Evergreen Profit Allocation Model

Rawness Regenerative Impact Shares

Rawness is dedicated to accelerating the global transition to a regenerative economy, using regenerative hospitality as a catalyst. Our Evergreen Profit Allocation Model reflects this mission by allocating profits with a clear balance between growth, impact, and transparency. The model asks for a fundamental shift in how we think, act, and collaborate, so that hospitality and, ultimately, the wider economy, becomes regenerative. Operating in two phases, it maximizes our contribution to local ecosystems and communities while building a robust network of regenerative private farm stays. Below, we explain how profits are distributed, the principles that guide us, and how we measure impact.
 

Why this model exists

Rawness channels capital into regenerative farm stays that build biodiversity and long-term cash flows. Our model is intentionally simple and transparent:

• One single share class for everyone.

• All actions settle at Holding NAV per share (Net Asset Value per share).

• Reinvestments do not create new shares (no dilution).

• Repurchased shares are cancelled (not held as dividend-entitled treasury).
   

In short: your total return comes from (1) cash distributions today + (2) NAV-per-share growth over time as we reinvest and cancel bought-back shares. 
 

How profits are shared (two phases):
 

Phase 1 — Market entry (Years 0–5)

• 75% of net profits → cash distributions to shareholders.

• 25% retained inside the Holding, allocated as:

  • 35% Reinvestment in new stays (growth) (scale with no new shares)

  • 45% Resilience & impact (buffers, maintenance, nature/soil/regeneration**; with at least 50% ring-fenced for purely regenerative projects (e.g., soil tests, biodiversity)**)

  • 10% Buyback Reserve (repurchase shares at NAV; shares cancelled)

  • 10% Founders’ Compensation (see Founder Alignment below)
     

Investor-first ramp (Years 0–5): 75% of Founders’ Compensation is allocated to the Buyback Reserve (25% at founders’ choice: cash or shares at NAV (shares under 10-year lock-up)).

Phase 2 — Growth & resilience (upon reaching 70% average occupancy across properties)

• Cash distributions glide down by 5% per year from 75% toward 50% over 5 years as occupancy stabilises and the brand matures.

• The retained (gliding up to ~50%) is allocated as:

  • 55% Reinvestment in new stays (growth) (scale with no new shares)

  • 25% Resilience & impact (buffers, capex, nature**; with at least 60% ring-fenced for purely regenerative projects**)

  • 10% Buyback Reserve

  • 10% Founders’ Compensation
     

Investor-first ramp (Years 6–10): 50% of Founders’ Compensation continues to the Buyback Reserve; 50% at founders’ choice: cash or shares at NAV (shares under 10-year lock-up). After Year 10, founders receive 100% of their compensation with full flexibility — cash or shares at NAV — and stand fully equal to all other shareholders. No further lock-ups. No special priority. No redirects. Only in exceptional liquidity scenarios may we pre-announce a temporary redirect to the Buyback Reserve, with full transparency and shareholder communication.

Per-stay (cohort-based) phasing
Phasing is applied per stay, not network-wide. Every new stay begins in Phase 1 (Ramp-up) with a 75% / 25% investor/Holding split and an introductory ADR to build occupancy and support the ~5% at 50% anchor. A stay graduates to Phase 2 (Mature) upon time + performance (e.g., ≥36 months in operation and ≥65% TTM occupancy; DSCR ≥1.30 where debt applies). In Phase 2, payout glides toward ~50% / 50% to strengthen resilience and self-funded growth.

Holding-level distributions equal the weighted blend of all SPVs by phase; we report the phase mix quarterly (how many SPVs are in Phase 1 vs Phase 2).
 

Pricing (how the share price is set)​

• Launch anchor: at inception we set an initial unit price of €1,000 = 1 share (fractional shares allowed).

• After launch: all actions settle at Holding NAV per share = (assets at fair value + cash – debt) ÷ shares outstanding.

• Valuation cadence: assets are appraised externally on delivery and ~every 5 years; between appraisals we publish objective updates only (cash in/out, debt changes, completed capex).

• Your share count: your euros ÷ the current NAV per share (or the launch anchor during the first issuance window).

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In short: we use €1,000 per share as a simple starting unit; from then on the price is whatever the Holding NAV per share calculates to.
 

Buybacks, DRIP, and Marketplace

One price for everything: all actions settle at Holding NAV per share (single share class; fractional shares allowed). Repurchased shares are cancelled.
 

Selling (two simple routes)

1. Annual Buyback Window (no fee)

   • Availability: from Year 5 after your first purchase.

   • Allocation: FIFO (First-In, First-Out); if demand exceeds the buyback pot, remaining capacity is allocated pro rata across queued orders**; with gates of max 10-15% of fund per window to prevent fire sales**.

   • Founders last: founders are ineligible until all investor orders are cleared.

2. Internal Marketplace (€95 admin fee)

   • Peer-to-peer transfers at NAV; no auctions or bidding.

   • Best-efforts matching within the current pricing window; standard KYC/AML applies.

   • Settlement: transfers are recorded in the shareholder register; dividends accrue to the record date holder.
      

