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Arima Real Estate Socimi S.A.

Annual / Quarterly Financial Statement Feb 27, 2023

1790_10-k-afs_2023-02-27_7a228093-4e9b-4923-9480-1509697947ca.pdf

Annual / Quarterly Financial Statement

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Árima Real Estate SOCIMI, S.A.

Independent auditor's report of the annual accounts for the year-ended December 31, 2022

This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation

Independent auditor's report on the annual accounts

To the shareholders of Árima Real Estate SOCIMI, S.A.

Report on the annual accounts

Opinion

We have audited the annual accounts of Árima Real Estate SOCIMI, S.A. (the Company), which comprise the balance sheet as at 31 December 2022, and the income statement, statement of changes in equity, cash flow statement and related notes for the year then ended.

In our opinion, the accompanying annual accounts present fairly, in all material respects, the equity and financial position of the Company as at 31 December 2022, as well as its financial performance and cash flows for the year then ended, in accordance with the applicable financial reporting framework (as identified in note 2.a of the notes to the annual accounts), and in particular, with the accounting principles and criteria included therein.

Basis for opinion

We conducted our audit in accordance with legislation governing the audit practice in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the annual accounts section of our report.

We are independent of the Company in accordance with the ethical requirements, including those relating to independence, that are relevant to our audit of the annual accounts in Spain, in accordance with legislation governing the audit practice. In this regard, we have not rendered services other than those relating to the audit of the accounts, and situations or circumstances have not arisen that, in accordance with the provisions of the aforementioned legislation, have affected our necessary independence such that it has been compromised.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400, www.pwc.es

Árima Real Estate SOCIMI, S.A.

Valuation of Investment Properties

Investment properties make up 71% of the Company's assets. The Company values investment property at acquisition cost less the relevant depreciation and impairment losses, if any, as detailed in notes 3.2 and 6. Total investment properties recognised in non-current assets on the balance sheet amount to €267,832 thousand at 31 December 2022.

At the year end at least, the Company assesses whether there is any indication that any of its investment property may be impaired and specifically if there is any significant decrease in the asset's fair value or value in use. In 2022, it has not been necessary to record any impairment.

In order to consider the fair value of investment property, the Company bases itself on the valuations carried out by independent experts. The valuations are performed in accordance with international standards, the methodology being described in notes 3.3 and 6 to the accompanying annual accounts.

Valuers consider specific variables such as the lease contracts signed and specifically its rents. Similarly, they apply certain key assumptions such as exit yields, estimated market rent and comparable transactions in order to arrive at a final valuation.

The Company recognizes depreciation on investment property on a straight-line basis, based on the estimated useful life included in note 3.2.

The significance of the estimates and judgements involved in these valuations, coupled with a minor difference in percentage terms in the valuation of a property, could result in a material figure, meaning that the valuation of investment property is considered a key audit matter.

Key audit matters How our audit addressed the key audit matters

For a sample of additions of investment properties registered during the year, we have checked the supporting documentation.

We verified that the useful life taken into account for each asset is appropriate with respect to its nature and we carried out tests on the arithmetic calculation of the depreciation charge for the year.

With respect to potential impairment losses, we obtained the valuation of investment properties carried out by Management's independent expert, on which we performed the following procedures:

  • Verification of the expert's competence, capacity and independence by obtaining confirmation and corroborating its professional standing in the market.
  • Verification that the valuations were performed according to accepted methodology.
  • Discussion of the principal key assumptions of the valuation through sundry meetings with the expert valuer and management, assessing the consistency of the main assumptions used taking existing market conditions into account.
  • Performance of selective tests to corroborate the accuracy of the most relevant data provided by Management to the valuer and used by it in the valuations.

The results of the procedures performed allowed us to reasonably obtain the audit objectives for which these procedures were designed.

Other information: Management report

Other information comprises only the management report for the 2022 financial year, the formulation of which is the responsibility of the Company's directors and does not form an integral part of the annual accounts.

Our audit opinion on the annual accounts does not cover the management report. Our responsibility regarding the management report, in accordance with legislation governing the audit practice, is to:

  • a) Verify only that certain information included in the Annual Corporate Governance Report and the Annual Report on Directors' Remuneration, as referred to in the Auditing Act, have been provided in the manner required by applicable legislation and, if not, we are obliged to disclose that fact.
  • b) Evaluate and report on the consistency between the rest of the information included in the management report and the annual accounts as a result of our knowledge of the Company obtained during the audit of the aforementioned financial statements, as well as to evaluate and report on whether the content and presentation of this part of the management report is in accordance with applicable regulations. If, based on the work we have performed, we conclude that material misstatements exist, we are required to report that fact.

On the basis of the work performed, as described above, we have verified that the information mentioned in section a) above has been provided in the manner required by applicable legislation and that the rest of the information contained in the management report is consistent with that contained in the annual accounts for the 2022 financial year, and its content and presentation are in accordance with applicable regulations.

Responsibility of the directors and the audit and control committee for the annual accounts

The directors are responsible for the preparation of the accompanying annual accounts, such that they fairly present the equity, financial position and financial performance of the Company, in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as the aforementioned directors determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The audit and control committee is responsible for overseeing the process of preparation and presentation of the annual accounts.

Auditor's responsibilities for the audit of the annual accounts

Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with legislation governing the audit practice in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material

Árima Real Estate SOCIMI, S.A.

if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.

As part of an audit in accordance with legislation governing the audit practice in Spain, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
  • Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the entity's audit and control committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the entity's audit and control committee with a statement that we have complied with relevant ethical requirements, including those relating to independence, and we communicate with the aforementioned those matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the entity's audit and control committee, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

European single electronic format

We have examined the digital file of the European single electronic format (ESEF) of Árima Real Estate SOCIMI, S.A. for the 2022 financial year that comprises an XHTML file of the annual accounts for the financial year, which will form part of the annual financial report.

Árima Real Estate SOCIMI, S.A.

The directors of Árima Real Estate SOCIMI, S.A. are responsible for presenting the annual financial report for 2022 financial year in accordance with the formatting requirements established in the Delegated Regulation (EU) 2019/815 of 17 December 2018 of the European Commission (hereinafter the ESEF Regulation).

Our responsibility is to examine the digital file prepared by the Company's directors, in accordance with legislation governing the audit practice in Spain. This legislation requires that we plan and execute our audit procedures in order to verify whether the content of the annual accounts included in the aforementioned file completely agrees with that of the annual accounts that we have audited, and whether the format of these accounts has been affected, in all material respects, in accordance with the requirements established in the ESEF Regulation.

In our opinion, the digital file examined completely agrees with the audited annual accounts, and these are presented, in all material respects, in accordance with the requirements established in the ESEF Regulation.

Report to the audit and control committee

The opinion expressed in this report is consistent with the content of our additional report to the audit and control committee of the Company dated 23 February 2023.

Appointment period

The General Ordinary Shareholders' Meeting held on 29 June 2021 appointed us as auditors for a period of three years, as from the year ended 31 December 2021.

Previously, we were appointed by resolution of the General Ordinary Shareholders' Meeting for a period of three years and we have audited the accounts continuously since the year ended 31 December 2018.

Services provided

Services provided to the audited entity for services other than the audit of the accounts are disclosed in note 23 to the annual accounts.

PricewaterhouseCoopers Auditores, S.L. (S0242)

Original signed by

Rafael Pérez Guerra (20738)

23 February 2023

This version of the annual accounts is a free translation from the original, which is prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the annual accounts takes precedence over this translation.

ÁRIMA REAL ESTATE SOCIMI, S.A.

Annual Accounts and Management Report for the financial year ended on 31 December 2022

CONTENTS OF THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

Note

Balance sheet. Income statement. Statement of changes of equity. Cash flow statement. Notes to the annual accounts for the financial yearended on 31 December 2022.

  • 1. Activities and general information.
  • 2. Presentation basis.
  • 3. Accounting criteria.
  • 4. Financial risk management.
  • 5. Property, plant and equipment.
  • 6. Investment properties.
  • 7. Analysis of financial instruments.
  • 8. Long-term investments in group companies.
  • 9. Financial assets at cost and amortized cost.
  • 10. Cash and cash equivalents.
  • 11. Share capital, share premium and treasury shares.
  • 12. Reserves.
  • 13. Profit (loss) for the period.
  • 14. Financial liabilities.
  • 15. Income and expenses.
  • 16. Financial hedging derivatives.
  • 17. Income tax and tax status.
  • 18. Provisions, contingencies and bank guarantees.
  • 19. Commitments.
  • 20. Board of Directors and other payments.
  • 21. Related-party transactions.
  • 22. Information requirements resulting from SOCIMI status, Act 11/2009, as amended by Act 16/2012 and Act 11/2021.
  • 23. Auditor's fees.
  • 24. Information on greenhouse gas emission rights.
  • 25. Environmental Information.
  • 26. Subsequent events.

Appendix

Annex I - Information relating to Group Companies as at 31 December 2022.

Management Report for the financial year 2022.

BALANCE SHEET AT 31 DECEMBER 2022

(Thousand euros)

At 31 At 31
ASSETS December December
Note 2022 2021
NON- CURRENT ASSETS
Property, plant and equipment 5 142 171
Investments properties 6 267,832 248,626
Long-term investments in group companies 24,125 22,562
Equity instruments 8 17,979 17,979
Loans to subsidiaries 21 6,146 4,583
Non-current investments 4,877 2,495
Loans to third parties 7, 9 1,402 1,578
Financial hedging derivatives 14, 16 2,517 -
Other non-current financial assets 7, 9 958 917
Prepayments for non-current assets 7, 9 808 -
297,784 273,854
CURRENT ASSETS
Trade receivables and other accounts receivable 5,089 4,330
Trade receivables for sales and services 7, 9 1,642 339
Other accounts receivable 7, 9 - 4
Personnel 7, 9 - 1
Other credits held with Public Authorities 9, 17 3,447 3,986
Short-term investments in group companies 89 -
Loans to subsidiaries 21 89 -
Other current financial assets 7 20,054 36
Prepayments for current assets 7 1,314 352
Cash and cash equivalents 10 51,401 88,676
Cash and banks 51,401 88,676
77,947 93,394
375,731 367,248

BALANCE SHEET AT 31 DECEMBER 2022 (Thousand euros)

At 31 At 31
EQUITY AND LIABILITIES Note December
2022
December
2021
EQUITY
Equity capital 240,181 253,439
Share capital 11 a) 284,294 284,294
Share premium 11 a) 5,769 5,769
Reserves 12 (11,261) (11,261)
Negative results from previous years 12 (17,202) (13,672)
Profit (loss) for the period 13 (4,856) (3,528)
Treasury shares 11 b) (17,072) -
Other equity instruments 20 509 (8,163)
Hedging transactions 12, 16 2,517 (700)
Government Grants 16 -
242,714 252,739
NON CURRENT LIABILITIES
Bank loans and credits 14 118,886 103,977
Financial hedging derivatives 14, 16 - 700
Other non-current financial liabilities 14 1,996 1,186
120,882 105,863
CURRENT LIABILITIES
Bank loans and credits 1,322 610
Other current financial liabilities 14 34 66
Trade and other payables 10,779 7,970
Commercial creditors and other payables 7, 14 9,508 6,661
Other current debts 14, 15 960 1,200
Other debts with Public Authorities 17 311 109
12,135 8,646
375,731 367,248

INCOME STATEMENT FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022 (Thousand euros)

Financial
year ended
Financial
year ended
on 31 on 31
December December
Note 2022 2021
COTINUED OPERATIONS
Net turnover figure 15 a) 7,812 5,945
Rendering of services 7,812 5,945
Other operating income 2 -
Personnel expenses 15 b) (5,543) (4,163)
Wages, salaries and personnel costs (5,260) (3,941)
Welfare charges (283) (222)
Other operating expenses (3,545) (3,097)
External services 15 c) (2,756) (2,326)
Taxes (789) (771)
Impairment and losses of investment properties 6 - 888
Depreciation of property, plant and equipment and
investment properties
5, 6 (2,357) (1,952)
OPERATING RESULTS (3,631) (2,379)
Financial income 240 28
Financial expenses 15 (1,465) (1,177)
FINANCIAL RESULT (1,225) (1,149)
PRE-TAX RESULT (4,856) (3,528)
Income tax 17 - -
PROFIT (LOSS) FOR THE PERIOD (4,856) (3,528)

STATEMENT OF CHANGES TO EQUITY FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022 (Thousand euros)

A) STATEMENT OF RECOGNISED INCOME AND EXPENSES FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022 (Thousand euros)

Financial year
ended on 31
Financial year
ended on 31
Note December 2022 December 2021
Profit (loss) in the income
statement
13 (4,856) (3,528)
Total income and expenses
attributed directly to equity
3,233 786
On cash-flow hedges transactions 13 3,217 786
Government grants 16 -
TOTAL RECOGNISED INCOME
AND EXPENSES
(1,623) (2,742)

STATEMENT OF CHANGES TO EQUITY FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022 (Thousand euros)

B) STATEMENT OF CHANGES TO EQUITY FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022 (Thousand euros)

Capital (Note
11.a)
Share
Premium
(Note
11.a)
Reserves
(Note 12)
Negative
results
from
previous
years
(Note 12)
Accumulated
earnings
(Note 13)
Other equity
instruments
(Note 20)
Treasury
Shares
(Note
11.b)
Hedging
Reserve
(Note 12
and 16)
Government
grats
TOTAL
BALANCE AT 1 JANUARY 2021 284,294 5,769 (11,245) (8,448) (5,224) - (5,082) (1,486) - 258,578
Profit /(loss) for the financial year - - - - (3,528) - - - - (3,528)
Other comprehensive results for the financial year - - - - - - - 786 - 786
Total comprehensive income for the financial year - - - - (3,528) - - 786 - (2,742)
Other movements - - (16) (5,224) 5,224 - - - - (16)
Other results in treasury shares (Note 10) - - - - - - (3,081) - - (3,081)
Total transactions with owners, recognised directly in
equity and other movements
- - (16) (5,224) 5,224 - (3,081) - - (3,097)
BALANCE AT 31 DECEMBER 2021 284,294 5,769 (11,261) (13,672) (3,528) - (8,163) (700) - 252,739
BALANCE AT 1 JANUARY 2022 284,294 5,769 (11,261) (13,672) (3,528) - (8,163) (700) - 252,739
Profit /(loss) for the financial year - - - - (4,856) - - - - (4,856)
Other comprehensive results for the financial year - - - - - - - 3,217 16 3,233
Total comprehensive income for the financial year - - - - (4,856) - - 3,217 16 (1,623)
Other movements - - - (3,530) 3,528 509 - - - 507
Other results in treasury shares (Note 10) - - - - - - (8,909) - - (8,909)
Total transactions with owners, recognised directly in
equity and other movements
- - - (3,530) 3,528 509 (8,909) - - (8,402)
BALANCE AT 31 DECEMBER 2022 284,294 5,769 (11,261) (17,202) (4,856) 509 (17,072) 2,517 16 242,714

CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022 (Thousand euros)

Financial Financial
year ended year ended
on 31 on 31
December December
Note 2022 2021
A) CASH FLOW FROM OPERATING ACTIVITIES
Pre-tax result for the period (4,856) (3,528)
Adjustments to profit/loss 5,095 3,413
Depreciation of property, plant and equipment 5 33 32
Depreciation of investment properties 6 2,324 1,920
Valuation corrections due to impairment 6 - (888)
Financial income (195) (28)
Financial expenses 15 1,466 1,177
Other adjustments to profit/loss 1,467 1,200
Changes in working capital 1,725 230
Debtors and other receivables 9 (1,298) 1,652
Other current assets 9 (401) 491
Other current liabilities 778 192
Creditors and other payables 14 2,711 (2,883)
Other non-current assets and liabilities (65) 778
Cash flow from operating activities 1,964 115
B) CASH FLOW FROM INVESTMENT ACTIVITIES
Payments on investments (42,409) (35,472)
Group companies 8, 21 - (10,481)
Property, plant and equipment 5 (4) (16)
Investment properties 6 (22,405) (24,975)
Other financial assets 7 (20,000)
Cash flow from investment activities (42,409) (35,472)
C) CASH FLOW FROM FINANCING ACTIVITIES (8,888) (3,081)
Receivables and payments on equity instruments
Acquisition of treasury shares
11 (8,906) (3,081)
Receivables and payments on financial liabilities 12,058 (1,611)
Financial borrowings 14 15,767 -
Financial repayments 14 (376)
Loans to subsidiaries 21 (1,563)
Paid interest (2,010) (1,611)
Collected interest 44
196
Other debts and credits
Cash flow from financing activities 3,170 (4,692)
NET INCREASE/REDUCTION IN CASH AND CASH EQUIVALENTS (37,275) (40,049)
Cash and cash equivalents at beginning of financial year 88,676 128,725
Cash and cash equivalents at end of financial year 10 51,401 88,676

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

1. ACTIVITIES AND GENERAL INFORMATION

Árima Real Estate SOCIMI, S.A. (hereinafter, the "Company") was incorporated in Spain on 13 June 2018 under the Spanish Capital Companies Act, going public on 23 October 2018. Its registered office is located at calle Serrano, 47 4º planta, 28001 Madrid.

Its corporate purpose is described in Article 2 of its articles of association and consists of:

  • The acquisition and development of urban properties intended for lease.
  • The ownership of interests in the share capital of other Spanish Real Estate Investment Trusts (Sociedad Anónima Cotizada de Inversión en el Mercado Inmobiliario, "SOCIMI") or other companies that are not resident in Spain, that have the same corporate purpose, and that are governed by rules similar to those governing SOCIMIs as regards the compulsory, legal or statutory policy on profit distribution.
  • The ownership of interests in the share capital of other companies that are both resident and non-resident in Spain, whose corporate purpose is the acquisition of urban properties for lease, and which are governed by the same rules that govern SOCIMIs as regards the compulsory, legal or statutory policy on profit distribution, and which meet the investment requirements set out in Article 3 of the Spanish SOCIMI Act.
  • The ownership of shares or holdings in Collective Investment Institutions governed by Spanish Collective Investment Institutions Act 35 of 4 November 2003.

The Company may also engage in other ancillary activities, this being understood to mean activities that generate income accounting for less than 20% of the Company's total income over a single tax period. The Company carries out its activity at calle Serrano, 47 4ª planta, 28001 Madrid.

Any activity that must by law meet special requirements that are not met by the Company are excluded.

The aforementioned business activities may also be fully or partially engaged in indirectly by the Company through the ownership of interests in another company or companies with a similar corporate purpose.

During the year ended December 31, 2022, the corporate name of the Company has not been modified.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

a) Regulatory regime

The Company is regulated under the Spanish Capital Companies Act.

In addition, on 27 September 2018 the Company informed the Tax Authorities that it wished to opt for application of the rules governing Spanish Real Estate Investment Trusts (SOCIMIs), and is therefore subject to Act 11 of 26 October, with the amendments introduced by Act 16 of 27 December, under which SOCIMIs are governed. Article 3 of Act 11 of 26 October, sets out certain requirements that must be met by this type of company, namely:

  • i. They must have invested at least 80% of the value of their assets in urban properties intended for lease, or in land for the development of properties that are to be used for the same purpose, provided that development begins within three years following its acquisition, or in equity investments in other companies, as set out in Article 2 section 1 of the aforementioned Act.
  • ii. At least 80% of the income from the tax period corresponding to each year, excluding the income deriving from the transfer of ownership interests and real estate properties used by the Company to comply with its main corporate purpose, once the retention period referred to in the following paragraph has elapsed, must come from the lease of properties and from dividends or shares in profits associated with the aforementioned investments.
  • iii. The real estate properties that make up the Company's assets must remain leased for at least three years. Calculation of this term will include the time that the properties have been offered for lease, up to a maximum of one year.

