Authorization of Merger of Closed-End Real Estate Investment Funds: JMMB Closed-End Real Estate Investment Fund II (Absorbing) and JMMB Closed-End Real Estate Investment Fund (Absorbed)

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FIRST RESOLUTION OF THE SECURITIES MARKET SUPERINTENDENCE DATED TWENTY-FOUR (24) FEBRUARY TWO THOUSAND TWENTY-SIX (2026)

R-SIMV-2026-09-FI

Subject: Authorization of merger of closed-end real estate investment funds: i. JMMB Closed-End Real Estate Investment Fund II, as absorbing fund and ii. JMMB Closed-End Real Estate Investment Fund, as absorbed fund, administered by JMMB Fund Administrator Society, S.A.

Viewed: The Constitution of the Dominican Republic, proclaimed on twenty-seven (27) October two thousand twenty-four (2024).

Viewed: Law No. 107-13, dated six (6) August two thousand thirteen (2013), on the Rights of Persons in their Relations with Administration and Administrative Procedure.

Viewed: Law No. 249-17, dated nineteen (19) December two thousand seventeen (2017), of the Securities Market of the Dominican Republic, which repeals and substitutes Law No. 19-00, dated eight (8) May two thousand (2000) (the “Law No. 249-17”).

Viewed: The First Resolution of the National Securities Market Council dated five (5) November two thousand nineteen (2019), R-CNMV-2019-28-MV, which approves the Regulation of Administrator Societies and Investment Funds, modified by the Second Resolution of the National Securities Market Council, dated sixteen (16) July two thousand twenty-one (2021), R-CNMV-2021-16-MV (the “Regulation of Administrator Societies and Investment Funds”).

Viewed: The Sole Resolution of the Securities Market Superintendence, dated twenty-one (21) November two thousand twenty-four (2024), R-NE-SIMV-2024-07-MV, which establishes the requirements and procedure for the approval of merger of investment funds.

Viewed: Circular C-SIMV-2020-01-MV, dated eighteen (18) February two thousand twenty (2020), which approves the Instruction containing the guidelines for the various documents established in the Regulation of Administrator Societies and Investment Funds.

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(the “Instruction Containing the Guidelines for the Various Documents Established in the Regulation of Administrator Societies and Investment Funds”).

Viewed: The First Resolution of the National Securities Council (now “National Securities Market Council”), dated twenty (20) November two thousand fifteen (2015), R-CNV-2015-32-FI, which approves the investment fund named JMMB Closed-End Real Estate Investment Fund, registered in the Securities Market Registry under No. SIVFIC-012, as well as the Fund’s Internal Regulations.

Viewed: The Third Resolution of the Securities Market Superintendence, dated first (1st) November two thousand nineteen (2019), R-SIMV-2019-40-FI, which approves the investment fund named JMMB Closed-End Real Estate Investment Fund II, registered in the Securities Market Registry under No. SIVFIC-048, as well as the Fund’s Internal Regulations.

Viewed: The First Resolution of the Securities Market Superintendence, dated ten (10) June two thousand twenty-five (2025), R-SIMV-2025-13-R, decisive regarding the Reconsideration Appeal filed by JMMB Fund Administrator Society, S.A., against communication No. SL-2025-001588, issued by the Securities Market Superintendence (the “Superintendence”) on two (2) April two thousand twenty-five (2025).

Viewed: Communication No. 01-2025-006152, dated thirty (30) July two thousand twenty-five (2025), through which JMMB Fund Administrator Society, S.A. deposited with the Superintendence the request for approval of the merger of the Funds.

Seen: Report OP-086-26, dated twenty (20) February two thousand twenty-six (2026), issued by the Public Offering Directorate of the Securities Market Superintendence (the “Public Offering Directorate Report”), regarding the request for authorization of the merger process of the closed-end real estate investment funds: i. JMMB Closed-End Real Estate Investment Fund II, as absorbing fund and ii. JMMB Closed-End Real Estate Investment Fund, as absorbed fund (collectively referred to as the “Funds”); filed by JMMB Fund Administrator Society, S.A., in which it recommends the approval of the merger request of the aforementioned closed-end real estate investment funds, having met the requirements established for such purposes in the current regulations, following verification and technical analysis of the request by said area.

Considering: That the main part of Article 17 of Law No. 249-17 provides that “the Superintendent is the highest executive authority of the Superintendence, having in charge its direction, control and representation (…)”.