DRIP (Dividend ReInvestment Plan)

• Optional: reinvest your cash distribution automatically into Holding Shares at NAV (fractional shares allowed).

• Secondary-first routing: DRIP orders first match Marketplace sell orders at NAV; only any unmatched remainder is newly issued.
   

Order routing & capital discipline

• Deployment-first: when issuance is open, new subscriptions are first used to fund project deployment under our 12-month deployment policy.

• Issuance pause: if we cannot deploy new capital within 12 months, primary issuance is paused. DRIP and Marketplace transfers at NAV continue on a best-efforts basis.

• Transparency: each window we publish a short factsheet (NAV bridge, shares outstanding, buyback volume, cancelled shares, deployment vs 12-month policy, Marketplace match rate, leverage/coverage, impact KPIs).
   

Fractional shares allowed for all actions (subscriptions, DRIP, Marketplace, buybacks).

Notes:

• Fees: buybacks no fee; Marketplace €95 admin per transfer.

• Cancellations: all buybacks are cancel-by-default (we do not keep dividend-entitled treasury stock).

• Eligibility clock: the 5-year buyback eligibility is measured from your first purchase date.

• Agreements: all rights and processes are set out in our shareholder trust agreements.

For full details (pricing formula, buyback calendar, Marketplace flow, DRIP, FAQs), see Shareholders & Liquidity → (Governance & Founder Alignment).

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Founders Alignment — Investor-First Founder Policy 

1. One-time founders’ grant (milestone-split, total 4%):
 

Founders’ equity is tied to overall capital raised in Rawness, in two tranches:

• 2% immediately after external subscriptions of at least €1,000,000; and

• 2% upon reaching an additional €1,000,000 in external subscriptions (cumulative total €2,000,000 committed and binding).
   

Each tranche is subject to 4-year vesting (12-month cliff), a 10-year lock-up, and Founders rank last in any annual buyback allocation during the first 10 years.

 

No further free grants; one share class:

After the initial grant, no additional free or discounted grants will be made. Any further founder ownership occurs at NAV (via Fee-to-Equity and/or DRIP). No special economics; one single share class for everyone.

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2. Founders’ Compensation ramp (from retained profits):
Years 0–5 → 75% of Founders’ Compensation is redirected to the Buyback Reserve, with the remaining 25% at founders’ choice: cash or shares at NAV (shares under 10-year lock-up).

Years 6–10 → 50% of Founders’ Compensation is redirected to the Buyback Reserve, with the remaining 50% at founders’ choice: cash or shares at NAV (shares under 10-year lock-up).

After Year 10, there is 0% redirect, with 100% at founders’ choice: cash or shares at NAV.

 

3. Founders’ Fee, low cash + 50% in shares @ NAV)
Founders take low cash in the early years and automatically reinvest 50% of their approved monthly fee into newly issued ordinary shares at Holding NAV per share. Issuance happens monthly via set-off against invoices; same share class, no preferences or discounts, 10-year lock-up, Founders rank last in buybacks. We publish quarterly how many shares were issued under this policy and at what NAV; a sensible annual cap applies and any change is prospective only by Board resolution.

After 10 years of commitment from the founders
After Year 10, founders receive 100% of their compensation with full flexibility — cash or shares at NAV — and stand fully equal to all other shareholders. No further lock-ups. No special priority. No redirects. Only in exceptional liquidity scenarios may we pre-announce a temporary redirect to the Buyback Reserve, with full transparency and shareholder communication.
 

Why this matters
Founders earn equity over time, cannot sell for 10 years, stand last in buybacks, and buy any extra shares at the same price as investors — reinforcing long-term alignment. After a decade of building the company, they finally receive full compensation — unless the fund’s stability requires a temporary pause. By tying the grant to total capital raised, we ensure flexibility in case of changes to the first project, while maintaining milestones based on real value creation.
 

Incentives for Alignment
Holders committing to 15+ years may qualify for reduced fees or priority in future allocations, rewarding patience that fuels our regenerative flywheel.

 

Safety & simplicity rails

• Low leverage, strong cash buffers; disciplined capex.

• Clear payout rules (Phase 1 → Phase 2) and quarterly factsheets (NAV bridge, #shares outstanding, buyback volume).

• Order-routing: we prioritise sensible deployment (projects first); after meeting deployment targets, we best-efforts match Marketplace sells — always at NAV.

• Transparent flip rules: Phase flips are rule-based (time + performance) and disclosed quarterly; any deferral is board-approved and time-capped (max 12 months) with a clear rationale.
   

Core Principles:
 

1) Regeneration drives allocation, not the other way around
We design the profit split to grow nature-positive assets and local resilience first; returns follow from real soil, water and biodiversity improvements that make each stay durable.
 

2) Cash now, compounding later
Early years favour cash distributions; later years favour retained profits that lift NAV per share without issuing new shares. That keeps long-term holders whole and aligned.
 

3) One class, one price, no games
A single share class for everyone. All actions—subscriptions, DRIP, Marketplace transfers, buybacks—settle at Holding NAV per share. Repurchased shares are cancelled. No treasury that collects dividends.
 

4) No dilution from reinvestment
We do not issue new shares to reinvest retained profits. Value created by capex and operating improvements shows up as higher NAV per share at appraisals.
 