The First Transitional Provision of the SOCIMI Act allows for application of the SOCIMI tax rules under the terms set out in Article 8 of the SOCIMI Act, even when the requirements it contains are not met on the date of incorporation, on the condition that these requirements are met during the two years following the date on which it is decided to opt for application of the said tax rules. In this regard, the Directors of the Company consider that the necessary requirements have alredy met within the established terms and periods, and they have therefore not entered any income or expense in respect of Corporate Income Tax.

The Company has been listed on the Spanish Stock Market since 23 October 2018, with its tax address at calle Serrano, 47 4ª planta, 28001 Madrid.

As indicated in Note 8, the Company is the parent of a Group of companies (hereinafter, the Group). The accompanying annual accounts have been prepared on a non-consolidated basis. On 22 February 2023, the Board of Directors of the Company prepared the consolidated financial statements of Árima Real Estate SOCIMI, S.A. and its subsidiaries at 31 December 2022, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS), and which at that date present consolidated equity and consolidated profit of Euros 330,939 thousand and Euros 10,563 thousand, respectively.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

The figures contained in these annual accounts are expressed in thousands of euros, unless otherwise indicated.

The currency presented and with which society functions is the euro.

2. PRESENTATION BASIS

a) Fair presentations

The annual accounts for the financial year ended on 31 December 2022 were prepared by the Board of Directors on 22 February 2023, in accordance with the regulatory financial reporting framework applicable to the Company, comprising:

  • a) The Spanish Code of Commerce and other corporate legislation applicable in Spain.
  • b) The General Chart of Accounts approved by Royal Decree 1514/2007, of 16 November, as amended by Royal Decree 1159/2010, of 17 September, Royal Decree 602/2016, of 2 December, and Royal Decree 11/2021, of 12 January, described in sector e) of this Note, and, likewise, the sector adaptation for companies in the real estate sector.
  • c) The mandatory standards approved by the Spanish Institute of Auditors and Accountants in order to implement the General Chart of Accounts and significant secondary legislation.
  • d) All other accounting legislation applicable in Spain.

The annual acounts for the financial year ended on 31 December 2022, obtained from the Company's accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and specifically, the accounting principles and standards contained therein and therefore present fairly the Company's equity, financial position, and financial performance and accurately reflect cash flows included in the cash flow statement for the financial year ended on 31 December 2022.

b) Non-compulsory accounting principles

Where an accounting principle is compulsory and has a significant effect on the preparation of the annual accounts, there is no instance in which it has not been applied.

c) Critical aspects relating to the valuation and assessment of uncertainty

The preparation of the annual accounts requires the Company to make certain estimates and judgements with regard to the future. These estimates and judgements are continually reassessed and are based on historical experience and other factors, including expectations of future events that are considered reasonable under the circumstances.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

The resulting accounting estimates, by definition, will rarely match actual results. The estimates and judgements that entail a significant risk of giving rise to a substantial adjustment to the book values of assets and liabilities during the next financial year are discussed below.

Estimates made by the Board of Directors have been used in the preparation of the annual accounts for the financial year ended on 31 December 2022 to assess some of the assets, liabilities, income, expenses and commitments registered in them. This estimates are referred to:

Fair value of investment properties

The Administrators of the Company carry out an assessment of the fair value of each property taking into account the most recent independent valuations, and determine the value of a property within a range of acceptable fair value estimates.

The best evidence of the fair value of investment properties in an active market is the price of similar assets. The Company determines fair value using a range of fair values. When making such judgements, the Company uses a series of sources, including:

i. The current prices in an active marketplace of different kinds of properties in varying states of repair and different locations, adjusted to reflect differences with the Company's own assets.

ii. The recent prices paid for properties in other, less active marketplaces, adjusted to reflect changes in economic conditions since the transaction date.

iii. The discounting of cash flows based on estimates resulting from the terms and conditions contained in current lease contracts and, where possible, evidence of the market prices of similar properties in the same location, through the use of discount rates that reflect the uncertainty of the time factor.

Useful life of investment properties

The Company Management establishes the estimated useful life of its investment properties, along with the corresponding charges for depreciation. The useful life of an investment property is estimated on the basis of the period in which each of the elements included under this heading will generate financial profits. At year end, the Company reviews the useful life of its investment properties, and if its estimates differ from the estimates made in the past, the effects of this change are entered prospectively from the financial year in which the change is made.

Cash flow hedges

The effective portion of changes in the fair value of a derivative designated as a cash flow hedge is entered under other comprehensive income. The profit or loss on the ineffective portion is entered immediately in the income statement under "other (losses)/gains - net".

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

Amounts accumulated in equity are reclassified to the income statement in the periods in which the hedged item affects profit or loss (for example, when the forecast sale that is hedged takes place). Gains or losses on the effective part of interest rate swaps used to hedge loans at variable rates are entered in the income statement under "financial income/expenses". However, when the forecast transaction that is being hedged results in the entry of a non-financial asset (for example, inventory or property, plant and equipment), the gains and losses previously deferred in equity are transferred from equity and included in the initial valuation of the cost of the asset. The deferred amounts are definitively entered as the cost of the assets sold, in the case of stocks, or as depreciation in the case of property, plant and equipment.

When a hedging instrument matures or is sold or when the requirements for the application of hedge accounting cease to be met, any gains or losses accumulated in equity to that date will remain in equity and will be entered when the forecast transaction is finally entered in the income statement. When it is expected that the scheduled transaction is not going to take place after all, the profit or loss accumulated in the equity is immediately transferred to the income statement under the heading "other net (losses)/profits".

Income Tax

The company applies the system provided for in Act 11 of 26 October 2009, which governs Spanish Real Estate Investment Trusts (SOCIMIs), which in practice means that, provided that it meets certain requirements, the Company is subject to a Corporate Income Tax rate of 0%. The amendment in Act 11/2021 taxes with 15% the profits not distributed through dividends, a circumstance that does not apply to the Company in te annual year ended on 31 December 2022.

The Directors monitor compliance with the requirements set out in the relevant legislation in order to secure the tax advantages offered. In this regard, the Directors consider that the necessary requirements will be met within the established terms and periods, and they have therefore not entered any income or expense in respect of Corporate Income Tax.

While these estimates were developed on the basis of the best available information at the end of the 2022 financial year, future events may lead to a change in these estimates (up or down) in the future. Changes in accounting estimates will be applied prospectively.

Grouped entries

To facilitate understanding of the balance sheet and the income statement, the entries in these annual accounts are presented in grouped form, and the necessary analysis is set out in the relevant notes to the accounts.

Comparison of information

For comparative purposes, the balance sheet, income statement, cash flow statement, statement of changes in equity and notes to the financial statements for the year ended 31 December 2022 are presented comparatively with information relating to the year ended 31 December 2021.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

3. ACCOUNTING CRITERIA

The main accounting policies adopted in the preparation of the annual accounts are described below. These policies have been applied uniformly for the financial year presented, unless otherwise indicated.

3.1 Property, plant and equipment

Property, plant and equipment items are entered at their acquisition price or production cost, minus accumulated depreciation and the accumulated value of any recognised losses.

The costs of major repairs are activated and amortised over their estimated useful life, while recurring maintenance costs are charged to the income statement during the financial year in which they are incurred.

Depreciation of property, plant and equipment, with the exception of land, which is not depreciated, is calculated systematically using the straight-line method over the assets' estimated useful lives based on the actual decline in value brought about by operation, use and possession. Depreciatoin rate based on estimated useful lives are as follow:

Depreciation rate (%)

10%
10%
25%
25%
10%

3.2 Investment properties

Investment property comprises the values of land, office and logistics buildings for the purpose of either rental income or capital appreciation.

These assets are initially recognised at acquisition or production cost and are subsequently reduced by accumulated depreciation and recognised impairment losses.

Maintenance and upkeep costs of investment property are recognised in the statement of recognised income and expenses in the year in which they are incurred. However, the costs of improvements that result in increased capacity or efficiency or an extension of the useful lives of the assets are capitalised.

For non-current assets whose preparation for their intended use requires a period of more than twelve months, capitalised costs include borrowing costs that may have been incurred prior to the preparation of the assets and that are either expensed by the supplier or relate to borrowings or other borrowed funds on a general or specific basis and are directly attributable to the acquisition of assets.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

The Company depreciates its investment property using the straight-line method at annual rates based on the years of estimated useful life of the assets as follows:

Depreciation rate (%)
Buildings 2%
Technical installations 8%

Assets under construction intended for rental for as yet undetermined purposes are accounted for at cost less recognised impairment losses. The amortization of these assets, like that of other real estate assets, begins when the assets are ready for the use for which they were designed.

3.3 Losses due to the impairment of non-financial assets

Assets subject to depreciation are subjected to impairment reviews whenever some event or a change in circumstances indicates that the book value may not be recoverable.

A loss due to impairment is entered in the amount by which the book value of an asset exceeds its recoverable value, the latter being understood to mean the fair value of the asset minus sale costs, or its operational value, whichever is higher.

In order to assess impairment losses, assets are grouped at the lowest level for which there are separately identifiable cash flows (cash generating units). Non-financial assets, other than goodwill, in respect of which an impairment loss has been recognised, are reviewed at each balance sheet date in case the loss has reversed.

The Company engages independent expert CBRE Valuation Advisory, S.A. to calculate the value of all of its investment properties at least twice a year. These valuations are made in accordance with the valuation standards issued by the Royal Institute of Chartered Surveyors (RICS) in the United Kingdom and by International Valuation Standards (IVS) prepared by International Valuation Standards Committee (IVSC).

When calculating the value of investment properties, consideration is given to the amount that the Company expects to recover as a result of their lease. To this end, projections are made in respect of the cash flows that will be generated, based on the best estimate of leasing rates and on expectations for each individual asset, taking account of any uncertainty that may be caused by a reduction in cash flows or discount rates. The operational value of a real estate property will not necessarily be the same as its fair value, insofar as the former will be based on factors that are specific to the organisation, mainly the capacity to ask prices that are above or below market levels, due to the assumption of certain risks or the assumption of costs (construction or marketing in respect of investment properties under development; refurbishment; maintenance; etc.) other than those that are generally associated with companies in the sector, while the latter is the value at which two independent parties would be willing to complete a transaction.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

The estimated yields depend on the type and age of the properties and their location. The properties have been valued individually, taking account of the lease agreements in place at the end of the financial year and, where applicable, the forecast value.

The book value of the Company's investment properties is corrected at the end of each financial year with the entry of the relevant loss due to impairment, in order to bring this figure into line with the recoverable value when the fair value is lower than the book value.

When a loss due to impairment is subsequently reversed, the book value of the asset is increased to reflect the corrected estimate of its recoverable amount, though the increased book value may not exceed the book value that would have been allocated of the loss due to impairment had not been entered in previous financial years. Reversals of losses due to impairment are entered in the income statement.

3.4 Financial assets

Financial assets at amortized cost

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. They are included under current assets unless they mature more than 12 months after the balance sheet date, in which case they are entered under non-current assets. Loans and receivables are entered on the balance sheet under "Trade receivables and other accouns receivable", "Non-current investments" and "Loans to subsidiaries" in the balance sheet.

These financial assets are initially valued at fair value, including directly attributable transaction costs, and are subsequently valued at amortised cost. Accrued interest is entered at the effective interest rate, this being understood to be the updated rate that brings the instrument's book value into line with all estimated cash flows through to maturity. Notwithstanding the foregoing, trade receivables that are due within less than one year are valued at their par value, both when initially entered and on subsequent valuation, provided that the effect of not updating flows is not significant.

At least at the end of each financial year, the necessary value adjustments are made to account for impairment when there is objective evidence that all receivables will not be collected.

Losses due to impairment are calculated as the difference between book value of the asset in question and the current value of estimated future cash flows, discounted at the effective interest rate at the time of initial entry. Value adjustments, as well as any applicable reversions, are accounted for in the income statement.

Financial assets at cost

Financial assets are measured at cost less any accumulated impairment losses. If there is objective evidence that the carrying amount is not recoverable, the appropriate valuation adjustments are made for the difference between the carrying amount and the recoverable amount, the latter being the higher of fair value less costs to sell and the present value of the cash flows arising from the investment.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

Financial assets at cost are included in "Loans and advances to companies", "Investments in equity instruments of Group companies" and "Other long-term financial assets" under non-current assets on the balance sheet and "Other short-term financial assets" under current assets on the balance sheet.

Unless there is better evidence of the recoverable amount, the estimate of the impairment of these investments takes into account the equity of the investee company adjusted by the unrealised gains existing at the valuation date. The impairment loss and any reversal thereof is recognised in the income statement for the year in which it occurs.

3.5 Equity

The share capital is made up of ordinary shares.

The costs of issuing new shares or options are entered directly in equity as a reduction in reserves.

In the event that the Company acquires treasury shares, the consideration paid including any incremental cost that is directly attributable, is deducted from equity until the shares are redeemed, issued again or otherwise disposed of. When treasury shares are subsequently sold or reissued, any amount received is moved to equity, net of any directly attributable incremental costs.

Distribution of the result and compulsory payment of dividends

SOCIMIs are governed by the special tax rules established under Act 11 of 26 October 2009, with the amendments introduced by Act 16 of 27 December 2012, under which SOCIMIs (Spanish Real Estate Investment Trusts) are governed. They are required to distribute the profits they obtain over the course of the year to their shareholders in the form of dividends, after complying with the relevant corporate obligations. Distribution must be approved within the six months following the year end, in the following way:

  • a) 100% of the profits resulting from dividends or profit shares received from the companies referred to in Article 2.1 of this Act.
  • b) At least 50% of the profits earned from the transfer of the property, shares or ownership interests referred to in Article 2.1. of the Act, where this occurs after the deadlines referred to in Article

3.3 of the Act have expired, when the property, shares or interests are used to comply with the Company's primary corporate purpose. The remainder of these profits must be reinvested in other property or investments related to the performance of this corporate purpose within three years of the transfer date. Otherwise, these profits must be distributed in full together with any profit earned, where applicable, in the year in which the reinvestment period expires. If the items in which the reinvestment has been made are transferred prior to the end of the holding period, profits must be distributed in full, together, where applicable, with the part of the profits attributable to the years in which the Company was not taxed under the special tax scheme provided for in the aforementioned Act.

c) At least 80% of the remaining profits obtained.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

The dividend must be paid within one month of the distribution agreement. When dividends are distributed with a charge to reserves originating from profits for a year in which the special tax rules were applied, the distribution must compulsorily be approved by means of the resolution referred to above.

The Company is required to allocate 10% of its profits for the year to the legal reserve until the balance held in this reserve amounts to 20% of its share capital. The balance of this reserve is not available for distribution to the shareholders until it exceeds the 20% limit. The articles of association of these companies may not establish any restricted reserve other than the foregoing.

3.6 Financial liabilities

Debts and payables

This category includes trade and non-trade payables. These third-party resources are classified as current liabilities unless the Company has an unconditional right to defer settlement for at least 12 months after the balance sheet date.

These payables are initially entered at their fair value, adjusted for directly attributable transaction costs, and subsequently entered at amortised cost using the effective interest rate method. The effective interest rate is the updated rate which brings the instrument's book value into line with expected future payment flows until maturity of the liability.

Nonetheless, trade payables that are due within less than one year and do not have a contractually agreed interest rate are valued at their nominal value, both when initially entered and on subsequent valuation, provided that the effect of not updating cash flows is not significant.

On the other hand, it includes financial liabilities, which are initially recognised at fair value less transaction costs incurred. Subsequently, financial debts are measured at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the life of the debt using the effective interest rate method.

3.7 Current and deferred income tax

In accordance with the SOCIMI tax rules, the Company is subject to a Corporate Income Tax rate of 0%.

As established in Article 9.2 of Act 11 of 26 October 2009, with the amendments incorporated via Act 16 of 27 December 2012, the Company shall be subject to a special rate of 19% on the overall sum of the dividends or profit distributions received by shareholders whose stake in the share capital of the Company is equal to or greater than 5%, when those dividends, in the possession of its shareholders, are exempt from or have a tax rate of less than 10% (to this effect, the tax due will be taken into consideration under the Non-Resident Income Tax Act).

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

However, that special rate will not apply when the dividends or profit shares are received by entities whose purpose is the ownership of interests in the share capital of other SOCIMIs or other companies that are not resident in Spain, that have the same corporate purpose, and that are governed by rules similar to those governing SOCIMIs as regards the compulsory, legal or statutory policy on profit distribution, with respect to companies that have a share that is equal to or greater than 5% of the share capital of the SOCIMIs and that pay tax on those dividends or profit shares at a rate of at least 10%.

Likewise, as detailed in the amendments incorporated in Act 11/2021, of 9 July, the entity will be subject to a special tax of 15% on the amount of profits obtained in the year that is not subject to distribution, in the part that comes from income that has not been taxed at the general rate of Corporate Tax or is income covered by the reinvestment period regulated in the Article 6 (1) (b) of ths Act. This tax will be considered as a share of Corporation Tax.

The Board of Directors monitor compliance with the requirements set out in the legislation in order to save the tax advantages established therein. In this sense, the administrator's estimation is that these requirements are being met within the terms and deadlines set, not proceeding to record any kind of result derived from corporation tax.

3.8 Provisions and contingent liabilities

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events; it is likely that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Provisions are valued at the current value of the payments that are expected to be required to settle the obligation, using a pre-tax rate that reflects the current market assessment of the time value of money and the specific risks of the obligation. The adjustments to provisions as the result of their restatement are entered as a financial expense as they accrue.

Provisions that mature in one year or less and have non-significant financial effects are not discounted.

When it is expected that a portion of the payment necessary to cancel the provision will be reimbursed by a third party, this reimbursement is entered as an independent asset, provided that its receipt is practically certain.

Contingent liabilities are considered to be potential liabilities deriving from past events, the existence of which is subject to the occurrence of one or more future events that lie outside the control of the Company. These contingent liabilities are not recorded in the accounts but are described in the notes (Note 18).

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

3.9 Revenue Recognition

Revenue is recognised at the fair value of the consideration receivable and represents the amounts receivable for services rendered in the ordinary course of the Company's business, less returns, rebates, discounts and value added tax.

Provision of services

The new standard is based on the principle that revenue is recognised when control of a good or service is transferred to the customer in an amount that reflects the consideration to which the entity expects to be entitled - thus the concept of control, as a fundamental principle, replaces the current concept of risks and rewards.

In order to apply the above fundamental principle, the following successive steps must be followed:

  • identify the contracts with customers;
  • identify the obligations to be fulfilled;
  • determine the transaction price or consideration for the contract transaction;
  • allocating the transaction price among the obligations to be performed, and
  • recognising revenue when (or as) the entity satisfies each committed obligation.

The Company provides rental services. Based on management's analysis, all revenue is generated from the rental of properties which are recorded under the heading "Investment property" under the operating lease classification. These revenues are recognised on an accruals basis and the fulfilment of the obligation of use, with incentive income and the initial costs of the lease contracts being allocated on a straight-line basis.

