transfer value and the acquisition cost. They will have no right to bonus.

Legal person member owning more than 5% of the capital.
They are taxed in Spanish general corporate income tax. The amount to be paid will be determined by the difference between the transfer value and the acquisition cost. A 95% bonus will be applied calculated from the amount to be integrated in the tax base.

In all cases, the amount currently paid will be considered as the transfer value, provided that it corresponds to the regular market value that the equity interests would have had in the event of a sale between independent parties.

Yes,

There are no incompatibilities preventing you from being a tenant as well as an Investment Member under the same leasing conditions as those established by the Project Company for third parties.

In certain investment periods, a perpetual preferential leasing right will be offered in favour of the Investment Members who invest the minimum amount established for it. This right will be included in the Investment Agreement and will be materialized on a property in the residential complex chosen according to a strict order of payment.

This right consists of the fact that each time that the chosen property becomes available for leasing, the Investment Member will be notified sufficiently in advance and will have the possibility of requesting its use as a tenant (for themselves or any other person of their choice) in preference to any other party, always subjected to the agreement conditions and rates in force at that time for the general public.

The right will be linked for life to the equity interests acquired, being transferable with them and remaining in force in perpetuity, as long as the property remains as property of the Project Company and there are no essential breaches of the agreement.