Considering: That both Article 114 of Law No. 249-17 and the Regulation of Administrator Societies and Investment Funds establish that “with prior approval of the Superintendence, one or more investment funds of the same classification may merge under the administration of a fund administrator society.”

Considering: That by means of the First Resolution of the National Securities Council (now “National Securities Market Council”), dated twenty (20) November two thousand fifteen (2015), R-CN

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V-2015-32-FI, the investment fund named JMMB Closed-End Real Estate Investment Fund was approved, registered in the Securities Market Registry under No. SIVFIC-012.

Considering: That by means of the Third Resolution of the Securities Market Superintendence, dated first (1st) November two thousand nineteen (2019), R-SIMV-2019-40-FI, the investment fund named JMMB Closed-End Real Estate Investment Fund II was approved, registered in the Securities Market Registry under No. SIVFIC-048.

Considering: That by means of the First Resolution, R-SIMV-2025-13-R, decisive regarding the Reconsideration Appeal filed by the entity JMMB Fund Administrator Society, S.A., against communication No. SL-2025-001588, issued by the Superintendence, this regulatory body admitted that the request for approval of merger of investment funds could be presented, guaranteeing only the redemption right to the contributors of the absorbed fund, provided that the terms and conditions of the Internal Regulations of the absorbing fund are not modified, including the non-generation of additional charges or costs for the execution of the merger in accordance with said Regulations.

Considering: That by means of the First Resolution of the Minutes of the extraordinary meeting, dated four (4) July two thousand twenty-five (2025), the Board of Directors of JMMB Fund Administrator Society, S.A. approved the content of the Merger Intent Report of the investment funds JMMB Closed-End Real Estate Investment Fund II, as absorbing fund and JMMB Closed-End Real Estate Investment Fund, as absorbed fund.

Considering: That on twenty-five (25) July two thousand twenty-five (2025), the Extraordinary General Meetings of Contributors of JMMB Closed-End Real Estate Investment Fund, SIVFIC-012 (Absorbed Fund), and JMMB Closed-End Real Estate Investment Fund II, SIVFIC-048 (Absorbing Fund) were held, through which the contributors of both funds learned of and approved the merger intent report of the Funds.

Considering: That by means of communication No. 01-2025-006152, dated thirty (30) July two thousand twenty-five (2025), JMMB Fund Administrator Society, S.A. deposited with the Superintendence the request for approval of the merger of the Funds.

Considering: That as explained by JMMB Fund Administrator Society, S.A. in its Merger Intent Report of the Funds, the reason for the merger is based on the strategic affinity of their investment objectives, operational policies and administrative structures, which allows for efficient integration under a single asset vehicle.

Considering: That likewise, by virtue of what is indicated by the administrator society, both funds share a specialized approach in real estate assets generating cash flows through investment in properties with high rental viability in the Dominican Republic. Likewise, they have similar characteristics regarding risk profile Level 3: Medium Risk, cost structures and administration. The consolidation of these assets would allow achieving economies of scale, optimizing portfolio diversification, reducing operational and administrative burden, generating greater resilience against risks of vacancy, default or concentration and extending the investment horizon generating greater advantages in the current economic environment. This operation, in addition to being viable in accordance with current regulations, will strengthen the competitive position of the resulting or absorbing fund and would maximize value for investors, consolidating a more robust and attractive fund for new and existing investors.

Considering: That in addition, JMMB Fund Administrator Society, S.A. exposes that given the current characteristics of the absorbing fund, the contributors of the absorbed fund will benefit from a greater potential for expansion of the investment portfolio, considering the following: i. Authorized issuance program higher than that of the fund to be absorbed and with available balance for placement which allows for greater purchasing capacity, diversification and risk management of assets; ii. Broad and scalable expense structure which allows for better financial planning and cost control; and iii. Updated regulatory framework, aligned with current regulations and best governance practices.

Considering: That by virtue of the validity of JMMB Closed-End Real Estate Investment Fund, whose term is twenty-nine (29) July two thousand twenty-six (2026), the merger of the Funds would allow the contributors of this fund to maintain their investment.

Considering: That the Merger Intent Report provides that the redemption right applies to all investors of the JMMB Closed-End Real Estate Investment Fund, SIVFIC-012, (absorbed fund), a right of exit through the redemption right within the timeframes and forms indicated in the Internal Regulations and as finally approved in the merger plan and schedule. This right is granted in consideration that the merger will imply acceptance of the validity term of JMMB Closed-End Real Estate Investment Fund II, SIVFIC-048, which is longer than that of the fund to be absorbed.