The costs related to each lease instalment, including impairment charges, are recognised as an expense.

3.10 Leases

a) When the Company is the lessee - Operating lease

Leases in which the lessor maintains a significant part of the risks and benefits arising from ownership are classified as operating leases. Operating lease payments (net of any incentive received by the lessor) are charged to the income statement for the year in which they accrue on a straightline basis over the lease period.

b) When the Company is the lessor

Properties let out under operating lease are included with investment property on the balance sheet. Income earned from the leasing of property is entered on a straight-line basis over the lease period.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

3.11 Operational currency and currency in which the accounts are presented

The figures in these annual accounts are presented in euro thousand, the euro is the currency that the Company uses for both accounting and operational purposes.

3.12 Transactions between related parties

Generally speaking, transactions performed between related parties are initially entered in the accounts at their fair value. Where applicable, if the agreed price differs from the fair value, this difference will be entered, taking account of the real financial conditions of the transaction. It will subsequently be valued in accordance with the provisions set out in the relevant standards.

3.13 Employee benefits

a) Share based payments

On 26 September 2018, the Annual General Shareholders Meeting approved a new remuneration plan based on the Company's own shares, granted to the Árima Real Estate team. This plan was corroborated in the Annual General Shareholders Meeting on 5 November 2019 and modified and subsequently corroborated at the General Shareholder's Meeting on 29 June 2021. That plan will be in effect for 6 years and the right to receive shares as an incentive will accrue when the conditions set out in the plan are met for each calculation period (a period of one year, between July and June of the following year), the conditions established in the plan are met (Note 11.b).

b) Short term obligations and bonus

Wage and wage liabilities, which are expected to be settled within twelve months of the end of the financial year in which employees provide the corresponding services, are recognized in the reporting financial year and valued at the amounts expected to be paid when liabilities are settled. Liabilities are presented on the balance sheet as current obligations for employee benefits.

3.14 Cash and cash equivalents

Cash and cash equivalents include cash holdings, instantly accessible deposits with credit institutions, other short-term highly liquid investments with original maturities of three months or less.

3.15 Financial derivatives and hedging financial instruments

Financial derivatives are valued, both at inception and at subsequent valuations, at fair value. The method for recognising resulting gains or losses depends on whether the derivative has been designated as a hedging instrument or not, and if so, on the type of hedging. The Company designates certain derivatives such as:

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

Cash flow hedges

The effective amount of changes in the fair value of derivatives that are designated and qualified as cash flow hedges are transiently recognized in equity. Its allocation to the profit and loss account is made in the years in which the planned covered transaction affects the result, unless the coverage corresponds to a planned transaction that ends in the recognition of a non-financial asset or liability, in which case the amounts recorded in the equity are included in the cost of the asset when it is acquired or the liability when it is assumed. Loss or gain relative to the ineffective part is immediately recognized in the profit and loss account.

4. FINANCIAL RISK MANAGEMENT

The Company's activities are exposed to various financial risks: market risk (including interest rate risk), credit risk, liquidity risk, tax risk and other risks. The Company's risk management programme focuses on uncertainty in financial markets and seeks to minimise any potential adverse impact on its financial profitability.

Risk management is overseen by the Company's Finance Department, which identifies, evaluates and hedges financial risks in accordance with the policies approved by the Board of Directors of the Company. The Board provides policies for overall risk management and policies covering specific areas such as interest rate risk, liquidity risk, the use of derivatives and non-derivatives and investing excess liquidity.

a) Market risk

The Company's interest rate risk arises from the financial debt. Loans issued at variable rates expose the Company to interest rate risk of cash flows. During the financial year ended at 31 December 2022, the Company has signed one long-term financing agreements with prestigious financial institutions at a variable market interest rate with mortgage guarantee. The loans are remunerated at an interest rate referenced to EURIBOR plus a spread between 1.40% and 1.90%. As of 31 December 2022 and 2021, the amount drawn down in nominal terms from this variable rates financial agreements amounts to 75,483 thousand euros (63,644 thousand euros at 31 December 2021). Additionally, the Group has constituted a deposit remunerated at a market interest rate referenced to the EURIBOR plus a differential of 0.05% and 0.20%.

The Company analyzes exposure to interest rate risk dynamically. Several scenarios are simulated taking into account the alternatives of financing and coverage. Based on these scenarios, the Company calculates the impact on the result for a given change in the interest rate (scenarios are used only for liabilities that represent the most significant positions subject to interest rates).

These analyzes take into account:

  • Economic environment in which it carries out its activity: design of different economic scenarios modifying the key variables that may affect the company (interest rates, share price,% occupancy of real estate investments, etc.).

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

  • Identification of those interdependent variables and their level of linkage.
  • Temporary framework in which the evaluation is being carried out: the time frame for the analysis and its possible deviations will be taken into account.

Based on the simulation carried out, the Company manages the cash flow interest rate risk through variable to fixed interest rate swap. These interest rate swaps have the economic effect of converting loans at variable interest rates into loans at fixed interest rates. Generally, the Company obtains foreign long-term resources with variable interest and exchanges them for a fixed interest rate lower than those that would be available if the Company had obtained the external resources directly at fixed interest rates. Under interest rate swaps, the Company undertakes with third parties to exchange, on a regular basis, the difference between the fixed interest and the variable interest based on the principal notionals contracted.

b) Credit risk

Credit risk originates, mainly from customers for sales and services, as well as from other debtors. The Company defines the credit risk management and analysis policy of its new clients before proceeding to offer them the usual payment terms and conditions. The Company´s risk control establishes the credit quality that the client must possess, taking into account its financial position, past experience and other factors. The Company considers that it does not have significant concentrations of credit risk, this being understood to refer to the possible impact that a default on receivables could have on the income statement.

The Company maintains its cash and other equivalent liquid assets in entities with the best credit quality.

c) Liquidity risk

Cash flow forecasting is carried out by the Company's Finance Department. It monitors the Company's liquidity needs in order to ensure that it has sufficient cash to meet operational requirements while maintaining sufficient availability of liquidity at all times so that the Company does not default on its financial obligations.

d) Tax risk

As mentioned in Note 1, the Company is subject to the special tax regime of the rules governing Spanish Real Estate Investment Trusts (SOCIMIs). It is therefore subject to Act 11 of 26 October 2009, with the amendments introduced by Act 16 of 27 December 2012, under which SOCIMIs are governed. Article 3 of Act 11 of 26 October 2009 sets out certain requirements that must be met by this type of company. The companies that have opted for said regime are obliged to distribute dividends to its shareholders, once the pertinent mercantile obligations have been fulfilled, the benefit obtained in the year, having to arrange their distribution within the six months following the end of each year and be paid within the month following the date of the agreement of distribution. Additionally, as detailed in the amendments included in Act 11/2021, of July 9, the entity will be subject to a special tax of 15% on the amount of the profits obtained in the year that are not subject to distribution.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

In the event that the Shareholders' Meeting of such companies does not approve the distribution of dividends proposed by the Board of Directors, which has been calculated in accordance with the requirements set forth in the aforementioned law, they would not be complying with it, and therefore they should be taxed under the general tax regime and not the one applicable to the SOCIMI.

e) Other risk

On 24 February 2022, Russia launched the invasion of Ukraine, which has marked the beginning of a war between the two countries on Ukrainian territory. The duration of the conflict and the real consequences for the world economy as a whole are still uncertain.

Upon a preliminary assessment of the situation, the Group finds that such a conflict will not have a direct or significant impact, and therefore no consequences are expected to result from it.

5. PROPERTY, PLANT AND EQUIPMENT

The following table contains a breakdown of the entries shown for "Property, plant and equipment" and the relevant movements:

Thousand euros
Property, plant and equipment Total
Balance at 1 January 2021 187 187
Cost 217 217
Accumulated depreciation (30) (30)
Net Book value 187 187
Added 16 16
Allocation to depreciation (32) (32)
Balance at 31 December 2021 171 171
Cost 233 233
Accumulated depreciation (62) (62)
Net book value 171 171
Added 4 4
Allocation to depreciation (33) (33)
Balance at 31 December 2022 142 142
Cost 237 237
Accumulated depreciation (95) (95)
Net book value 142 142

a) Losses due to impairment

No entries were made or reversed in respect of value correction for impairment in relation to any property, plant and equipment item at 31 December 2022 and 31 December 2021.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

b) Fully depreciated property, plant and equipment

No item had been fully depreciated at 31 December 2022 and 31 December 2021.

6. INVESTMENT PROPERTIES

Investment properties include land, office buildings and other items owned by the Company that are held to obtain long-term rental income or capital revaluation and are not occupied by the Company.

Movement and breakdown of investment properties are shown below:

Thousand euros
Investment
Land Building Technical
Installations
Properties
in progress
Total
Balance at 1
January 2021
125,253 79,027 19,434 8,753 232,467
Added - 18 717 28,034 28,769
Departures by
transfers
(8,474) (2,926) (220) (19) (11,639)
Allocation to
depreciation
- (729) (1,191) - (1,920)
Depreciation
cancellations
- 43 18 - 61
Impairment of
investment
properties
- 888 - - 888
Balance at 31
December 2021
116,779 76,321 18,758 36,768 248,626
Cost 116,779 78,411 22,244 36,768 254,202
Accumulated
depreciation
- (2,090) (3,486) - (5,576)
Book value at 31
December 2021
116,779 76,321 18,758 36,768 248,626
Added
Transfers
-
8,933
-
8,333
238
4,873
21,292
(22,139)
21,530
-
Allocation to
depreciation
- (825) (1,499) - (2,324)
Balance at 31
December 2022
125,712 83,829 22,370 35,921 267,832
Cost 125,712 86,744 27,355 35,921 275,732
Accumulated
depreciation
- (2,915) (4,985) - (7,900)
Book value at 31
December 2022
125,712 83,829 22,370 35,921 267,832

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

In 2021, the Company subscribed a non-monetary contribution transferring ownership of a property that did not generate rental income, located in the Chamartín district, to the Group company Árima Investments, S.L. with a carrying amount of Euros 11,578 thousand. Likewise, additional disbursements worth 4,050 thousand euros have been made for the acquisition of a property with 12.848 m2 on Calle Manoteras, 28 and that will have a total cost of 38,950 thousand euros. Additionally, the projects for financial year 2021 amount 24,952 thousand euros.

In 2022, the Company has also continued with its refurbishment and improvement projects, which have entailed an investment of 21,530 thousand euros. All of this is in line with its corporate strategy of value creation.

Under the heading "Investment properties in progress", is included the cost of those improvements made to the assets whose implementation has not been completed.

As of 31 December 2022 and 31 December 2021, no new mortgage guarantees have been provided on properties.

a) Reversed impairment of investment properties

As of 31 December 2022 and 31 December 2021, no items had impairment of investment property

b) Fully depreciated assets

No items had fully depreciated at 31 December 2022 and 31 December 2021.

c) Income and expenses on investment properties

The following income and expenses on investment properties have been detailed in the income statement:

Thousand euros
31.12.2022 31.12.2021
Rental income (Note 13) 7,812 5,945
Expenses for the operations resulting from
investment (1,490) (1,416)
properties that generate rental income
Expenses for the operations resulting from
investment (265) -
properties that do not generate rental income
6,057 4,529

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

d) Operating leases

The total amount of future minimum receivables from non-cancellable operating leases is as follows:

Thousand euros
31.12.2022 31.12.2021
Less than one year 6,148 4,383
Between one and five years 16,560 7,516
More than five years 3,777 -
26,485 11,899

e) Insurances

The Company signs the insurance policies necessary to cover any possible risk that might affect any aspect of its investment properties. The coverage in these policies is deemed to be sufficient.

f) Liabilities

At the close of the period, the Company does not have contractual obligations for the acquisition, construction or development of real estate investments, or for repairs, maintenance or insurance, in addition to those already included in the Note.

g) Valuation process

Information on the cost and fair value of real estate investments at 31 December 2022 and 31 December 2021:

Thousand euros
31 December 2022 31 December 2021
Net book value Fair
value
Net book value Fair
value
Investment properties 267,832 330,000 248,626 307,700

The valuations of these real estate assets have been carried out using "market value" hypothesis, these valuations being made in accordance with the Professional Standards of assesment by the Royal Institution of Chartered Surveyors of July 2022 – 'Red Book'. The market value of the Company's properties has been determined on the basis of evaluation carried out by independent expert valuers (CBRE Valuation Advisory, S.A.).

The "Market Value" is defined as the estimated amount for which an asset should be able to be exchanged at the valuation date, between a willing seller and a willing buyer, after a reasonable sales marketing period, and in which both parties have acted with knowledge, prudence and without any coercion.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

The valuation methodology adopted by the independent appraisers in relation to the determination of fair value was basically the 10-year discount cash flow method and the income capitalization method (reflecting net income, capitalized expenses, etc.), besides comparing the information with comparables. The residual amount at the end of year 10 is calculated by applying a rate of return ("Exit yield" or "cap rate") of the projections of net income for year 11. Cash flows are discounted at an internal rate of return for reach the current net value. This internal rate of return is adjusted to reflect the risk associated with the investment and the assumptions adopted. The key variables are, therefore, the income and the exit yield.

The estimated yields depends on the type and age of the properties and their location. The properties have been valued individually, considering each one of the lease agreements in force at the end of the year and, if applicable, the foreseeable ones, based on the current market rents for the different areas, supported by comparables and transactions carried out for your calculations.

7. ANALYSIS OF FINANCIAL INSTRUMENTS

a) Analysis by category

The book value of each of the categories of financial instruments, excluding investments in the equity of group companies and cash and cash equivalents, is as follows:

Thousand euros
Non-current financial assets
Equity instruments Debts values Credits,
Derivatives
and Others
31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021
Financial assets
at amortized
cost
- - - - 2,210 1,578
Financial assets
at cost
17,979 17,979 - - 7,104 5,500
Hedging
derivatives
- - - - 2,517 -
Total long
term financial
assets
17,979 17,979 - - 11,831 7,078

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

Thousand euros
Current financial assets
Equity instruments Debts values Credits,
Derivatives
and Others
31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021
Financial assets
at amortized
cost
- - - - 22,981 696
Financial assets
at cost
- - - - 118 36
Total short
term financial
assets
- - - - 23,099 732

Thousand euros

Non-current financial liabilities
Bank loans and credits Bonds and other
negociable securities
Derivatives and others
31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021
Financial
liabilities at
amortized cost
or cost
Hedging
derivatives
118,886
-
103,977
-
-
-
-
-
1,996
-
1,186
700
Total non
current
financial
liabilities
118,886 103,977 - - 1,996 1,886
Current financial liabilities
Bank loans and credits Bonds and other
negociable securities
Derivatives and others
31.12.2022 31.12.2021 31.12.2022 31.12.2021 31.12.2022 31.12.2021
Financial
liabilities at
amortized cost
or cost
1,322 610 - - 10,502 7,927
Total current
financial
liabilities
1,322 610 - - 10,502 7,927

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

b)Analysis by maturity date

At 31 December 2022 and 31 December 2021, the value of financial instruments, excluding investments in the equity of group companies (Note 8) and cash and cash equivalents (Note 10), with a specific maturity date or with a maturity date falling withing a specific year was as follows:

At 31 December 2022

Thousand euros
Financial assets
2023 2024 2025 2026 2027 Subsequent
years
Total
Financial assets at
amortized cost
- Trade receivables 1,642 - - - - - 1,642
- Loans and advances to
third parties
- 1,402 - - - - 1,402
- Prepayments for non
current assets
- 141 141 141 141 244 808
Financial assets at
cost:
- Participating loans 89 - 560 5,586 - - 6,235
- Other financial assets 21,368 234 358 119 - 247 22,326
Hedging derivatives:
- Hedging derivatives - 528 - 1,989 - - 2,517
23,099 2,305 1.059 7,835 141 491 34,930
Financial liabilities
2023 Subsequent
2024
2025
2026
2027
Total
year
Financial liabilities at
amortized cost or cost:
- Debts with credit
entities
1,322 6,375 14,884 76,235 22,575 - 121,391
- Creditors and other
accounts payable
10,468 - - - - - 10,468
- Other financial
liabilities
34 145 1,223 132 - 496 2,030
11,824 6,520 16,107 76,367 22,575 496 133,889

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

At 31 December 2021

Thousand euros
Financial assets
2022 2023 2024 2025 2026 Subsequent
years
Total
Financial assets at
amortized cost
- Trade receivables 344 - - - - - 344
- Loans and advances to - - 1,578 - - - 1,578
third parties
Financial assets at
cost:
- Participating loans - - - 500 4,083 - 4,583
- Participating loans 388 302 - 358 - 257 1,305
732 302 1,578 858 4,083 257 7,810
Financial liabilities
2022 2023 2024 2025 2026 Subsequent
years
Total
Financial liabilities at
amortized cost or cost:
- Debts with credit
entities
610 376 4,693 13,891 66,979 19,479 106,028
- Creditors and other
accounts payable
7,861 - - - - - 7,861
- Other financial
liabilities
66 259 145 407 132 243 1,252
Hedging derivatives:
- Hedging derivatives - - 204 - 496 - 700
8,537 635 5,042 14,298 67,607 19,722 115,841

The debts shown in the previous break downs are expressed at their nominal value.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

8. LONG TERM INVESTMENTS IN GROUP COMPANIES

The following table shows a breakdown of long-term investments in group companies at 31 December 2022 and 31 December 2021:

31 December 2022 Share capital
percentage
Voting rights
Direct Indirect Direct Indirect
Name Address Activity % % % %
Árima
Investigación,
Desarrollo e
Innovación, S.L.U.
Serrano, 47
4º planta,
28001
Madrid
Real Estate activity
Sustainability
projects
Exploitation
of
industrial
property
rights
100 - 100 -
Árima Investment,
S.L.
Serrano, 47
4º planta,
28001
Madrid
Acquisition
and
development
of
urban
properties
intended for lease
100 - 100 -
31 December 2021 Share capital
percentage
Voting rights
Direct Indirect Direct Indirect
Name Address Activity % % % %
Árima
Investigación,
Desarrollo e
Innovación, S.L.U.
Serrano, 47
4º planta,
28001
Madrid
Real Estate activity
Sustainability
projects
Exploitation
of
industrial
property
rights
100 - 100 -
Árima Investment,
S.L.
Serrano, 47
4º planta,
28001
Madrid
Acquisition
and
development
of
urban
properties
intended for lease
100 - 100 -

Details of movements in holdings in group companies are as follows:

Miles de euros
2022 2021
Balance at 1 January 17,979 3
Additions to equity investments - 6,398
Additions arising from non-cash contributions - 11,578
Balance at 31 December 17,979 17,979

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

Árima Investigación, Desarrollo e Innovación, S.L.U. was incorporated on 10 December 2018 under the name Árima Real Estate Investments, S.L.U. Its name was changed on 7 November 2019 to its current name. At the time of its incorporation, Árima Real Estate SOCIMI, S.A. becomes the parent company of a group of companies over which it has control, forming a group at that time. This subsidiary is not listed on the stock exchange.

On 28 September 2021, the Company acquired 100% of the shares of Inmopra, S.L., a real estate investment company, for an amount of Euros 6,398 thousand. At the time of acquisition, this Company owned a rented office building located at calle Pradillo, 58 (Madrid). On 4 October 2021, its corporate name was changed to Árima Investments, S.L. This company benefited from the special regime of SOCIMIs on 29 September 2021. Subsequently, on 26 October 2021, a capital increase was carried out through a non-monetary contribution whereby Arima Real Estate Socimi, S.A. contributed an asset (Note 6), increasing the investment in this company by Euros 11,578 thousand.

