Ponte Finance PLC – Share Purchase Terms & Conditions

Effective Date: May 2025

These Terms govern the relationship between Ponte Finance PLC and the Investor, and shall be read in conjunction with all applicable UK laws and regulations.

1. Investor Eligibility

1.1 By proceeding, the Investor declares that they are either a self-certified sophisticated investor or a certified high net worth individual within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

1.2 The Investor confirms they have sufficient knowledge and understanding of the risks of investing in unlisted shares.

2. Acceptance of Terms

By ticking the box “I have read and accept the Terms of Use”, the Investor declares they have read, understood, and fully accepted these Terms. This is a necessary condition to complete the acquisition of shares offered by Ponte Finance PLC.

3. Who We Are

Ponte Finance PLC is a publicly registered company in the United Kingdom operating in the bridge loan sector, providing capital to investors and real estate developers, secured by real assets.

4. Share Offer Details

• Current share price: £2 per share
• Minimum purchase: £1,000 (500 shares)
• Total shares available: 9.6 million
• Current company valuation: £20 million

This offering is part of an initial acquisition opportunity and may be changed at any time without prior notice.

5. Estimated Returns

Ponte Finance has developed internal business models that suggest potential annual gross returns in the range of 15%–35%, with a possible ROI between 5%–15% per year.

Important: These figures are illustrative only, based on current market assumptions and internal forecasts. They are not guaranteed and may not materialise. Past performance is not a reliable indicator of future results.

6. Growth Potential and EBITDA

Management estimates that, depending on performance, the value of shares could increase significantly in the medium term. Based on internal projections, shares could rise by 5–6 times within 1–2 years, with valuations potentially reaching up to 9 times EBITDA.

These projections are purely indicative and do not constitute a contractual promise of appreciation.

7. Loan Guarantees and Structure

All loans issued by Ponte Finance are secured by real estate assets. Legal costs, administrative fees, and exit fees are paid directly by borrowers, reducing operational risk for investors.

8. Risk Acknowledgement

• Investing in shares involves significant financial risk, including the potential loss of capital.
• There is no guarantee of immediate or future liquidity.
• Share value and profit distribution depend on company performance and market conditions.
• Investors should consider consulting an independent financial advisor before making any investment decision.

9. Data Privacy and Confidentiality

All personal information provided will be handled in accordance with Ponte Finance's Privacy Policy and the Data Protection Act 2018 (UK GDPR).

10. Amendments to the Terms

Ponte Finance may revise these Terms of Use at any time. Investors are responsible for staying informed about updates. Any disputes will be resolved under the exclusive jurisdiction of the courts of England and Wales.

11. Your Rights Under UK GDPR

• Access your personal data
• Correct inaccurate data
• Request deletion (unless retention is legally required)
• Request portability or usage restriction

To exercise your rights, contact our Data Protection Officer at: privacy@ponte.finance

12. Identity Verification Requirements

12.1 In accordance with the Financial Services and Markets Act 2000, Money Laundering Regulations 2017, and other applicable UK regulations, Ponte Finance PLC is required to verify the identity of all investors.

12.2 After confirmation of investment and payment, the Investor agrees to provide all necessary documents for identity verification within 14 days.

12.3 Required documents include (but are not limited to):

• Valid photo ID (passport, national ID, or driving licence)
• Proof of address issued within the last 3 months
• Declaration of source of funds
• Any other documents required under KYC/AML regulations

13. Consequences of Failing to Submit Documentation

13.1 Failure to provide complete documentation within 14 days will result in suspension of the share acquisition process.

13.2 If documentation is not regularised within 7 days of suspension, Ponte Finance PLC reserves the right to cancel the investment request.

13.3 In such cases, Ponte Finance PLC may retain up to 20% of the invested amount to cover administrative and operational costs already incurred, including compensation for reserved shares. The balance, if any, will be refunded.

13.4 The Investor acknowledges that cancellation and refund rights under the Consumer Contracts Regulations 2013 do not apply, in accordance with the exemption for financial instruments under the Financial Services (Distance Marketing) Regulations 2004.

14. Transfer and Sale of Shares

14.1 According to the Articles of Association of Ponte Finance PLC, shares may be freely transferred to third parties, subject to the Companies Act 2006.

14.2 Ponte Finance PLC is under no obligation to repurchase shares from investors. This remains at the sole discretion of company management.

14.3 Investors wishing to transfer shares must follow procedures outlined in the Articles of Association, including execution of the transfer instrument and payment of any applicable fees.

14.4 Ponte Finance PLC will maintain a register of shareholders as required by UK law, and issue physical or digital share certificates to all investors.

14.5 Investors acknowledge that, as Ponte Finance PLC is not a publicly traded company, no secondary automated market for shares exists, which may limit liquidity.