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Considering: That regarding the share exchange process, it will be carried out after the redemption operations have been liquidated, which will occur before the Effective Date of the Merger. Consequently, the net asset value of the absorbed fund will already reflect the reductions in capital resulting from the redemptions. The exchange of shares will take place on the Effective Date of the Merger, once the accounting integration of the assets of both funds has been performed, that is, the day on which the transfer of assets and liabilities of the absorbed fund to the absorbing fund is executed (Effective Date of the Merger).

Considering: That according to the Report of the Public Offering Directorate of this Superintendence, the merger subject of this resolution does not alter the object, nature nor risk profile of the absorbing fund, therefore, it does not imply additional costs for this, and the expenses resulting from the merger will be assumed by JMMB SAFI. Additionally, it was verified that the changes respond mainly to regulatory updates and operational improvements. Consequently, it was determined that it does not correspond to grant a redemption right to the absorbing fund, maintaining this right only for the contributors of the absorbed fund, in accordance with what is established in the First Resolution of the Securities Market Superintendence dated ten (10) June two thousand twenty-five (2025), decisive regarding the Reconsideration Appeal filed by the entity JMMB Fund Administrator Society, S.A.”.

Considering: That this Superintendence verified that JMMB Fund Administrator Society, S.A., has complied with the established requirements, providing true, sufficient, timely, adequate and clear information, so that the contributors of the funds involved in the merger process have the necessary elements to make an informed decision and evaluate the risks associated with said operation.

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Considering: The current legal framework and cited above, as well as the recommendations of the technical area of the institution, and by virtue of the legal attributions, the Superintendent of the Securities Market as the highest executive authority of the Superintendence, with the faculty to know and decide regarding the request for authorization of the merger process of JMMB Closed-End Real Estate Investment Fund II, SIVFIC-048 (absorbing fund) and JMMB Closed-End Real Estate Investment Fund, SIVFIC-012 (absorbed fund), both funds administered by JMMB Fund Administrator Society, S.A., decides to pronounce itself regarding this matter through this administrative act.

Therefore, the Superintendent of the Securities Market Superintendence, in the use of the faculties granted by Article 114, of Law No. 249-17, as well as the considerations and technical opinions that support the file, resolves:

First: Authorize the merger of the investment funds named “JMMB Closed-End Real Estate Investment Fund II” (absorbing fund) and “JMMB Closed-End Real Estate Investment Fund” (absorbed fund), registered in the Securities Market Registry under numbers SIVFIC-048 and SIVFIC-012, respectively, both administered by JMMB Fund Administrator Society, S.A.

Second: Order JMMB Fund Administrator Society, S.A. to issue the relevant facts regarding the merger process, in accordance with Law No. 249-17, the Regulation of Administrator Societies and Investment Funds, the Resolution that establishes the requirements and procedure for the approval of merger of investment funds, and other applicable regulations, in order to contribute to the transparency of the securities market.

Third: Order JMMB Fund Administrator Society, S.A. to disclose in the Internal Regulations of the absorbing fund, as well as in the other documents and in all publicity carried out in relation to the merger process, the risks and conditions underlying the same, including the warnings required by the Securities Market Superintendence for the security of investors and transparency in the securities market.

Fourth: Inform JMMB Fund Administrator Society, S.A. that this authorization of the merger request of the Funds does not substitute nor exempt the fulfillment of the modification and registration procedures that correspond before the Securities Market Superintendence, nor implies the automatic approval of said modifications, which will remain subject, once approved by the Contributors Assembly, to the evaluation and explicit non-objection of this Superintendence.

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Fifth: Authorize the Securities Market Registry Department to make available to the public all documentation supporting the authorization of the merger request of the Funds, to which this resolution refers, at the offices of the Securities Market Superintendence and through the means provided by this entity.

Sixth: Instruct the Registry Department to issue a certified copy of this Resolution and notify it to JMMB Fund Administrator Society, S.A.

Seventh: Instruct the Legal Directorate to publish this Resolution on the website of the Securities Market Superintendence, in its corresponding section.

In the city of Santo Domingo de Guzmán, National District, capital of the Dominican Republic, on the twenty-four (24) days of the month of February of the year two thousand twenty-six (2026).

Digitally signed by:
Ernesto Bournigal Read
Superintendent