Thousand euros
31 31
December December
2022 2021
Long-term financial assets:
At amortized cost:
- Loans and advances to third parties 1,402 1,578
- Prepayments for non-current assets 808 -
At cost:
- Participating loan (Note 21) 6,146 4,583
- Guarantees ("Other long-term financial assets") 958 917
Hedging derivatives:
-Financial hedging instruments (Note 16) 2,517 -
Short-term financial assets
At amortized cost:
- Trade receivables for sales and services 1,642 339
- Other receivables - 4
- Remuneration advances - 1
- Other receivables from public authorities (Note 17) 3,447 3,986
At cost:
- Other short-term financial assets 20,054 36
- Participating loan (Note 21) 89 -
37,063 11,444

9. FINANCIAL ASSETS AT COST AND AMORTIZED COST

The financial assets at cost related to long term investments in Group companies (equity instruments) have been detailed in Note 8.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

Loans to third parties correspond to loans granted to staff of the Company at a market interest rate (including executive directos) and other associated companies (Note 21) of the Company at market interest rates on the same terms as at 31 December 2021.

The amount recorded under the heading of guarantees in the balance sheet includes the amount of the guarantees associated with the rental agreements deposited with the corresponding public bodies.

The heading of Other short-term financial assets includes a deposit for an amount of 20,000 thousand euros formalized by the Group in the current year, which is associated with a credit policy agreement for which there are no amounts willing to close. In 2022, this short-term deposit has accrued financial income of 25 thousand euros. The other items included under this heading correspond to short-term bonds for an amount of 29 thousand euros.

The carrying amount of the loans and receivables approximates their fair value, given that the effect of the discount is not significant.

Under the heading of customers there is an amount of 1,586 thousand euros relating to invoices pending issuance (339 thousand euros at 31 December 2021) as a result of linealization of rental income.

The book value of loans and receivables is denominated in euros.

Additionally, the Group contracted two interest rate swaps in 2019. The amount registered in the "Financial hedging instruments" correspond to the valuation of the derivative financial instruments as of 31 December 2022 (Note 16). The effective part of the changes in the fair value of derivatives that are designated and classified as hedges is recognized in the hedge reserve within equity.

The following table contains a breakdown of the age of receivables for sales and services:

Thousand euros
At 31 December 2022 At 31 December 2021
Up to 3 months 56 -
Between 3 and 6 months - -
More than 6 months - -
56 -

10. CASH AND CASH EQUIVALENTS

Thousand euros
31 December 2022 31 December 2021
Cash and banks 51,401 88,676
51,401 88,676

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

The current accounts are denominated in euros.

Due to the liquidity contract entered into with JB Capital Markets, Sociedad de Valores, S.A.U., detailed in Note 11.b, at 31 December 2022 the Company holds 303 thousand euros of total cash destined for the cash account under that contract (at 31 December 2021 held 303 thousand euros).

11. SHARE CAPITAL, SHARE PREMIUM AND TREASURY SHARES

a) Share capital and share premium

As of 31 December 2022 and 31 December 2021 the breakdown of share capital and share premium is as follows:

Thousand euros
31 December 2022 31 December 2021
Share capital 284,294 284,294
Share premium 5,769 5,769
290,063 290,063

As at 31 December 2022 and 31 December 2021, the Company's share capital amounts to Euros 284,294 thousand and is represented by 28,429,376 shares with a par value of Euros 10 each, all belonging to the same class and fully subscribed and paid up. All shares have the same voting and dividend rights.

The share premium is a freely distributable reserve.

All the Company's shares are listed on the Spanish Stock Market.

At 31 December 2022, the companies that held a share of 3% or more in the share capital are as follows:

% voting rights
allocated to
% voting rights held
through financial
Entity shares instruments Total %
Fidelity Select Portfolios 3.548 - 3.548
Ivanhoe Cambridge, INC. 20.293 - 20.293
Rodex Asset Management 5.020 - 5.020
Torrblas, S.L. 5.000 - 5.000
TR Property Investment Trust PLC 5.008 - 5.008
Asua de Inversiones, S.L. 7.951 - 7.951
Total 46.820 - 46.820

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

At 31 December 2021, the companies that held a share of 3% or more in the share capital were as follows:

% voting rights
allocated to
% voting rights held
through financial
Entity shares instruments Total %
Fidelity Select Portfolios 3.548 - 3.548
Ivanhoe Cambridge, INC. 20.293 - 20.293
Rodex Asset Management 3.839 - 3.839
Morgan Stanley 5.060 0.077 5.137
Thames River Capital LLP 9.984 - 9.984
Pelham Long/Short small CAP Master
Fund LTD
- 9.984 9.984
Total 42.724 10.061 52.785

b) Treasury shares

Movements in treasury shares over the year have been as follows:

31 December 2022 31 December 2021
Number of Number of
Thousand euros
926,067 8,163 578,513 5,082
1,096,182 8,909 347,554 3,081
- - - -
2,022,249 17,072 926,067 8,163
treasury shares Thousand euros treasury shares

The General Shareholders' Meeting of the Company agreed on 28 May 2020 to authorize, for a period of 5 years, the derivative acquisition of shares of Árima Real Estate SOCIMI, S.A. by the Company itself, under the provisions of articles 146 and concordant of the Capital Companies Act, complying with the requirements and limitations established in current legislation at all times, in the following terms: (i) the acquisitions may be made directly by the Company or indirectly through companies of its group, and they may be formalized, once or several times, through purchase, barter or any other legal transaction valid in Law. Acquisitions may also be made through an intermediary that acquires the shares on behalf of the Company under a liquidity contract subscribed between the Company and the intermediary; (ii) the nominal value of the shares to be acquired, added, where appropriate, to those already held, directly or indirectly, shall not exceed the maximum percentage legally permitted at any time; and (iii) the acquisition price per share will be at least the nominal value and, at most, the market price on the date of acquisition.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

On 6 November 2021, Árima Real Estate SOCIMI, S.A. renovated into a 12 month liquidity contract with JB Capital Markets, Sociedad de Valores, S.A.U. in order to increase liquidity and favour the regular trading of the Company's shares. However, this liquidity contract is temporarily suspended while the share buyback programme, which came into effect on 25 March 2020, is operational.

In addition, there is a compensation plan based on the delivery of shares or cash at the Company's discretion, which was initiated with its IPO, the beneficiary of which is the Company's team (Note 3.13). This plan accrues annually when, for each calculation period (between 1 July and 30 June of the following year), certain value creation conditions are met. In relation thereto, the General Shareholders' Meeting of 29 June 2021 resolved, at the request of the Company's Board of Directors, to adapt the calculation conditions from which the plan accrues, in order to adapt them to the current economic environment and the Company's situation (size and future growth profile), all with the aim of continuing to create value for shareholders.

The first period in which these adaptations took effect is from 1 July 2020 to 30 June 2021, and mainly concerned the total shareholder return - the threshold of which is 8% - and the delivery terms. This return is measured as the revaluation of the Net Asset Value plus the total dividends distributed, excluding certain capital increases, whether cash or non-cash, and weighted by the period of time during which they occurred during the calculation period. Thus, this remuneration continues to be focused on generating shareholder return, obtained through active management.

When the vesting conditions are met, the Company will deliver one third of the shares to the beneficiaries 12 months after the end of the calculation period, one third of the shares 18 months after the end of the calculation period and one third of the shares 24 months after the end of the calculation period.

The Company's shares held by the Company as at 31 December 2022 represent 7.11% of the Company's share capital and total 2,022,249 shares (as at 31 December 2021 they represented 3.26% and totaled 926,067 shares). The average price of treasury shares was 8.15 euros per share (8.81 euros per share in 2021).

These shares are recorded as a reduction of the Company's equity at 31 December 2022 in the amount of 17,062 thousand euros (at 31 December 2021 it was 8,163 thousand euros).

The Company has complied with the obligations deriving from article 509 of the Capital Companies Act which establishes, in relation to shares listed on an official secondary market, that the nominal value of the shares acquired, added to those already held by the parent company and its subsidiaries, must not exceed 10% of the share capital. Subsidiaries do not hold either their own shares or those of the parent company.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

12. RESERVES

Reserves

Thousand euros
At 31 December of At 31 December of
2022 2021
Others reserves:
- Voluntary reserve (11,261) (11,261)
- Legal reserve - -
- Hedging transactions reserve 2,517 (700)
- Net losses obtained from prior financial years (17,202) (13,672)
(25,946) (25,633)

Legal reserve

Appropriations to the legal reserve should be made in compliance with Article 274 of the Spanish Companies which stipulates that 10% of the profits for each year must be transferred to this reserve until it represents at least 20% of share capital.

The legal reserve is not available for distribution. Should it be used to offset losses in the event of no other reserves being available, it must be replenished out of future profits.

13. PROFIT (LOSS) FOR THE FINANCIAL YEAR

Distribution of the profit and loss for the financial year

The proposed distribution for the profit and loss for the financial year ended on 31 December 2022 obtained by the Company and the reserve amount to be submitted to the General Shareholders Meeting, is as follows:

Thousand euros
2022 2021
Base for distribution:
Profit and los for the financial year (4,856) (3,528)
Application:
Legal reserve
Net losses obtained from prior financial years
-
(4,856)
-
(3,528)
Dividends -
(4,856)
-
(3,528)

On 28 June 2022, the General Shareholders' Meeting approved, without modification, the proposal to distribute the 2021 result.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

14. FINANCIAL LIABILITIES

Thousand euros
31 December 31 December
2022 2021
Long-term financial liabilities
At amortized cost or cost:
- Debts with credit entities 118,886 103,977
- Guarantees 1,996 1,186
Hedging derivatives:
-Financial hedging instruments (Note - 700
16)
120,882 105,863
Short-term financial liabilities
At amortized cost or cost:
- Debts with credit entities 1,322 610
- Other payables (Note 7) 9,508 6,661
- Outstanding remuneration 960 1,200
- Other debts with Public Authorities (Note 17) 311 109
- Guarantees 34 66
12,135 8,646

The book amounts of debts and payables approximate their fair values, since the effect of discounting is not significant.

The heading "Guarantees" in the balance sheet includes the guarantees granted by the tenants of real estate registered in real estate investments (Note 6).

The book value of loans and receivables to be paid by the Company is denominated in euros.

The Company has signed one additional financial agreement over the course of the financial year ended at 31 December 2022 with a prestigious credit entity by an amount of 2,700 thousand euros at a variable interest rate associated with the works to improve energy efficiency within the framework of the Group's sustainability strategy.

As of 31 December 2022 and 2021, 100% of the financing obtained by the Company has been classified as 'green' by financial institutions, given the sustainable characteristics of the financed real estate properties.

The long-term debt of the Group is recorded at amortized cost in the long-term liabilities under the heading "Debts with credit entities". As of 31 December 2022, the amount of the amortized cost is 1,184 thousand euros (1,440 thousand euros at 31 December 2021). Their nominal maturities have been included in Note 7. The real estate assets that guarantee the aforementioned loans through mortgage commitment have a market value of 296,700 thousand euros at 31 December 2022 (276,700 thousand euros at 31 December 2021).

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

Short-term bank borrowings" includes the amount of unpaid accrued interest and principal repayments of 158 thousand euros and 1,164 thousand euros, respectively, at 31 December 2022 (it was 234 thousand euros and 376 thousand euros respectively, at 31 December 2021).

These loans are subject to compliance with certain financial ratios, which are customary in the industry in which the Company operates and are calculated annually at year-end. This financial ratios are successfully fulfilled at 31 December 2022 and 2021, with the exception of ratios on the financing property under reform, for which financial institutions have granted a temporary exemption to their compliance.

Deferred payments to suppliers

Payments on business operations carried out during the financial year which are outstanding at the year end, with respect to the maximum terms allowed by Law 15/2010, amended by Law 31/2014, are as follows:

2022 2021
Days Days
Average payment period to suppliers 27 27
Ratio of transactions paid 25 26
Ratio of transactions pending payment 55 38
Amount
Amount (thousand
(thousand euros) euros)
Total payments made 24,217 27,535
Total payments pending 1,427 1,043

The calculation of the figures in the table above agrees with that established in the ICAC resolution of 4 February 2016. For the purposes of this Note, trade payables include sundry suppliers and creditors for debts with suppliers of goods and services included in the scope of the regulation with respect to the legal payment periods.

According to the new regulations required by Article 9 of Act 18/2022, of 28 September, in addition to the previous information, the following information is indicated:

Number (units) 2022
Invoices paid before the deadline for payment to suppliers 912
Percentaje of total supplier invoices 96.1%
Amount (thousand euros) 2022
Invoices paid before the deadline for payment to suppliers 24,175
Percentaje of total supplier invoices 99.8%

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

15. INCOME AND EXPENSES

a) Net turnover figure

The net turnover figure corresponding to the Company's ordinary business activities broke down in geographical terms as follows:

Percentage Thousand euros
Market 2022 2021 2022 2021
National 100% 100% 7,812 5,945
100% 100% 7,812 5,945

The net turnover figure breaks down as follows:

Thousand euros
2022 2021
Revenue
Rents 5,978 5,125
Reinvoicing of costs 998 820
Other revenue 836 -
7,812 5,945

The lease agreements signed by the Company are in normal market conditions in terms of their duration, maturity dates and rent.

Under the heading of "Other revenue", has been recorded the compensation received from one of the Group's tenants as a result of the cancellation of the lease which entered into force during the third quarter of the financial year. Additionally, it should be noted that as first semester of the financial year 2022, a new contract for the lease of said area has already been formalized.

b) Customer contracts

The contracts that the Company has signed with customers are rental contracts with standard clauses where a price per m2 of use is set, and they have an average duration of 3 years. As described in Note 6, the properties subject to rent comprise assets for offices and logistic, all of them are located in the Community of Madrid. The total amount fon non-cancellable future minimum charges has been described in Note 6. Customers mostly comprise large and medium-sized companies and logistic operators.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

c) Personnel costs

Thousand euros
Financial year Financial year
ended on 31 ended on 31
December 2022 December 2021
Wages, salaries and associated costes
Welfare charges:
(5,260) (3,941)
- Other welfare charges (283) (222)
(5,543) (4,163)

Under personnel expenses, there has been recorded the remuneration to the Company's team, both fixed and prospective.

At 31 December 2022 and 31 December 2021 there was no compensation for dismissals.

A provision for bonuses of Euros 960 thousand as at 31 December 2022 (at 31 December 2021 it was 1,200 thousand) has been recognised under wages and salaries.

The average number of employees during the financial year ended on 31 December 2022 and 2021 is 14 people.

The average number of employees in 2022 and 31 December 2021, by category, is as follows:

Financial year Financial year
ended on 31 ended on 31
Categories December December
2022 2021
Management 8 8
Employees with degrees 4 4
Administrative personnel and others 2 2
14 14

The number of employees at 31 December 2022 and 31 December 2021, shown by professional grade, was as follows:

Categories At 31
December
2022
At 31
December
2021
Management 8 8
Employees with degrees 4 4
Administrative personnel and others 1 2
13 14

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

In addition, at 31 December 2022, Company personnel details broken down by gender are as follows:

At 31 December
2022
Categories Men Women Total
Management 6 2 8
Employee with degrees 2 2 4
Administrative personnel and
others
- 1 1
8 5 13

In addition, at 31 December 2021, Company personnel details broken down by gender were as follows:

At 31 December
2021
Categories Men Women Total
Management / Directors 6 2 8
Employee with degrees 2 2 4
Administrative personnel and
others
1 1 2
9 5 14

d) External services

The following table gives a breakdown of the external services:

Thousand euros
Financial year
ended on 31
December 2022
Financial year
ended on 31
December 2021
External services directly attributable to
real estates assets
(1,754) (1,417)
Other external services (1,791) (1,680)
(3,545) (3,097)

e) Financial expenses

Financial expenses accrued in the financial year ended on 31 December 2022 are associated with the financing obtained in the period (Note 14).

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

16. FINANCIAL HEDGING DERIVATIVES

Thousand euros
2022
Non current Current
Covered
principal
Maturity Asset(*) Liability Asset Liability
Interest rate
swap
22,700 2026 1,989 - - -
Interest rate
swap
21,626 2024 528 - - -
2,517 - - -
Thousand euros
2021
Non current Current
Covered
principal
Maturity Asset Liability(*) Asset Liability
Interest rate
swap
22,700 2026 - 496 - -
Interest rate
swap
21,626 2024 - 204 - -
700 - -

(*) See Note 7.b

The fair value of financial hedgings derivatives is registered as a non current asset or non current liability if its maturity is beyond 12 months, and as a current asset or current liability if its maturity is prior to 12 months.

The interest rate swap derivative (financial swap) allows to change a variable interest rate to a fixed interest rate in bank loans signed by the Company. The cashflow covered is the foreseen future payments of interests related to the financial debts. Changes in fair value of the interest rate swap are registered in "Hedging transactions" in Equity (Note 12).

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

17. INCOME TAX AND TAX POSITION

The reconciliation between the net amount of income and expenses for the year and the income tax base is as follows:

Thousand euros
31 December 2022 Income and expenses attributed
Income statement directly to Equity
Increases Reductions Total Increases Reductions Total
Income and
expenses balance
for the period
- (4,856) (4,856) - - -
Income tax - - - - - -
Permanent
differences
86 - 86 - - -
Temporary
differences (*)
1,469 (1,200) 269 3,232 - 3,232
Taxable base 1,555 (6,056) (4,501) 3,232 - 3,232
Thousand euros
31 December 2021 Income and expenses attributed
Income statement directly to Equity
Increases Reductions Total Increases Reductions Total
Income and
expenses balance
for the period
- (3,528) (3,528) - - -
Income tax - - - - - -
Permanent
differences
69 (905) (836) - - -
Temporary
differences
- - - 786 - 786
Taxable base 69 (4,433) (4,364) 786 - 786

*Note 16

When reading this Note, it should be born in mind that the Company is covered by the special SOCIMI scheme and has not recognised any deferred tax assets as it considers that they will not be recoverable.

At 31 December 2022 tax profits are calculated as accounting losses for the year plus expenses resulting from the Company's incorporation and capital increases which are recognised directly in equity. At the year end date the Company has not recognised deferred tax assets. There were no payments on account of corporate income tax during the financial year 2022 neither 2021.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

In accordance with Law 11/2009, of 26 October, as amended by Law 16/2012, of 27 December, and Lay 11/2021, of 30 June, regulating REITs (SOCIMIs), current corporate income tax is the result of applying 0% to the tax base. Withholdings and payments on account amount to 0 thousand euros. Tax inspections

Under current law, taxes cannot be understood to have been effectively settled until the tax authorities have reviewed the tax returns submitted or until the time-bar period of four years has elapsed. All the Company's taxes are open to inspection.

As a result, among other things, of the different interpretations to which Spanish tax legislation lends itself, additional tax assessments may be raised in the event of a tax inspection. In any case, the Directors believe that any such liabilities, in the event that they arise, will not have any significant effect on the balance sheet or the income statement neither for the financial year ended on 31 December 2022 nor the financial year ended on 31 December 2021.

