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The Luxembourg bond issue is intended primarily to finance the infrastructure of the first phase of the project (roads, utilities, water treatment, etc.), which are essential to enhance the value of the land and support progressive sales.

The Issuer will be structured as a single-purpose vehicle. Its articles of association and transaction documents will restrict its activities to the issuance of the bonds and related transactions, with no other indebtedness except as expressly permitted under the bond documentation. Standard structural features (limitations on additional debt, no guarantee of third‑party obligations, non‑petition and limited recourse language where appropriate) will be implemented to strengthen its insolvency‑remoteness, subject to Luxembourg counsel input.

The Luxembourg bond issuer is not a standalone company but a dedicated compartment within an existing Luxembourg securitization platform.

More specifically, the bonds are issued by RE 4 ALL S.A. – Compartment “ADVANCED”, which is a legally segregated compartment within a securitization vehicle operated by Opportunity Financial Services S.A.

Opportunity Financial Services S.A. is a Luxembourg company holding a valid business license (n° 06/18) and operates under the supervision of the CSSF as a professional securitization platform provider.

Each compartment within the platform constitutes a ring-fenced patrimony under Luxembourg securitization law, with assets and liabilities legally segregated from:

other compartments, and the general estate of the platform itself.

The compartment “ADVANCED” is exclusively dedicated to this transaction and is the sole issuer of the bonds related to the project.

As such, the investors’ exposure is strictly limited to the assets and cash flows of the ADVANCED compartment, and not to any other activity of the platform.

Details regarding the share capital and shareholders relate to Opportunity Financial Services S.A., the platform owner, rather than to the compartment itself, as compartments do not have separate legal personality under Luxembourg law but benefit from full statutory segregation.

Yes, a formal Luxembourg legal opinion can be delivered at closing.

The opinion will cover, in particular:

Enforceability of the limited recourse and non-petition clauses, confirming that such provisions are valid and enforceable under Luxembourg law and binding upon investors and counterparties;

Effective insolvency remoteness of the Punta Vista Park Series A compartment, confirming that creditors of other compartments or of the securitisation vehicle generally have no recourse to the assets allocated to the relevant compartment;

Validity and effectiveness of the ring-fencing mechanism, pursuant to the Luxembourg Securitisation Law of 22 March 2004 (as amended), ensuring proper segregation of assets and liabilities between compartments and vis-à-vis the platform.

The legal opinion will be issued by Luxembourg counsel experienced in securitisation matters and will confirm that the structure complies with applicable Luxembourg law and established market practice.

The funding from the Luxembourg issuer to the Costa Rican structure will be implemented through a secured intercompany facility, structured on a back-to-back basis with the bond issuance.

More specifically:
- The issuer (through the relevant compartment) will advance funds to the Costa Rican SPV under a formal loan agreement;
- The Costa Rican SPV will on-lend the proceeds to the operating project entity (PBZ Finca Uno Limitada) under a mirroring facility;
- The intercompany loan terms (principal, interest, maturity profile) will be aligned with the bond terms to ensure cash flow consistency.

Security & Priority
Repayment priority is contractually ensured through the following mechanisms:
- The intercompany facility will be documented as senior secured debt at project level;
- The Costa Rican SPV will benefit from:
- - First-ranking mortgages over designated land parcels;
- - Assignment of receivables and sale proceeds;
- - Control over designated collection accounts;
- No other financial indebtedness will rank senior to, or pari passu with, the intercompany facility without prior structural alignment;
- The project entity may incur additional financial indebtedness, including bank financing, provided that such indebtedness remains within predefined leverage limits and does not materially prejudice the repayment capacity of the bond structure or the position of bondholders.

As a result, the bondholders’ position at Luxembourg level mirrors the secured position at project level, ensuring contractual and economic alignment of repayment flows.

The structure will include the appointment of a dedicated security agent (or bondholders’ representative) acting for the benefit of the bondholders.

1. Appointment
A professional third-party entity, independent from the issuer and the project sponsors, is expected to act as security agent. The final appointment will be confirmed prior to closing.

2. Governing Law
- The security agency agreement at Luxembourg level will be governed by Luxembourg law.
- The Costa Rican security documents (including first-ranking mortgages and assignments of receivables) will be governed by Costa Rican law, with the security agent duly recognized as secured creditor or beneficiary under local law.

This dual-layer structure ensures proper recognition and enforceability in both jurisdictions.

3. Role and Discretion
Upon default, the security agent will act primarily in accordance with:
- The terms of the bond documentation;
- Formal bondholder resolutions (where required).

The agent’s role is not discretionary in a commercial sense but fiduciary in nature. It will execute enforcement actions based on bondholder instructions, subject to standard protections allowing it to act in good faith and in the collective interest of investors.

This framework ensures clarity of authority, legal robustness, and alignment with international secured note practices.