5) Low leverage; resilience over speed
We keep debt conservative and ring-fenced per project (SPV). At Holding level we target net-cash/low-debt and publish coverage metrics in the factsheet.
 

6) Startup-loan discipline (Holding-level)
During the startup phase, some costs (brand, legal, setup) sit outside any specific asset. If we use a startup loan (expected €50k–€200k range), it is recorded at the Holding (not in project SPVs) and reduces NAV until repaid.

• Priority: before funding discretionary “Regenerative Projects” from retained profits, we first repay the Holding startup loan in full (and any unforeseen Holding-level obligations).

• Why: this keeps the Holding financially clean and resilient, avoids cross-subsidies, and protects investor NAV.

• How it shows up: NAV per share = assets + cash – debt. As we repay the startup loan from retained profits, NAV per share rises; we disclose this in the NAV bridge.
   

7) Transparent guardrails, measured in public
We publish a quarterly factsheet with NAV bridge, shares outstanding, cancelled shares, deployment vs 12-month policy, Marketplace match rate, leverage/coverage, impact KPIs (soil, biodiversity proxy, water retention, local jobs/partners).
 

8) Inclusive value creation
Communities, local entrepreneurs and investors all share in the value we create—via local procurement, fair wages, shared projects, and durable natural capital around each stay.
 

The 7 Returns of Regenerative Hospitality

Our profit policy is designed to compound both financial returns and regenerative outcomes. For the full framework (Ecological, Biodiversity, Water, Soil, Community, Wellbeing, Financial), see The 7 Returns on our Invest page.

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Impact Measurement and Reporting

We measure and communicate our impact transparently, so stakeholders can see the results of their investment:

• Key Indicators:

  • Extent of restored ecosystems (e.g., hectares of food forests or reforestation).

  • Soil health: we run annual soil tests (organic matter, infiltration, erosion control) and publish year-on-year improvement.

  • Biodiversity: we score habitats and run simple pollinator/native-species counts to show increasing ecological richness.

  • Number of local jobs or entrepreneurs supported in the regenerative space.

• Reporting:

  • Annual impact reports with stories, photos, and data on financial and regenerative outcomes.

  • An interactive online dashboard providing shareholders and the public with real-time insights into our impact.

• Validation: We aim to collaborate with reputable organizations (e.g., B Corp, Regeneration International) to validate our impact and enhance credibility.
   

Rawness as an inspirator (why this matters beyond returns)

We’re more than private stays—we turn regeneration into lived experience that guests take home.

• Experiential regeneration: guests eat from our gardens and meet local regenerative producers; many change habits after their stay.

• Experimental hospitality: workshops, farm tours and farm-to-table events make regeneration practical and repeatable.

• Flywheel effect: ≈10% of net profits (through our Resilience & Impact allocation) funds local nature & community projects that reinforce occupancy and loyalty.
   

Invitation

• Investors: help build a global network of regenerative stays with a transparent, NAV-priced, no-dilution model.

• Communities: we co-fund local projects (soil, water, biodiversity, food forests, regenerative entrepreneurs).

• Regenerative peers: our framework is an open blueprint—adapt it and accelerate the transition with us.
  
   

FAQ 
 

How is my share price set?
By Holding NAV per share. We appraise on delivery and every ~5 years; between appraisals we only adjust for cash/debt and completed capex.
 

If reinvestment creates value, why no new shares?
Because we want no dilution: retained profits improve the assets and lift NAV per share for all existing shareholders.
 

What happens to repurchased shares?
They are cancelled (not kept as dividend-entitled treasury). That permanently reduces the share count.
 

Are founder shares special?
No. One class for everyone, same NAV pricing. Founders’ one-time grant has vesting, a 10-year lock-up, and “founders last” in buybacks.
 

Can I reinvest my cash distribution instead of taking it out?
Yes — opt into DRIP any quarter. In years 1–4 your cash creates new shares at NAV to fund new farm stays; from year 5 onward it buys existing shares on the Marketplace at NAV — no new issuance, no fees. (The annual buyback window is simply treasury buying on the Marketplace with available cash, including DRIP funds.)

When exactly can I request a buyback?
Annual buyback windows open starting Year 5 after your first share purchase. Exact dates and capacity are published 30 days in advance. No fees, priced at current Holding NAV per share.

What happens if buyback demand exceeds capacity?
Orders are filled FIFO (first-in, first-out) within the same window, then pro rata. A hard gate of 10–15% of total fund NAV applies per window to protect liquidity.

Who gets priority in buybacks?
Investors first. Founders are ineligible until all investor orders are fully cleared in that window.

Where do I find the full buyback calendar, DRIP forms, and Marketplace rules?
All operational details, templates, and yearly schedules live on the Shareholders & Liquidity page.

Disclaimer
This page is informational. Rights and obligations follow from our shareholder trust agreements and related documentation. Investing involves risk; values and distributions can rise or fall. This is not investment advice or a public offering. For full risk disclosures, see our Invest page.

You are investing outside AFM supervision under the Dutch prospectus exemption up to €5,000,000 per 12 months.