At 31 December 2022 and 31 December 2021, the amounts receivable and the amounts payable by the Company in respect of the Public Authorities broke down as follows:

Thousand euros
At 31 December At 31 December
2022 2021
Accounts receivable
Receivables from Spanish Tax Authorities (VAT) 3,447 3,986
3,447 3,986
Payment commitments
Payables to Spanish Tax Authorities (withholdings collected) (291) (88)
Payables to Social Security Bodies (20) (21)
(311) (109)

18. PROVISIONS, CONTINGENCIES AND BANK GUARANTEES

Contingent liabilities

Neither at 31 December 2022 nor 31 December 2021 has the Company contingent liabilities.

Bank Guarantees

At 31 December 2022 the Company has contracted a bank guarantee in the amount of 129 thousand euros with a prestigious financial institution (122 thousand euros at 31 December 2021).

19. COMMITMENTS

Operational leasing commitments

The Company leases its office premises under an irrevocable operating lease. This contract is for two years and four months an may be renewed on maturity for another additional three years following

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

the relevant notification by the Company. Minimum total future payments fon non-cancellable leases are 394 thousand euros at 31 December 2022 (576 thousand euros at 31 December 2021).

20. BOARD OF DIRECTORS AND OTHER PAYMENTS

Shareholdings, positions and activities of the members of the Board of Directors

In the duty to avoid situations of conflict with the interest of the Company, during the year the directors who have held positions in the administrative body have complied with the obligations provided for in Article 228 of the Spanish Capital Companies Act.

Likewise, both they and the persons related to them have refrained from incurring in the cases of conflict of interest provided for in Article 229 of said Act, except in cases where the corresponding authorization has been obtained.

Remuneration of members of the Board of Directors

During the financial year ended on 31 December 2022, the remuneration of the members of the Board of Directors of the Company has amounted to:

Thousand euros
Financial year Financial year
ended on 31 ended on 31
December 2022 December 2021
Remuneration of executive directors 1,644 1,228
Per diems of executive directors - -
Non-executive directors' fees 425 425
2,069 1,653

In addition, the Company has paid during the year ended 31 December 2022 the amount of 72 thousand euros for liability insurance premiums covering the members of the Board of Directors of the Company for the performance of their duties (66 thousand euros in 2021).

The members of the Board of Directors of the Company do not have any pension funds or similar obligations for their benefit. During the years ended on 31 December 2022 and 31 December 2021, there are no senior management personnel who do not belong to the Board of Directors of the Company.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

Additionally, there is a compensation plan based on the hanging out of shares whose beneficiary is the Company's team (Note 11.b). Said plan, which is in force, has a annual accrual when, for each calculation period (between 1 July and 30 June of the following year) are accomplished certain value generation conditions. For the third period of validity of this plan, which ends on 30 June 2022, the Management of the dominant Company has evaluated compliance with these conditions and as a result 306,584 shares will be delivered. According to the share delivery schedule described in Note 11.b, the parent Company has provisioned 509 thousand euros as of 31 December 2022.

21. RELATED-PARTY TRANSACTIONS

As of 31 December 2022 and 31 December 2021, the long-term financial assets held by the Company with group companies correspond to long-term loans granted, included under the heading "Loans to subsidiaries". The breakdown of these appropriations is as follows:

A participative loan granted to the company of the group Árima Investments, S.L., with a balance of 5,586 thousand euros as of 31 December 2022 (4,083 thousand euros as of 31 December 2021). Likewise, there is a balance receivable from this subsidiary company for the interest accrued during the year 2022, amounting to 89 thousand euros.

A participative loan granted to the company of the group Árima Investigación, Desarrollo e Innovación, S.L.U, which presents a balance of 560 thousand euros as of 31 December 2022 (500 thousand euros as of 31 December 2021).

Both loans accrue interest based on the obtaining of positive net results. Fulfilling this condition, the interest is variable annual corresponding to EURIBOR to 12 months + 2%.

Additionally, there is a balance as of 31 December 2022 with the related party Rodex Asset Management, S.L. for an amount of 822 thousand euros, for the formalization of a debt transfer loan of a member of the Board of Directors of the Company. This balance is collected under the heading "Loans to third parties".

22. INFORMATION REQUIREMENTS RESULTING FROM SOCIMI STATUS, ACT 11/2009, AS AMENDED BY ACT 16/2012 AND ACT 11/2021

a) Reserves from years prior to the application of the tax regime established in this Law.

Not applicable.

b) Reserves arising from years in which the tax regime established in this Law has been applied, differentiating the part that comes from income subject to a tax rate of 0%, 15% or 19%, with respect to those that, where applicable, have been taxed at the general tax rate.

Not applicable

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

c) Dividends distributed against profits each year in which the tax rules contained in this Act applied, with differentiation between the portion originating from income subject to tax at a rate of 0%, 15%, or 19%, and the portion originating from income subject to tax at the general rate.

Not applicable

d) In the case of distribution against reserves, identifying the year from which the reserves applied originate, and whether they were taxed at 0%, 15%, or 19% or the general rate.

Not applicable

e) Date of the agreement for the distribution of dividends referred to in c) and d) above.

Not applicable

f) Date of acquisition of properties intended for rent. The Company has shares in the capital of an entity referred to in Article 2 (1) of the SOCIMIs Act. This participation refers to the company of the Group Árima Investments, S.L., which was acquired on 28 September 2021.

Property Localization Date acquired Segment
María de Molina Calle María de Molina, esquina con la
calle Príncipe Vergara, Madrid
21 December 2018 Offices
Paseo de la Habana Confluencia de Paseo de la Habana y
Avenida de Alfonso XIII, Madrid
21 December 2018 Offices
Edificio Botanic Calle Josefa Valcárcel, 42, Madrid 29 January 2019 Offices
Edificio Play Vía de los Poblados, 3 -Parque
Empresarial Cristalia, Edificio 4B,
Madrid
29 January 2019 Offices
María de Molina Calle María de Molina, esquina con la
calle Príncipe Vergara, Madrid
28 February 2019 Offices
Nave Guadalix Barranco Hondo, San Agustín de
Guadalix
12 April 2019 Logistic
Ramírez de Arellano, 21 Calle Ramírez de Arellano, 21, Madrid 28 June 2019 Offices
Cadenza Vía de los Poblados, 7, Madrid 30 December 2019 Offices
Manoteras, 28 Calle Manoteras, 28, Madrid 11 June 2020 Offices

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

g) Identification of assets taken into account when calculating the 80% referred to in Article 3.1 of this Act.

The assets taken into account when calculating the 80% referred to in Article 3.1 of the SOCIMI Act are the ones listed in the above table.

h) Reserves from years in which the tax system provided for under the Act was applicable and which have been made use of (not for distribution or offsetting losses) during the tax period, with identification of the year from which the reserves originate.

Not applicable

23. AUDITOR'S FEES

The fees accrued during the financial years ended on 31 December 2022 and 31 December 2021 by PricewaterhouseCoopers Auditores, S.L. and its network are as follows:

Thousand euros
2022 2021
Services related to account auditing 104 91
Other services provided not related to account auditing (*) 10 30
114 121

(*) There are no tax services or services required by legal regulations.

24. INFORMATION ON GREENHOUSE GAS EMISSION RIGHTS

The Company has not disposed of greenhouse gas emission allowances in either the financial year 2022 or 2021.

25. ENVIRONMENTAL INFORMATION

The Company develops sustainable environmental management in its headquarters, its office buildings and logistics warehouse, aimed at minimizing the possible impact on the environment derived from its activity, and maximizing the well-being of its occupants.

This approach has been confirmed during 2022 by organizations of recognized international prestige such as EPRA and GRESB, which have awarded gold in the sustainability category and 86% score (4 stars) respectively.

The Group has continued with the process of reforming its portfolio, which will have the leading standards of the market: LEED and BREEAM.

Likewise, the Company has analysed the consumption of both the corporate headquarters and its assets in order to calculate its carbon footprint and identify measures to reduce it. In this sense, 100% renewable energy has been contracted for scopes 1 and 2, and work is being done to develop a Decarbonization Policy.

NOTES TO THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

(Thousand euros)

All this represents the Company's firm commitment to the conservation of the environment, the quality of the assets, and the health and well-being of the tenants.

26. SUBSEQUENT EVENTS

From December 31, 2022 until the date of formulation of these consolidated annual accounts there have been no subsequent events of relevance that need to be broken down.

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

1. ORGANIZATION STRUCTURE AND FUNCTIONING

Árima Real Estate SOCIMI, S.A. (hereinafter Árima, or the Company or the dominant Company) is the dominant Company of a Group whose main objective is the creation of a real estate portfolio focused mainly on the office and logistics sector in Madrid, with the aim of obtaining income from rents through an active management of the portfolio. The ultimate goal is to create value for shareholders, offer the best quality spaces for tenants and ensure the construction of a sustainable and technologically advanced environment.

The Group's strategy responds, with a clear focus on value creation, to the lack of quality (Class A) and environmentally friendly office space. Relying on the competitive advantage of its highly experienced team, it is able to identify excellent investment opportunities to reposition assets through intelligent refurbishments.

Árima is built on the proven experience of the members of its management team who bring, on average, two decades in the real estate sector and several years of experience working together on different projects. Their deep knowledge of the sector together with corporate values such as transparency, excellence, sustainable profitability and tangible revaluation make Árima capable of repeating success stories and overcoming previous projects. In addition, the team maintains a strong alignment with the interests of its shareholders thanks to its significant shareholding.

The Group's shareholding includes major national and international funds that are very interested in the opportunities in the Spanish real estate market and in the management team's ability to maximise and optimise the performance and value of the portfolio.

The dominant Company has a suitable governmental structure that guarantees the proper functioning of the governing bodies and compliance with the standards and regulations governing its activity.

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

The General Shareholders' Meeting is the Company's highest decision-making body. Its designated powers include the appointment of directors, the approval of the remuneration policy and the distribution of dividends, all of which are set forth in the Regulations of the General Shareholders' Meeting.

The Board of Directors reports to the Shareholders' Meeting, overseeing the Company's daily business operations. The members of the Board are responsible for reviewing the Company's strategy and objectives, always adapting them to the needs and trends of the market. Árima has a majority of Independent Directors who bring years of experience and expertise in the real estate, financial and legal sectors, at national and international level. Thanks to their connections in the market and their extensive background, they are also well versed in environmental, social and corporate governance related matters.

The Board of Directors carries out its activities in accordance with the rules of corporate governance contained mainly in the Company's Bylaws, the Regulations of the Shareholders' Meeting and the Regulations of the Board of Directors, also following the recommendations of the Good Governance Code with the maximum commitment to compliance. It also has two fundamental committees, whose essential function is to support this body in its tasks of supervision and control of the ordinary management of the Group: The Audit and Control Committee and, on the other hand, the Appointments and Remuneration Committee.

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

2. EVOLUTION AND RESULTS OF BUSINESS

The Group, since its launch on the stock market in October 2018, has carried out various real estate asset acquisition transactions. The management of this portfolio has enabled it to generate a positive consolidated result of 10,563 thousand euros in financial year 2022.

Árima has a solid strategy and a defensive portfolio. In addition, during the year, leasing contracts have been signed and renewed, contributing to maintain a solid and stable position.

Árima has continued to reinforce its commitment with its stakeholders, especially with shareholders and investors, strengthening communication and continuous contact. In addition, it pays special attention to ensure that its impact on society is positive, through its engagement programmes and wellbeing surveys.

The investments made by the Group throughout its history have resulted in the composition of a diversified portfolio, consisting of 9 assets that provide stability and high growth potential. As of December 31, 2022, the Group has 3 refurbishments in progress, which will allow significant increases in value and income in the contracts to be signed once the work is completed.

Árima's portfolio continues its growth, and its value amounts to €379.7M as of December 31, 2021. The revaluation of the portfolio reflects disciplined investment, focusing on healthy buildings, sustainable works and projects whose philosophy fits perfectly with what today's world demands, as well as the good progress of refurbishments, with deliveries expected between the last half of 2023, 2024 and 2025.

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

The Group's portfolio totals more than 102,000 leasable sqm and 1,281 parking spaces. The properties are in line with the listed company's investment model. They make up a balanced portfolio of rental assets and buildings with great potential for revaluation for the SOCIMI's shareholders, always seeking a product with great potential for generating value in highly consolidated areas of the metropolitan area and the outskirts of Madrid, as shown in the following map.

The assets comprising the Group's portfolio are as follows:

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

The revenue derived from the lease of real estate assets amounted to 8,071 thousand euros during the financial year 2022 (31 December 2021: 6,012 thousand euros). EBITDA - earnings before interest, taxes, depreciation and amortisation - amounted to 12,013 thousand euros.

The market value of the Group's assets at 31 December 2022 amounts to 379,700 thousand euros (31 December 2021: 343,600 thousand euros) representing an increase on a like-for-like basis of 11% compared to December 31, 2021.

Below is the revenue projection for the current portfolio, reflecting expected rental growth (at current market levels).

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

(1) Passing gross yield defined as passing gross rents over total portfolio acquisition price; (2) Yield on cost defined as post-capex GRI divided by total investment (net acquisition cost plus expected capex); (3) Annualized gross rents; (4) Expected increase in rents from capex investments; (5) Expected gross rental income after realizing reversionary potential and effects from capital expenditures.

3. EPRA INFORMATION

The European Public Real Estate Association (EPRA) defines three different metrics for calculating the Net Asset Value (NAV) in its Best Practices guide: Net Reinstatement Value, Net Tangible Assets and Net Disposal Value. Considering its activity, the metric that best represents the nature of the Company is Net Tangible Asset:

EPRA Net Asset Value Metric: Net Tangible Assets

Thousand euros
31/12/2022 31/12/2021
NAV 330,955 325,665
Effect of options, convertibles bonds and other interest - -
Diluted NAV 330,955 325,665
Excluded:
Fair value of financial instruments 2,517 (700)
Intangible assets 246 218
EPRA NTA 328,192 326,147
Number of issued shares (without treasury shares) 26,407,127 27,503,309
EPRA NAV per share (euros) 12.4 11.9

During fiscal 2022, the Net Tangible Asset grew by 5%, as a result of successful portfolio management and strategic acquisitions during the year.

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

4. EVOLUTION OF THE SHARES

The share price at December 31, 2022 was 7,50 euros per share. The share price at December 31, 2021 was €9.18 per share. 1

5. TREASURY SHARES

As at 31 December 2022, the Company holds shares representing 7.11% of the dominant Company's share capital and totalling 2,022,249 shares (as at 31 December 2021 they represented 3.26% and totalled 926,067 shares). The average cost of treasury shares was EUR 8.15 per share in 2022 (EUR 8.81 per share in 2021), which translated into an attractive discount on the Net Tangible Asset.

These shares are registered reducing the value of the Group equity at 31 December 2022 by 17,072 thousand euros (at 31 December 2021 by 8,163 thousand euros).

The movement of treasury shares in the year is as follows:

31 December 2022 31 December 2021
Number of
treasury
shares
Thousand euros Number of
treasury
shares
Thousand euros
At the beginning of the
period/year
926,067 8,163 578,513 5,082
Additions/purchases 1,096,182 8,909 347,554 3,081
Reductions - - - -
At the end of the period/year 2,022,249 17,072 926,067 8,163

The dominant Company has complied with its obligations under Article 509 of the Spanish Capital Companies Act, which establishes that the par value of acquired shares that are listed on official secondary markets, added to the value of those that are already held by the dominant Company and its subsidiaries, must not exceed 10% of the share capital. The subsidiary does not hold either treasury shares or shares in the dominant Company.

6. DIVIDEND POLICY

The Company is governed by the special tax rules established under Act 11 of 26 October 2009, with the amendments introduced by Act 16 of 27 December 2012, under which SOCIMIs are governed. They are required to distribute the profits they obtain over the course of the year to their shareholders in the form of dividends, after complying with the relevant corporate obligations. Distribution must be approved within the six months following the year end, in the following way:

a) 100% of the profits resulting from dividends or profit shares received form the companies referred to in Article 2.1 of this Act.

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

  • b) At least 50% of the profits earned from the transfer of the property, shares or ownership interests referred to in Article 2.1 of the Act, where this occurs after the deadlines referred to in Article 3.3 of the Act have expired, when the property, shares or interests are used to comply with the Company's primary corporate purpose. The remainder of these profits must be reinvested in other property or investments related to the performance of this corporate purpose within three years of the transfer date. Otherwise, these profits must be distributed in full together with any profit earned, where applicable, in the year in which the reinvestment period expires. If the items in which the reinvestment has been made are transferred prior to the end of the holding period, profits must be distributed in full, together, where applicable, with the part of the profits attributable to the years in which the Company was not taxed under the special tax scheme provided for in the before mentioned Act.
  • c) At least 80% of the remaining profits obtained.

The dividend must be paid within one month of the distribution agreement. When dividends are distributed with a charge to reserves originating from profits for a year in which the special tax rules were applied, the distribution must compulsorily be approved by means of the resolution referred to above. Additionally, the amendment to Law 11/2021 imposes a 15% tax on undistributed profits through dividends.

The Company is required to allocate 10% of its profits for the year to the legal reserve until the balance held in this reserve amounts to 20% of its share capital. The balance of this reserve is not available for distribution to the shareholders until it exceeds the 20% limit. The articles of association of these companies may not establish any restricted reserve other than the foregoing.

The following table shows a reconciliation between the result under Spanish Gaap and the result under IFRS:

Thousand euros
31/12/2022 31/12/2021
Result of the period - Spanish GAAP (4,771) (3,528)
Adjustments:
(I) Consolidation 2,342 1,055
(II) Revaluation of investment property 12,992 28,598
Result for period - IFRS 10,563 26,125

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

7. THE TEAM

Árima bases its activity on professional solvency, deep knowledge of the sector and the high level of connection of its management team with the market.

To continue building Árima's achievements, the management team works to distinguish the best investment operations. The team oversees all phases of the value creation chain from the identification of assets for investment to the management of assets and their potential repositioning or enhancement and addressing issues such as regulatory compliance and sustainability. In turn, the management team is under the umbrella of the Board of Directors, whose members oversee the Company's activities.

In Árima we always work with the focus on the interests of the Company and its relevant groups. The goal is to create value for shareholders, offer the best quality spaces for tenants and ensure the construction of a sustainable and technologically advanced environment.

These objectives go hand in hand with corporate values. Commitment, transparency and rigor govern day-to-day actions and ensure the best management of the Company, minimizing potential conflicts of interest and solving any unforeseen event.

For Árima, the key to the success of any project is people. To continue promoting best practices, and ensure the best welfare of our team and their professional development, the Company relies on its Employee Engagement Plan.

The evolution of the Company's average number of employees is shown below:

The average number of employees in the financial year 2022 and 2021, distributed by category, is as follows:

31 December 31 December
Categories 2022 2021
Management 8 8
Employees with degrees 4 4
Administrative personnel and others 2 2
14 14

The gender distribution as at 31 December 2022 is as follows:

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

31 December
2022
Categories Men Women Total
Management 6 2 8
Employees with degrees 2 2 4
Administrative personnel and others - 1 1
8 5 13

8. ALTERNATIVE PERFORMANCE MEASURES

On 5 October 2015, the European Securities and Markets Authority (ESMA) published a set of Guidelines (2015/1415) on Alternative Performance Measures (APM). Compliance with these guidelines is mandatory for all issuers whose securities are admitted for trading on a regulated market and who are required to publish regulatory information under Directive 2004/109/EC on transparency.

Árima's financial information contains figures and measures that have been prepared in accordance with the applicable accounting regulations, together with a further series of measures prepared in accordance with the reporting standards that the company has established and developed internally ("Medidas Alternativas de Rendimiento – MAR").

Alternative performance measures relating to the income statement

  • EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization): this is an indicator that measures the Company's operating margin before interest, taxes, depreciation, and amortization have been deducted. Given that this figure does not include financial and tax costs or the accounting costs that do not involve any cash outflows, it is used by the Management to assess results over the long term and allows these results to be compared with other companies in the real estate sector. See Note 2 of this management report.

Alternative performance measures relating to the balance sheet

  • Gross Asset Value (GAV): this is the value of the portfolio according to the latest external valuation carried out by an independent expert. This figure is used to determine the generation of value as a result of the management of the Group's asset portfolio. See point 2 of this Management Report and note 6 of these Annual Accounts.

  • Financial leveraging ratio: calculated as financial debt / (financial debt plus equity). This figure allows the Management to assess levels of borrowing at the Group, given that the Group's main capital management objectives are to ensure long and short-term financial stability, the positive performance of Árima Real Estate SOCIMI, S.A.'s share and the appropriate financing of investments. See Note 3.2 of the Consolidated Financial Statements at 31 December 2022.

At 31 December 2022, 100% of the financing obtained by the Company is classified as "green" by the financial institutions, given the sustainable characteristics of the properties financed.

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

9. USE OF DERIVATIVES

The coverage of cash flows through interest rate swaps (financial swap) allows to exchange debt at variable interest rate for fixed-rate debt, where future cash flows to be covered are future interest payments on contracted loans. Changes in the fair value of derivatives are reflected in "Hedging Reserve" in equity. (See Note 16 of these Financial Statements).

10. RISK MANAGEMENT

Árima is subject to a wide range of regulations and good practices in compliance and reporting. In response to these requirements, the Group has carried out an analysis and adaptation of the following Risk Management Systems:

  • Risk Management System, defined and developed through the Risk Management Policy and Manual, in order to establish the basic principles, key risk factors and the general framework of action for the control and management of all types of risks faced by the Company (Compliance, Environment, Sustainability, Strategic, Financial and Operational).
  • Criminal Compliance Policy, which defines the main guidelines of the Crime Prevention and Detection Model (CPDM), which are developed in the Management Manual issued for this purpose.
  • Management Manual of the Internal Control over Financial Reporting System (ICFRS) with the objective of establishing the basis for the maintenance, review, reporting and supervision of the ICFR, ensuring that risks due to errors, omissions or fraud in financial information are adequately controlled, either by prevention, detection, mitigation, compensation or correction, providing assurance that internal controls operate effectively and contribute to ensuring the reliability of the Company's financial information.

In order to:

  • Comply with applicable regulations.
  • Benefit from models adapted to Árima's specific characteristics.
  • Aid decision-making internally and with third parties through the reporting of these areas.

The Board of Directors considers risk management and internal control to be essential factors for the achievement of the Company's objectives. In order to implement these measures, the Company benefits from an Audit and Control Committee which, in turn, relies on the Risk Control and Management Function. Árima has therefore established a risk management model based on the Risk Management and Control Policy, which is detailed in greater detail in the Risk Management and Control Manual. This management model includes, in line with its commitment to integrate sustainability at all levels of the Company, an ESG risk analysis (Environmental, Social, Governance).

The Group's objective is to establish systematic and preventative procedures, aligned with renowned international risk management standards (COSO ERM 2017 - Business Risk Management Framework) and led by management, to forecast, prevent and detect risks.

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

Risk management and control is an ongoing process based on (i) the identification and assessment of potential Company risks based on strategic and business objectives, (ii) the determination of critical risk action plans and controls, (iii) monitoring the effectiveness of the controls and residual risk developments put in place, to report to the Company's governing bodies.

In addition, the Risk Management System operates in a comprehensive, continuous, and cross-cutting way, and serves the management of all priority risks, both internal and external.

Note 4 of the financial statements gives details of the Group's risk management activities.

11. PRINCIPAL RISKS AND UNCERTAINTY

The Group's activity is subject to various risks inherent to the sector, such as changes in tax regulations, the evolution of the real estate market, defaults, environmental risks, the search for potential acquisitions of new prime assets in the domestic market and the availability of financing and resources to undertake these acquisitions.

Therefore, the Group carries out its work with committed risk management, as described in the previous section, with the aim of acquiring real estate investments that are in line with its strategy and that provide maximum value to its shareholders in the medium and long term. Árima has investment resources that result from its cash flows associated with the ability to finance assets, which will enable it to continue with its investment strategy focused on real estate assets in Spain.

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

On the other hand, in February 2022, Russia launched its invasion of Ukraine, marking the beginning of a military conflict between the two countries on Ukrainian territory. The duration of the conflict and the actual consequences for the wider global economy are still uncertain. Following a preliminary assessment of the situation, the Group believes that the conflict will not have a direct or significant impact on the Group, and therefore no consequences are expected as a result of the conflict.

From a financial point of view, Árima has a solid balance sheet to overcome this challenging period, with a reduced leverage (32% LTV) and a cash position and equivalents of EUR 52 million at 31 December 2022, which translates into a positive working capital of EUR 66 million and a net debt amount (positive) of EUR 69 million at that date. In addition, more than 80% of the debt service facing the dominant Company will take place in 2026 and subsequent years, minimising the Group's liquidity risk. In addition, Árima has a high-quality tenant base, which has allowed rent collection periods to remain unchanged. In addition, the refurbishment projects continue without disrupting the Group's strategy.

12. DEFERRED PAYMENTS TO SUPPLIERS

Payments on business operations carried out during the financial year which are outstanding at the year end, with respect to the maximum terms allowed by Act 15/2010, amended by Act 31/2014, are as follows:

2022 2021
Days Days
Average payment period to suppliers 27 27
Ratio of transactions paid 25 26
Ratio de transactions pending payment 55 38
Amount (thousand euros)
Total payments made 24,217 27,535
Total payments pending 1,427 1,043

The calculation of the figures in the table above agrees with that established in the ICAC resolution of 4 February 2016. For the purposes of this Note, trade payables include sundry suppliers and creditors for debts with suppliers of goods and services included in the scope of the regulation with respect to the legal payment periods.

According to the new regulations required by Article 9 of Act 18/2022, of 28 September, in addition to the previous information, the following information is indicated:

Number (units) 2022
Invoices paid before the deadline for payment to suppliers 912
Percentaje of total supplier invoices 96.1%
Amount (thousand euros) 2022
Invoices paid before the deadline for payment to suppliers 24,175
Percentaje of total supplier invoices 99.8%

13. TECHNOLOGY, SUSTAINABILITY & HEALTH

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2022

Árima is positioned as a reference for the quality of its assets, creating sustainable, innovative, attractive and healthy spaces, inspiring creativity and talent retention.

The Group is committed to obtaining the certifications that guarantee the highest standards of sustainability and health safety in the portfolio. In this way, the team works to achieve the highest LEED, WELL and BREEAM ratings for its assets, reaching a percentage of offices with sustainable certifications four times higher than the market average.

In line with the Company's commitment to sustainability, Árima has undertaken an effort during the 2022 financial year to measure the carbon footprint of its refurbishments and to be able to quantify the Company's impact on the environment. We have calculated the carbon footprint savings of the Botanic and Cadenza projects, obtaining excellent results. Thanks to the reuse of structures and other facilities, these refurbishments have saved 7,585 tonnes of CO2 equivalent. This is equivalent to planting 15,000 trees or taking 2,500 new cars off the road for a year.

In addition, the improvements to the logistics warehouse in San Agustín de Guadalix have been completed, allowing savings in electricity consumption of more than 30%. This is a major step forward in the Group's decarbonisation strategy, whose objectives have been defined in a transversal manner to achieve maximum impact with an efficient approach to resources.

14. SUBSEQUENT EVENTS

From 31 December 2022 to the date of preparation of these Financial Statements there have been no material subsequent events requiring disclosure.

ANNEX: Annual Corporate Governance Report and Annual Report on the Remuneration of Directors.

Appendix I – Information relating to Group companies as at 31 December 2022.

Thousand Euros
2022
EQUITY
Other
Social nomination Country Capital Reserves expenditures Result Total
Árima Investigación,
Desarrollo e Innovación, S.L.U.
España 3 - (42) (89) (128)
Árima Investments, S.L. España 2,066 14 18,090 134 20,304
Thousand Euros
2021
EQUITY
Other
Social nomination Country Capital Reserves expenditures Result Total
Árima Investigación,
Desarrollo e Innovación, S.L.U.
España 3 - (9) (34) (40)
Árima Investments, S.L. España 2,066 17 18,090 62 20,235

ISSUER'S IDENTIFICATION DATA

Financial year end date 31/12/2022
Company Tax ID No. (CIF): A88130471
Company name:

ARIMA REAL ESTATE SOCIMI, S.A.

Registered office:

TOREE SERRANO. C/SERRANO, 47 - 4ª PL. 28001 MADRID

A. OWNERSHIP STRUCTURE

A.1. Complete the following table on the company's share capital and voting rights attributed, including, if applicable, those corresponding to loyalty voting shares, as of the closing date of the fiscal year:

Indicate whether the Company's bylaws contain a provision for double voting for loyalty:

  • [ ] Yes
  • [ √ ] No
Date of last Share capital (€) Number of Number of
modification shares voting rights
15/11/2019 284,293,760.00 28,429,376 28,429,376

Indicate whether there are different types of shares with different associated rights:

  • [ ] Yes [ √ ] No
  • A.2. List the direct and indirect holders of significant ownership interests at year-end, including board members with a significant ownership:
Personal or corporate % voting rights held through
% voting rights
financial instruments
allocated to shares
name of shareholder Direct Indirect Direct Indirect voting rights
IVANHOÉ
CAMBRIDGE, INC.
0.00 20.29 0.00 0.00 20.29
MR. VÍCTOR URRUTIA
VALLEJO
0.00 7.95 0.00 0.00 7.95
MR. LUIS ALFONSO
LÓPEZ HERRERA
ORIA
0.00 5.02 0.00 0.00 5.02
THAMES RIVER
CAPITAL LLC
0.00 5.01 0.00 0.00 5.01
TR PROPERTY
INVESTMENT TRUST PLC
0.00 5.01 0.00 0.00 5.01
MS. ANA PATRICIA
TORRENTE BLASCO
0.00 5.00 0.00 0.00 5.00
FIDELITY SELECT
PORTFOLIOS
3.55 0.00 0.00 0.00 3.55
FMR LLC 0.00 3.55 0.00 0.00 3.55

Breakdown of indirect holdings:

Personal or corporate
name of indirect holder
Personal or corporate
name of direct holder
% voting rights allocated
to shares
% voting rights held
through financial
instruments
% of total voting
rights
No data available

Please indicate the most significant movements in shareholding structure during the year:

Most significant movements

During the 2022 financial year, Ms. Ana Patricia Torrente Blasco and Mr. Víctor Urrutia Vallejo have joined as significant shareholders. In addition, Thames River Capital LLP has reduced its position and Pelham Capital Ltd. has ceased to be a shareholder of the Company.

A.3. List, regardless of the percentage, the shareholding at year-end of the members of the Board of Directors who hold voting rights attributed to shares of the Company or through financial instruments, excluding the Board Members identified in section A.2 above:

Personal or corporate
name of board
member
% voting rights
allocated to
shares
% voting rights
held through
financial
instruments
% of total voting
rights
% voting rights that
can be transmitted
through financial
instruments
Direct Indirect Direct Indirect Direct Indirect
MR. LUIS ALFONSO LÓPEZ
HERRERA-ORIA
0.00 5.02 0.00 0.00 5.02 0.00 0.00

% of total voting rights held by members of the board of directors 5.02

Breakdown of indirect holdings:

Personal or corporate
name of board
member
Personal or
corporate name
of direct holder
% voting rights
allocated to
shares
% voting rights
held through
financial
instruments
% of total voting
rights
% voting rights
that can be
transmitted
through financial
instruments
No data

Please indicate the total percentage of voting rights represented by the Board of Directors:

% of total voting rights represented by the board of directors 0.00
---------------------------------------------------------------- ------

A.4. Indicate, where applicable, any family, commercial, contractual or corporate relationships between owners of significant shareholdings, insofar as these are known by the company, unless they are insignificant or arise from ordinary trading or exchange activities, and excluding those reported in section A.6:

Related-party name or corporate name Type of relationship Brief description
No data available

A.5. Indicate, where applicable, any commercial, contractual or corporate relationships between owners of significant shareholdings, and the company and/or its group, unless they are insignificant or arise from ordinary trading or exchange activities:

Related-party name or corporate name Type of relationship Brief description
No data available

A.6. Describe the relationships (unless insignificant for both parties) that exist between significant shareholders or shareholders represented on the Board, and directors, or their representatives in the case of proprietary directors.

Explain, where applicable, how significant shareholders are represented. Specifically, name the directors who have been appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders or who are linked to significant shareholders and/or companies in their group, specifying the nature of such relationships or links. In particular, and where applicable, mention the existence, identity and position of directors of the listed company, or their representatives, who are in turn members of the board of directors or the representatives of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders:

Personal or corporate name
of linked board member
or representative
Name or corporate name of
linked significant shareholder
Name of the significant
shareholder's group
company
Description
relationship/position
MR. STANISLAS HENRY IVANHOÉ CAMBRIDGE, INC. IVANHOÉ CAMBRIDGE, INC. Proprietary Director

A.7. Indicate whether the company has been notified of any shareholders' agreements pursuant to articles 530 and 531 of the Spanish Capital Companies Act. Provide a brief description and list of the shareholders bound by the agreement, as applicable:

[
]
Yes
[ √ ] No

Indicate whether the company is aware of the existence of any concerted actions among its shareholders. If so, give a brief description:

[ ] Yes [ √ ] No

Expressly indicate any amendments to or termination of such agreements or concerted actions during the year, where applicable:

A.8. Indicate whether any individuals or legal entity currently exercises control or could exercise control over the company in accordance with article 5 of the Spanish Securities' Market Act. If so, give details:

[
]
Yes
[ √ ] No

A.9. Complete the following tables on the company's treasury stock:

At year-end:

Number of shares Number of shares held % of total share
held directly indirectly (*) capital
2.022.249 7.11

(*) Held through:

Personal or corporate name of direct shareholder Number of shares held directly
No data available

Please indicate the most significant movements in shareholding structure during the year:

Most significant movements

In relation to the communication of other relevant information dated 23 March 2020 (registration number 1194), relating to a programme for the buybackof own shares in order to comply with the obligations arising from the share incentive plan for executive directors, executives and employees of Árima (the "Buy-Back Programme"), successively extended and enlarged by communications of other relevant information dated 30 September 2020 (registration number 4760), 30 March 2021 (registration number 8291) and 15 November 2021 (registration number 12759), the Board of Directors of the Company, at its meeting held on 27 July 2022, resolved to terminate the said Buy-Back Programme. The Board of Directors of the Company, at the aforementioned meeting held on 27 July 2022, in use of the powers granted by the Company's general shareholders' meeting of 28 June 2022, under agenda item 12, has also resolved to implement a share buyback plan (the "Buy-back Plan"). This Buy-back Plan, which does not constitute a share buyback programme under the Market Access Regulation (MAR) and Delegated Regulation 2016/1052, and therefore does not benefit from the safe harbour applicable to such programmes.

A.10. Give details of the applicable conditions and time periods governing any resolutions by the general shareholders' meeting allowing the board of directors to issue, buy back and/or transfer treasury stock:

The Ordinary General Shareholders' Meeting held on 28 June 2022 agreed to authorise the acquisition of treasury stock by the Company over a period of 5 years, leaving the authorization dated 29 June 2021 without effect.

A.11. Estimated free float:

%
Estimated free float 53.18

A.12. Give details of any restriction (statutory, legislative or of any other kind) on the transfer of securities and/or any restriction on voting rights. In particular, state whether there is any type of restriction that may make it difficult to take over control of the company through the acquisition of its shares on the market, or any rules governing prior authorisation or notification that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.

[
]
Yes
[ √ ] No

A.13. Indicate whether the General Shareholders' Meeting has agreed to take neutralisation measures to prevent a public takeover bid under the terms of Act 6/2007.

[ ] Yes
[ √ ] No

If applicable, explain the measures adopted and the terms under which these restrictions may be lifted:

A.14. Indicate whether the company has issued securities that are not traded in a regulated European Union market.

[ ] Yes
[ √ ] No

If so, identify the various classes of shares and, for each class of shares, the rights and obligations they confer:

B. GENERAL SHAREHOLDERS' MEETING

  • B.1. Indicate and detail the differences, if any, between the required quorum for convening the General Shareholders' Meeting and the quorum required in the Spanish Capital Companies Act (LSC):
  • [ ] Yes [ √ ] No
  • B.2. Indicate and, where applicable, describe any differences between the company's system of adopting corporate resolutions and the framework established in the Spanish Capital Companies Act (LSC):
  • [ ] Yes
  • [ √ ] No
  • B.3. Indicate the rules governing amendments to the company's Bylaws. In particular, indicate the majorities required to amend the articles of association and, if applicable, the rules for protecting shareholders' rights when changing the articles of association.

The system for the adoption of resolutions refers to the LSC.

B.4. Indicate the attendance figures for the general shareholders' meetings held during the year to which this report relates and during the preceding two years:

Attendance Data
% remote voting
Date of General Meeting % attending in
person
% attending by
proxy
Electronic vote Others Total
28/05/2020 4.77 63.77 0.00 0.00 68.54
Of which, free float 0.93 34.95 0.00 0.00 35.88
29/06/2021 11.45 67.15 0.00 0.00 78.60
Of which, free float 7.61 32.99 0.00 0.00 4.60
28/06/2022 10.39 67.83 0.00 0.00 78.22
Of which, free float 6.55 32.80 0.00 0.00 39.35
  • B.5. State whether any point on the agenda of the general shareholders' meetings during the year has not been approved by the shareholders for any reason:
  • [ ] Yes [ √ ] No
  • B.6. State whether the articles of association impose any minimum requirement on the number of shares required to attend the general shareholders' meetings or to vote remotely:
  • [ ] Yes [ √ ] No
  • B.7. State whether it has been established that certain decisions (other than those established by law) that entail an acquisition, disposal, the contribution of essential assets to another company or other similar corporate transactions, must be subject to the approval of the general shareholders' meeting:
  • [ ] Yes [ √ ] No
  • B.8. Indicate the address of your company's website and the way in which corporate governance content may be accessed, along with any other information on general meetings which must be made available to shareholders on the Company website.

www.arimainmo.com

C. COMPANY MANAGEMENT STRUCTURE

C.1. Board of Directors

C.1.1 Maximum and minimum number of directors established in the articles of association and the number set by the general meeting:

Maximum number of Directors 7
Minimum number of Directors 5
Number of directors set by the general meeting 7

C.1.2 Complete the following table with board members' details:

Personal or
corporate name of
board member
Representative Category of
board member
Position on
the board
Date of first
appointment
Date of last
appointment
Election procedure
MR. STANISLAS
HENRY
Proprietary DIRECTOR 12/11/2019 12/11/2019 RESOLUTION OF
BOARD OF
DIRECTORS
MR. LUIS
ALFONSO
LÓPEZ
HERRERA
ORIA
Executive CHIEF EXECUTIVE
OFFICER
26/09/2018 29/06/2021 RESOLUTION OF
GENERAL
SHAREHOLDERS'
MEETING
MR.
FERNANDO
BAUTISTA
SAGÜÉS
Independent DIRECTOR 26/09/2018 29/06/2021 RESOLUTION OF
GENERAL
SHAREHOLDERS'
MEETING
MR. DAVID
JIMÉNEZ
BLANCO
CARRILLO DE
ALBORNOZ
Independent DIRECTOR 26/09/2018 29/06/2021 RESOLUTION OF
GENERAL
SHAREHOLDERS'
MEETING
MR. LUIS MARÍA
ARREDONDO MALO
Independent CHAIRMAN 26/09/2018 29/06/2021 RESOLUTION OF
GENERAL
SHAREHOLDERS'
MEETING
MRS. CHONY
MARTÍN-VICENTE
MAZARIEGOS
Executive DIRECTOR 28/05/2020 28/05/2020 RESOLUTION OF
GENERAL
SHAREHOLDERS'
MEETING
MR. CATO
HENNING
STONEX
Independent DIRECTOR 26/09/2018 29/06/2021 RESOLUTION OF
GENERAL
SHAREHOLDERS'
MEETING

Total number of board members 7

State if any directors have left the board of directors during the period forming the subject of this report, whether through resignation, dismissal or for any other reason:

Personal or
corporate name
of board
member
Category of director
at the time of leaving
Date of last
appointment
Leaving date Specialist
committees of
which he/she
was a member
Indicate whether
the director left
before the end of
their term
No data available

C.1.3 Complete the following tables on the members of the board and their specific category:

EXECUTIVE DIRECTORS
Personal or corporate
name of board
member
Position in
company's
organisational
structure
Profile
MR. LUIS ALFONSO
LÓPEZ HERRERA
ORIA
CHIEF
EXECUTIVE
OFFICER
Mr. Luis Alfonso López de Herrera-Oria has been the CEO of the Company since
its inception. He has more than 30 years of experience in the real estate sector.
He was CEO of Axiare from 2014 to 2018 and Executive Director of Prima from
1986 to 2002. During this period, Prima was listed on the Madrid Stock
Exchange (1988) and, in 1990, became the largest real estate company in
Spain. In 2002, he founded Rodex Asset Management with a small team of
former Prima members. In 2007, the core business of Rodex was transferred to
Alza Real Estate, SA, where he served as CEO and independent Director. Luis
Alfonso López de Herrera-Oria has also been an independent advisor to funds
such as Falcon II Real Estate, founded by Morgan Stanley and CBRE, and a
former advisor to iAdvise Partners, EAFI, SL. He holds a degree in Economics
and is a member of the Royal Institution of Chartered Surveyors (FRICS).
MS. CHONY
MARTÍN-VICENTE
MAZARIEGOS
EXECUTIVE
DIRECTOR
Ms. Chony Martín Vicente-Mazariegos has been the CFO of the Company since
its inception and is a member of the Board of Directors. She has more than 25
years of experience in Financial Management, Corporate Development and in
the areas of Regulatory Compliance and ESG. She is currently an Independent
Director at OPDEnergy - an independent renewable energy producer - where
she is Chair of the Nomination and Remuneration Committee and a member of
the Audit and Control Committee. Previously, she was CFO of Axiare from 2014
to 2018, as well as Director of Investor Relations until 2016. From 1998 to
2002, she worked at Prima as part of Luis Alfonso López de Herrera-Oria's team.
Subsequently, she joined Redevco as CFO with responsibility for Spain, Portugal
and Italy within a €7.5 billion portfolio. She holds a degree in Business
Administration and Economics from the Complutense University in Madrid and
has also participated in various leadership and management programmes at
IESE, ESADE and IMD, with a special focus on Boards of Directors and ESG. She
is currently a lecturer at the Instituto de Empresa (IE) and a member of the
Royal Institution of Chartered Surveyors (MRICS).
Total number of Executive Directors 2
% of the Board 28.57
EXTERNAL PROPRIETARY DIRECTORS
Personal or corporate
name of board
member
Individual or corporate
name of the significant
shareholder that he/she
represents or that
proposed his/her
appointment
Profile
MR. STANISLAS
HENRY
IVANHOÉ CAMBRIDGE,
INC.
Mr. Stanislas Henry is an independent non-executive director of the Company.
He is a French citizen and resident and holds an MBA from INSEAD (1996). He
is currently Vice President of Ivanhoé Cambridge Europe, where he heads all
Operations and Strategic Alliances in Europe. He started his career in Corporate
Finance at Paribas Group from 1988 to 1995, holding positions in branches of
this group in Paris (Project and media financing), London (LBO financing) and
New York (European Corporate Desk). He then spent five years at GE Capital
and GE Real Estate in London and Paris in business development functions,
contributing to GE's increased presence in European real estate markets (in
France, UK, Spain and Italy). After a year in the M&A and Treasury functions of
Allianz France (ex AGF), he joined Credit Agricole Group where he led M&A
activities in the real estate sectors from 2002 to 2008 within CA CIB. He
eventually joined Amundi Real Estate, the Asset Management arm of Credit
Agricole Group, where he created the institutional real estate funds department,
developing this activity to reach €12Bn of AUM real estate assets across Europe.
He joined Ivanhoé Cambridge in May 2019.
Total number of proprietary directors 1
% of the Board 14.29
INDEPENDENT EXTERNAL DIRECTORS
Personal or corporate
name of board
member
Profile
MR. FERNANDO
BAUTISTA SAGÜÉS
Mr.Fernando Bautista Sagüés is an independent non-executive Director of the Company. He holds a
degree in Law from the University of Deusto and a degree in Economics and Business Administration
from the Catholic Institute of Business Management (ICADE), has been a member of the Madrid Bar
Association since 1981, is a registered commercial mediator with the Ministry of Justice and an ESG
advisor certified by the European Financial Planners Association (EPFA). Mr. Fernando Bautista Sagüés
became a partner of the law firm J&A Garrigues in 1989 and, after its merger with Arthur Andersen,
became a partner of Arthur Andersen Worldwide in 1996. Two years later, in 1998, he became a partner
at Freshfields. Between 2014 and 2018 he was an independent non-executive director of Axiare
Patrimonio and between 2014 and 2022 he was secretary of the Sustainable Development Committee of
Iberdrola, S.A. He is currently an independent director of Abante Asesores, S.A. and advises as an
independent lawyer on corporate and financial law and ESG matters.
INDEPENDENT EXTERNAL DIRECTORS
Personal or corporate
name of board
member
Profile
MR. DAVID
JIMENEZ-BLANCO
CARRILLO DE
ALBORNOZ
Mr. David Jiménez-Blanco Carrillo de Albornoz is an independent non-executive director of the Company.
He holds a degree in Economics and Business Administration from CUNEF. Mr. Jiménez-Blanco worked at
Goldman Sachs International from 1995 to 2006, where he was responsible for the European Industrial
Clients Group and the investment banking teams in Spain and Portugal. Between 2006 and 2009, Mr.
Jiménez-Blanco was Chairman of Merrill Lynch Capital Markets España, S.A, Sociedad de Valores, Head of
Investment Banking and Global Markets of the same firm in Spain and Portugal, and member of the EMEA
Investment Banking Operating Committee. Between 2010 and 2013, he was a partner at BK Partners, a
firm dedicated to direct investment in Mexico; between 2013 and 2016 he was CFO of World Duty Free
SpA, a Milan listed company, and between 2016 and 2020 he was Head of Restructuring at Abengoa.
Between 2011 and 2012 he was a Director of Atento (a subsidiary of the Telefonica group) and between
2014 and 2018 he was an independent Director of Axiare Patrimonio. Currently and since 2020, he is
Chairman of the Sociedad Rectora de la Bolsa de Madrid, Vice-Chairman of Bolsas y Mercados Españoles
and independent Director of SIX Group. He is also Chairman of Gawa Capital, an impact investment fund
manager, and a member of the Advisory Board of CUNEF Universidad.
MR. LUIS MARÍA
ARREDONDO
MALO
Mr. Luis Maria Arredondo Malo is a Civil Engineer and holds the Professional Merit Medal of the I.C.C.P.
College. He has also completed a Senior Programme in Business Administration (P.A.D.E) at the IESE
Business School (University of Navarra). Between 1969 and 1975 he worked in the Spanish Ministry of
Public Works as a project engineer. Between 1975 and 1978 he was General Manager of the construction
company S.A.C.R.A., part of the Belgian C.F.E. Group. In 1980 and until 1988 he was General Manager of
Corporación Inmobiliaria Hispamer (CIH) and General Manager of Sociedad de Edificaciones de Madrid y
Provincia, S.A. (EMPSA). In 1988 and until 1994 he was Chief Executive Officer (CEO) of Inmobiliaria
Zabálburu, S.A., a company listed on the Spanish stock market. During this period, the real estate
company grew rapidly and steadily. Between 1994 and 2006, he was CEO of Inmobiliaria Urbis, a position
he held simultaneously with that of Chairman during 2006, a company which, in that period, reached a
market value of 3,400 million euros. Between 2006 and 2013, he was Chairman and CEO of Santander
Global Property, Banco Santander's asset management company, with major international projects in cities
such as Madrid, Sao Paulo, Mexico City, Monterrey, Miami and Berlin. Between 2014 and 2018, he was
Chairman of the Board of Directors of Axiare Patrimonio, one of the largest SOCIMI's listed on the Spanish
stock market, and acquired by Inmobiliaria Colonial.
MR. CATO HENNING
STONEX
Mr. Cato Henning Stonex is an independent non-executive director of the Company. He holds a BSC (Econ)
from the London School of Economics and Political Science. From 2006 to 2016 he was a Governor and in
2016 he was appointed Governor Emeritus. Mr Cato Henning Stonex is a director of LSE Ideas (think tank)
and is a member of the Investment Committee. Mr Cato Henning Stonex joined Morgan Grenfell & Co in
1986, where he became a trader of European government bonds. In 1989, he joined J.Rothschild
Administration as a fund manager. In 1996 he was a founding partner of Taube Hodson Stonex. In 2016,
Taube Hodson Stonex merged with Global Asset Management. Cato Henning Stonex is currently a director
of WMC Capital Ltd and Stonex Capital Partners Ltd, focusing on international small and mid-cap
investments. He was an independent non-executive director of Axiare Patrimonio from 2017 to 2018.
Total number of independent directors 4
% of the Board 57.14

List any Independent Directors who receive any amount or payment from the company or its corporate group other than standard director remuneration, or who maintain or have maintained during the last financial year a business relationship with the company or any group company, either in their own name or as a significant shareholder, director or senior officer of an entity, which maintains or has maintained such a relationship.

Where applicable, include a reasoned statement from the Board detailing why it believes that the said director will be able to perform his/her duties as an independent director.

Personal or corporate
name of board member
Description of the relationship Reasoned statement
No data available
OTHER EXTERNAL DIRECTORS
Give details of any other external directors and list the reasons why they cannot be considered proprietary or independent
directors. Give details of their relationships with the company, its executives or shareholders:
Personal or corporate
name of board member
Company, manager or shareholder
Reasons
Profile
to whom he/she is linked
No data available
Total number of other external directors N.A.
% of the Board N.A.

List any changes in the category of each director that have occurred during the period reported:

Personal or corporate name
of board member
Date of change Previous category Current category
No data available

C.1.4 Complete the following table with information on the number of female board members at the close of the last 4 financial years and their category:

Number of female board members % of the total number of directors of each type
FY 2022 FY 2021 FY 2020 FY 2019 FY 2022 FY 2021 FY 2020 FY 2019
Executive 1 1 1 1 50.00 50.00 50.00 0.00
Proprietary 0.00 0.00 0.00 0.00
Independent 0.00 0.00 0.00 0.00
Others 0.00 0.00 0.00 0.00
Total 1 1 1 1 14.29 14.29 14.29 0.00

C.1.5 State whether the company has diversity policies that apply to its board of directors on such questions as age, gender, disability and professional training and experience. Small and medium-sized enterprises, as these are defined in the Accounts Audit Act, must at least report the policy they have implemented in relation to gender diversity.

  • [ ] No
  • [ ] Partial policies

Should this be the case, describe these diversity policies, their objectives, the measures and way in which they have been applied and their results over the year. Also describe the specific measures adopted by the board of directors and the appointments and remuneration committee to achieve a balanced and diverse group of directors.

In the event that the company does not apply a diversity policy, explain the reasons why.

Description of policies, objectives, measures and how they have been implemented, including results achieved.

The Board of Directors has approved a director selection policy which ensures that the procedures used to select directors favour diversity in respect of gender, experience and knowledge and that they are free from any implicit bias that might involve some form of discrimination. It also ensures that candidates for the position of non-executive director have sufficient time available to properly perform their duties.

C.1.6 Explain the measures agreed by the appointments committee, where applicable, to ensure that selection processes are not subject to any implicit bias that would make it difficult to select female directors, and to ensure that the company makes a conscious effort to search for and include female candidates who have the required professional profile, thus allowing for a balanced presence between men and women.

Explanation of measures

The Company has a Director Selection Policy, approved by the Board of Directors and in force, through which it ensures that director selection procedures favour diversity of gender, experience, and knowledge, and do not suffer from implicit biases that could imply any discrimination. Thus, in keeping with this commitment, the General Shareholders' Meeting for financial year 2020 approved, at the proposal of the Appointments and Remuneration Committee, the appointment of a female director, setting the number of directors at seven.

When, in spite of the measures taken (where applicable), there are few or no female directors, please give the reasons why this is the case:

Explanation of reasons

As indicated in the previous section, it is the Company's objective to continue to ensure gender diversity, evaluating all applications on a case-by-case basis.

C.1.7 Explain the conclusions of the appointments committee regarding verification of compliance verification of compliance with the policy aimed at favouring an appropriate composition of the board of directors.

The Company has established a Director Selection Policy based on an analysis of the Company's needs. Candidates for Directors shall be persons of recognised prestige, solvency, competence, qualifications, training, availability and commitment to the function. Furthermore, they must be professionals of integrity whose conduct and professional career are in line with the mission, vision and values of the Company. Likewise, it is the Company's will to achieve the diversity policies and fulfil the objectives set with regard to the participation of women on boards of directors. In this regard, the General Meeting of Shareholders of the financial year 2020 approved, at the proposal of the Appointments Committee, the appointment of a female director, setting the number of directors at seven.

C.1.8 Explain, where applicable, the reasons why proprietary directors have been appointed at the request of shareholders who hold less than 3% of the share capital:

Personal or corporate name
of shareholder
Reasons
No data available

Provide details of any rejections of formal requestsfor board representation from shareholders whose shareholding interest is equal to or greater than that of other shareholders who have successfully requested the appointment of proprietary directors. Where applicable, explain the reasons why they were rejected.

[ ] Yes

[ √ ] No

C.1.9 Where applicable, give details of the powers and duties delegated by the board of directors to directors or board committees, including those related to the possibility of issuing or repurchasing shares:

Personal or corporate name of
board member or committee
Brief description
MR. LUIS ALFONSO LÓPEZ Each and every one of the powers accorded to the Board of Directors which may be
HERRERA-ORIA subject to delegation under Law, Bylaws and the Board of Directors' Regulations

C.1.10 List the directors, if any, who hold office as directors, directors' representatives or executives in other companies belonging to the listed company's group:

Personal or corporate name
of board member
Name of the group
company
Position Does he/she have executive
powers?
MR. LUIS ALFONSO LÓPEZ
HERRERA-ORIA
Árima Investigación,
Desarrollo e Innovación,
S.L.U.
Representative of the Sole
Director
YES
MR. LUIS ALFONSO LÓPEZ
HERRERA-ORIA
Árima Investments, S.L. Representative of the Sole
Director
YES

C.1.11 Where applicable, list any directors or directors' representatives that are legal entities and are members of the board of directors or the representatives of members of the board of directors of other companies listed on official securities markets other than group companies, and have communicated that status to the Company:

Personal or corporate name of board member Name of the listed company Position
MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA Rodex Asset Management, S.L. SOLE DIRECTOR
MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA Agrodesarrollos Integrados, S.L. SOLE DIRECTOR
MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA Inmodesarrollos Integrados, S.L. SOLE DIRECTOR
MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA Puerto Feliz, S.A. SOLE DIRECTOR
MR. LUIS ALFONSO LÓPEZ HERRERA-ORIA Heracles Proyectos y Promociones Inmobiliarias, S.A. SOLE DIRECTOR
MS. CHONY MARTÍN VICENTE-MAZARIEGOS OPDENERGY S.A. DIRECTOR
MR. LUIS MARÍA ARREDONDO MALO Nieve de Andalucía. S.L. PRESIDENT
MR. LUIS MARÍA ARREDONDO MALO Castellar Ingenieros S.L.U. DIRECTOR
MR. LUIS MARÍA ARREDONDO MALO Aljaral S.A.U. PRESIDENT
MR. LUIS MARÍA ARREDONDO MALO Rústica Consolación S.L. PRESIDENT
DIRECTOR
DIRECTOR
Sociedad Rectora De La Bolsa De Valores De Madrid S.A. PRESIDENT
PRESIDENT
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
MANAGER
DIRECTOR
DIRECTOR
DIRECTOR

Indicate, if applicable, any other remunerated activities of the directors or representatives of the directors, whatever their nature, other than those indicated in the table above.

Personal or corporate name of board member Other remunerated activities
No data available

C.1.12 State and, where applicable, explain whether the company has established rules on the maximum number of company boards on which its directors may hold seats, identifying, where appropriate, where this is regulated:

[ √ ] Yes
[
]
No

Explanation of the rules and identification of the document where this is regulated.

In accordance with Article 21, section 2.a of the Board of Directors Regulations, under no circumstances may a director be a member of more than 5 Boards of Directors.

C.1.13 Give details of the following amounts paid in relation to the overall remuneration received by the board of directors:

Amount of remuneration accrued by the board (thousands of euros) 2,069
Value of rights accumulated by current board members in respect
of pensions with vested economic rights (thousands of euros)
Value of rights accumulated by current board members in respect of
pensions with non-consolidated economic rights (thousands of euros)
Value of rights accumulated by former board members in respect
of pensions (thousands of euros)

C.1.14 List any members of senior management who are not executive directors and indicate the total remuneration paid to them during the financial year:

Name or corporate name Position/s
No data available

C.1.15 Indicate whether any changes have been made to the board regulations during the year:

  • [ √ ] Yes
  • [ ] No

Description of changes

On 19 May 2022, the Board of Directors, following a proposal by the Audit and Control Committee, which was accompanied by the corresponding explanatory report, unanimously approved the amendment of articles 5.3. o) and s), 10, 11, 12, 15, 17, 22 and 25. 8 of the Board of Directors' Regulations in order to adapt their content to the new features introduced by Law 5/2021 of 12 April, amending the revised text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, and other financial regulations, with regard to the promotion of long-term shareholder involvement in listed companies (the "Law 5/2021 of 12 April"). This amendment was approved by the General Meeting of Shareholders held on 28 June 2022.

C.1.16 Give details of the procedures for selecting, appointing, re-electing and removing Directors. List the competent bodies and the processes and criteria used for each procedure.

The selection policy for candidates for the position of director establishes that candidates for the Company's Board of Directors will be selected on the basis of the following principles:

  1. The aim will be to ensure that the Board of Directors comprises a balanced membership with the majority being Non-Executive Directors and with a reasonable ratio of Proprietary and Independent Directors.

  2. The Board of Directors shall ensure that the procedures for the selection of Directors favour diversity of gender, experience and knowledge and are free from any implicit bias that might lead to discrimination. It will also ensure that candidates for Non-Executive Directors have sufficient time available to properly perform their duties.

  3. Additionally, the process of selecting candidates for the position of Director will begin with a preliminary analysis of the needs of the Company and its Group. This analysis will be carried out by the Company's Board of Directors, with advice and a mandatory prior supporting report from the Appointments and Remuneration Committee.

  4. The supporting report from the Appointments and Remuneration Committee shall be published when convening the General Shareholders' Meeting to which the ratification, appointment or re-election of each Director is to be submitted.

  5. The Appointments and Remuneration Committee will annually verify compliance with the Board Member Selection Policy and will detail its findings in the Annual Corporate Governance Report.

C.1.17 Explain the extent to which the annual appraisal of the Board has given rise to significant changes in its internal organisation and the procedures applicable to its activities:

Description of changes

No data available

Describe the appraisal process and the areas assessed by the Board of Directors with the help, where required, of external advisors, regarding the function and composition of the board and its committees and any other area or aspect that has been subject to appraisal.

Description of the appraisal process and areas assessed

The Board of Directors shall conduct an annual self-assessment of its operation and of its Commissions and Committees, in particular the diversity in the composition and competence of the Board of Directors, as well as the performance of the Chairman of the Board of Directors, the Chief Executive Officer of the Company and of the different Directors, paying special attention to the heads of the different Board Commissions and Committees, and it shall take the appropriate measures for their improvement.

The result of this assessment shall be recorded in the minutes of the meeting or attached to this report as an appendix.

The assessment of the various Board Commissions and Committees should start from the reports they send the Board of Directors, while that of the Board itself should start from the report drafted by the Appointments and Remunerations Committee.

Every three years, the Board of Directors shall be assisted in carrying out the assessment by an External Consultant, whose independence shall be verified by the Appointments and Remuneration Committee.

Any business relationships that the consultant (or any company from its group) maintains with the Company (or any company within the Group) must be listed in the Annual Corporate Governance Report. The process and the areas assessed will be described in the aforementioned Annual Corporate Governance Report.

C.1.18 For financial years in which the assessment has been assisted by an external advisor, give details of the business relationships that the external advisor or any company in its group maintains with the company or any company in its group.

The evaluation of the Board by an external expert was completed in 2022. The consultant who assisted the Company in the evaluation of the Board of Directors provides general legal advisory services to the Company and its group on commercial, corporate, tax, labour, real estate, industrial and intellectual property and any other matters related to the operation of a listed real estate company. The total fees obtained by this consultant and its group companies as a result of the services rendered during the financial year 2022 amount to 117 thousand euros, representing 1.5% of the Company's total turnover during said financial year, corresponding to services rendered by external suppliers, and representing a value of less than 0.02% of the consultant's total turnover in Spain.

C.1.19 Indicate the cases in which Directors are obliged to resign.

Article 12 of the Board of Directors' Regulations regulates the dismissal and removal of Directors: 1. Directors must relinquish their post and formalise their resignation whenever any of the grounds set out in law for incompatibility or disqualification from holding the position of director become apparent, and also in the following cases:

a) In the case of proprietary directors, when the shareholder at whose request they were appointed transfers the entire holding that it had in the Company or reduces it to such a level that this requires a reduction in the number of its proprietary directors.

b) When the Board itself requests this by a majority of at least two thirds (2/3) of its members, due to the director having infringed his/her obligations, following a proposal or report from the Appointment and Remuneration Committee, or when his/her remaining on the Board could endanger the Company's credit and reputation.

  1. In the event that a private individual representing a legal entity that holds a position of the board becomes affected by any of the grounds set out in law for incompatibility or disqualification from office, the legal entity that holds the position on the board must immediately replace that person. 3. The Board of Directors may not propose the removal of any independent director prior to the end of the statutory period for which he/she was appointed, unless there are fair grounds as assessed by the Board following a report from the Appointments and Remuneration Committee. In particular, it shall be understood that just cause exists when the director has failed to comply with the duties inherent in his/her post, has failed to comply with any applicable

recommendation on the subject of corporate governance or has become bound by any of the circumstances preventing his/her appointment as an independent director. Notwithstanding the foregoing, the Board may also propose the removal of independent directors resulting from takeover bids, mergers or other similar corporate operations that imply a change in the Company's capital structure, when such changes in the structure of the Board are supported by the criterion for proportionality set out in article 9, section 3, above.

  1. When a director leaves his/her post before the end of his/her term, whether through resignation or due to any other cause, he/she shall explain their reasons in a letter sent to all members of the Board, notwithstanding the resignation being notified as a significant event and the reason for the resignation being noted in the Annual Corporate Governance Report. In particular, in the event that the resignation of the Director is due to the Board having adopted significant or

repeated resolutions regarding which the director has set down on record his/her reservations and as a consequence of this has decided to resign, this circumstance shall be expressly stated in his/her resignation letter. This provision also applies to the secretary of the Board, even if he/she is not a director. 5. Notwithstanding the above, the removal of directors may be approved by the General Shareholders' Meeting at any moment, even when not provided for in the meeting's agenda.

  • C.1.20 Are enhanced majorities required for any type of decision, other than those that are stipulated in law?
  • [ √ ] Yes
  • [ ] No

Where applicable, describe the differences.

Description of differences

article 31.6 itself. Article 31 of the Regulations of the Board of Directors establishes in section 6 that the favourable vote of a qualified majority of directors will be necessary for (i)
the approval of the report necessary for the General Meeting to approve the establishment of the compensation system for directors and management of the
Company, consisting of the delivery of shares or rights over them, for (ii) the modifications with respect to the Company's business and for (iii) the modification of
Likewise, article 4.3. of the Board Regulations establishes a 2/3 majority of the Board to be able to modify the Regulation itself, and 12.1. b) of the Board
Regulations establishes a 2/3 majority of the Board in order to request termination or resignation of the Directors.
C.1.21 Indicate whether there are any specific requirements, other than those that apply to directors, to be appointed chairman
of the board of directors:
[
]
Yes
[ √ ] No
C.1.22 Indicate whether the articles of association or the board regulations set any age limit for directors:
[
]
Yes
[ √ ] No
C.1.23 State whether the articles of association or the board regulations establish any term limits or other stricter requirements
for independent directors in addition to those that are required by law:
[
]
Yes
[ √ ] No

C.1.24 Indicate whether the articles of association or the board regulations stipulate specific rules for delegating voting rights on the board of directors, how this is done and, in particular, the maximum number of times that voting rights may be delegated to a board member, as well as whether there is any limitation on the categories of director to whom proxies can be delegated, beyond the restrictions imposed by law. Where applicable, detail these briefly.

Article 31.2 of the Board of Directors' Regulations states that directors must attend board meetings in person, notwithstanding the contents of paragraph 8 of Article 30. However, directors may be represented by another director in accordance with the legislation in force from time to time. The power of representation shall be granted especially for the board meeting in question, and it may be notified using any of the means provided for in paragraph 5 of Article 30 of the Regulations.

C.1.25 Indicate the number of board meetings held during the year. Indicate how many times the board has met without the chairman in attendance. Attendance will also include proxies appointed with specific instructions.

Number of board meetings 7
Number of board meetings held
without the chairman's attendance
0

State the number of meetings held by the coordinating director with the other directors when no executive director was present either in person or by proxy:

Number of meetings 0
-------------------- ---

Indicate the number of meetings held of the various board committees during the year:

Number of meetings of the
AUDIT COMMITTEE
6
Number of meetings of the
APPOINTMENTS AND
REMUNERATION COMMITTEE
5

C.1.26 State the number of meetings held by the board of directors during the year and details of the number of members in attendance:

Number of meetings held with at least 80% of board members present in person 5
% of personal attendance over total votes during the year 71.43
Number of meetings at which all board members were present in person or represented by proxy
with specific instructions
2
% of votes issued at meetings in person or by proxy with specific instructions over total votes during the
year
28.57
  • C.1.27 State whether the consolidated and individual financial statements submitted for authorisation by the board are previously certified:
  • [ ] Yes

[ √ ]

No

Identify, where applicable, the person(s) who certified the company's individual and consolidated annual accounts prior to their authorisation for issue by the board:

C.1.28 Explain the mechanisms, if any, put in place by the board of directors to ensure that the individual and consolidated financial statements prepared by the board are not presented at the general shareholders' meeting with a qualified audit report.

The Company, continuing with the development of a rigorous internal control system, prepared an Internal Control over Financial Reporting System (ICFRS) Management Manual, approved by the Board of Directors of the Company in financial year 2021. The purpose of the ICFR Manual is to establish the basis for the maintenance, review, reporting and supervision of Árima's ICFRS, ensuring that the risks of errors, omissions or fraud in financial information are adequately controlled, whether by prevention, detection, mitigation, compensation or correction, providing reasonable assurance that the risks of errors, omissions or fraud in financial information are adequately controlled, either by prevention, detection, mitigation, compensation or correction, providing reasonable assurance that the risks of errors, omissions or fraud are adequately controlled.

providing reasonable assurance that internal controls are operating effectively and contribute to ensuring the reliability of the Company's financial information. The Company's ICFRS was verified by the external auditor with a satisfactory result.

In addition, the annual accounts are subject to an audit process. In this respect, article 40 of the Board of Directors' Regulations regulates relations with the external auditors in the following terms:

  1. The relations of the Board of Directors with the external auditors of the Company shall be channelled through the Audit and Compliance Committee.

  2. The Board of Directors shall refrain from engaging audit firms whose fees that the company and the companies in its group expect to pay, for all concepts, are greater than five (5%) per cent of the revenues of the audit firm in Spain during the immediately preceding year.

  3. The Board of Directors shall endeavour to definitively formulate the accounts in such a way that there are no qualifications or reservations in the audit report, and in the exceptional cases in which they do exist, both the chairman of the Audit and Compliance Committee and the auditors shall clearly explain to the shareholders the content and scope of such reservations or qualifications. In accordance with the foregoing, the Audit Committee supervises both the conclusions and financial statements obtained by the financial department once the financial closing process has been executed, as well as the conclusions obtained by the external auditor following its audit process, both verifying the application of the accounting regulations in force at any given time. This supervisory work is carried out prior to the Board of Directors' meeting at which the annual accounts are drawn up, so that the level of assurance over the financial statements issued is total.

C.1.29 Isthe board secretary also a member of the board?

  • [ ] Yes
  • [ √ ] No

If the Secretary does not have the status of director, please complete the following table:

Personal or corporate name
of board secretary
Representative
MR. IVÁN AZINOVIC GAMO

C.1.30 Give details of the specific measures established by the company to ensure the independence of its external auditors and, where applicable the mechanisms implemented to maintain the independence of financial analysts, investment banks, and rating agencies, including how the provisions set out in law have been implemented in practice.

(i) to bring before the Board of Directors proposals for the selection, appointment, re-election and replacement of the external auditor (which must be international firms of acknowledged standing), along with the terms of their engagement;

Section five of Article 35 of the Board of Directors' Regulations establishes the following duties for the Audit and Control Committee in relation to the external auditor:

(ii) to receive information from the external auditor on a regular basis regarding the audit plan and the results of its execution, and to check that the management takes its recommendations into account;

(iii) to ensure the independence of the external auditor and, to that end, ensure that the Company informs the CNMV (Spanish Securities Market Commission) of the change of auditor as a significant event, enclosing a declaration on the possible existence of disagreements with the outgoing auditor and their content, where applicable; and in the event that the external auditor resigns, to examine the circumstances that caused its resignation. The Audit and Control Committee must establish the appropriate relations with the account's auditors or auditing companies in order to receive information on those questions that could endanger their independence, so that these can be examined by the Audit and Control Committee, along with any other questions relating to the process of conducting the accounts audits and any other communications provided for in the legislation on accounts audits and auditing standards. In all cases, they must receive written confirmation each year from the account's auditors or the auditing companies regarding their independence from the company and any companies directly or indirectly related to it, along with information on additional services of any kind that have been provided to these companies by the said auditors or companies or parties related to them, in accordance with the provisions of Spanish Accounts Auditing Act 22 of 20 July 2015;

  • (iv) to aid the Company's auditor so that it can accept responsibility for the audits of the companies belonging to the group, where applicable;
  • (v) in the event of the external auditor's resignation, to examine the circumstances that have caused it; (vi) to ensure that the payment of the external auditor does not compromise its quality or independence;
  • (vii) to ensure that the external auditor has a yearly meeting with the Board of Directors in full session to inform it of the work undertaken and

developments in the Company's risk and accounting positions;

(viii) to ensure that the Company and its external auditor respect the regulations in force on the provision of services other than auditing, the limits on the concentration of the auditor's business and, in general, all other regulations governing the independence of auditors.

In addition, prior to the issue of the accounts audit report, the Audit and Control Committee must produce an annual report in which it gives an opinion on the independence of the account's auditors or auditing companies. This report must, in all cases, include a statement regarding the provision of the additional services referred to in section b), point (iii), above.

  • C.1.31 State whether the Company has changed its external auditor during the year. If so, identify the incoming and outgoing auditors:
  • [ ] Yes
  • [ √ ] No

If there have been disagreements with the outgoing auditor, explain the reasons:

  • [ ] Yes
  • [ √ ] No
  • C.1.32 Indicate whether the auditing firm performs non-audit work for the company and/or its group. If so, state the amount of fees paid for such work and the percentage they represent of all fees invoiced to the company and/or its group:
  • [ √ ] Yes
  • [ ] No
Company Group
companies
Total
Fees for non-audit work (thousands of
euros)
10 0 10
Amount invoiced for non
auditing work / Amount for
auditing work (as a %)
9.62 0.00 9.62
  • C.1.33 Indicate whether the audit report on the previous year's annual accounts is qualified or includes reservations. If so, please explain the reasons given by the chairman of the audit committee to shareholders at the General Shareholders' Meeting to explain the content and extent of these qualified opinions or reservations.
  • [ ] Yes
  • [ √ ] No

C.1.34 Indicate the number of consecutive years during which the current audit firm has been auditing the company's individual and/or consolidated annual financial statements. Likewise, indicate for how many yearsthe current firm has been auditing the financial statements as a percentage of the total number of years over which the annual accounts have been audited:

Individual Consolidated
Number of consecutive years 5 5
Individual Consolidated
Number of years audited by the current audit firm / number of years the
company or its group have been audited (as a %)
100.00 100.00

C.1.35 Indicate whether there are procedures for directors to receive the information they need in sufficient time to prepare for meetings of the governing bodies and, where applicable, give details:

[ √ ] Yes
[ ] No

Details of the procedure

Section 5 of Article 30 of the Board of Directors' Regulations establishes the following:

Meetings of the Board of Directors will be notified by letter, fax, telegram, email or any other means that provides proof of receipt, and notification will be authorised with the signature of the chairman, or with the signature of the secretary or deputy secretary, by order of the chairman. Such notifications shall be sent sufficiently in advance so that they are received by board members no later than the third day before the date set for the meeting, except in the case of urgent meetings, which may even be convened and held immediately. This shall exclude those cases in which the Regulations require a specific period of advance notice. Notifications shall always include the place, date and time at which the meeting is to be held and, unless duly justified, the meeting's agenda, and they shall be accompanied by any information deemed necessary in order to debate and adopt resolutions on the items to be discussed, unless the Board of Directors has been constituted or exceptionally convened for reasons of urgency.

In this regard, the company's usual practice is to make all information available to board members a week before the meeting is to be held.

  • C.1.36 Indicate and, where applicable, give details of whether the company has established regulations obliging directors to inform the board of any circumstances that might harm the organisation's name or reputation, resigning as the case may be:
  • [ √ ] Yes
  • [ ] No

Details of the regulations

Article 21 of the Board of Directors' Regulations governs the duty of notification on the part of directors:

  1. Directors shall inform the Company of any stake that they or their Related Parties hold in the capital of any company with the same or a similar or complementary kind of business activity to the one forming the corporate purpose, giving details of any positions held or duties performed at the company in question. They shall also inform the Company of any activity that they engage in, either for themselves or for others, that is complementary to the one forming the Company's the corporate purpose. All such information shall be included in the notes to the annual accounts and in the Annual Corporate Governance Report, in accordance with legal requirements.

  2. Directors must also notify the Company:

a) of all the posts held and the activities carried out in other companies or organisations, along with any other professional obligations. In particular, and prior to accepting any appointment as a director or executive in another company or organisation, directors must consult the Appointments and Remuneration Committee. No Director may, under any circumstances, sit on more than five (5) Boards of Directors;

b) of any material change in their professional situation that may affect the nature or condition by virtue of which they had been appointed as directors;

c) of any judicial, administrative or other proceedings that they may be involved in and that, due to their characteristics or importance, could have a serious impact on the Company's reputation. In particular, all directors must inform the Company, through its Chairman, of any cases in which they are arraigned, or if a court decides to hold a trial involving them in connection with any of the crimes listed in Article 213 of the Spanish Capital Companies Act. In such cases, the Board of Directors shall examine the matter as promptly as possible and adopt any resolutions it deems appropriate in the Company's best interests; d) of any holding taken directly or indirectly in the Company's share capital by the director or any of his/her Related Parties, and of any change to that holding, and of any transaction that is engaged in directly or indirectly by the director or any of his/her Related Parties in relation to the Company's share capital. For these purposes, the term "Related Parties" shall be understood to include any other persons who are deemed to have close ties with directors, pursuant to the terms of Article 3 of Regulation (EU) 596/2014 of the European Parliament and Council of 16 April 2014 on market abuse (market abuse regulation); and

e) in general, of any fact or situation that may be of relevance to their actions as a director of the Company.

  • C.1.37 Indicate, unless there have been special circumstances that have been recorded in the minutes, whether the board has been informed or has otherwise become aware of any situation affecting a director, whether or not related to his or her performance in the company, which could damage the credit and reputation of the company:
  • [ ] Yes
  • [ √ ] No
  • C.1.38 List any significant agreements entered into by the company which come into force, will be amended or will be terminated in the event of a change of control of the company due to a takeover bid, and the effects thereof.

Árima Real Estate Socimi, S.A. has an incentive scheme for the Company's team. This plan was approved at the General Shareholders' Meeting of 26 September 2018 and amended at the General Shareholders' Meeting of June 29, 2021, can be found in the information prospectuses for the Company's IPO and share capital increases, which have been registered with the Spanish Securities Market Commission (CNMV). As set out for information purposes in the prospectus, if there is a change of control as a consequence of a public share offering, in accordance with the terms of Royal Decree 1066 of 27 July 2007 on public tenders for the acquisition of securities, this event shall be classified as a liquidation event, as this is defined in the incentive scheme. This plan may be settled both in shares or in cash, at the Board of Directors discretion. Likewise, in the event of a change of control, it may cause the dismissal of the CEO and the Management Team with the settlement of the indemnities provided for in their contracts.

C.1.39 Identify and provide detailed information, individually in respect of directors and in aggregate form in all other cases, regarding any agreements between the company and its administrative officers, executives and employees that offer compensation, guarantees or protection clauses in the event of their resignation or unfair dismissal, or that provide for their contractual termination as a result of a takeover bid or other kinds of operations.

Number of beneficiaries 8
Type of beneficiary Description of the
agreement
CHIEF EXECUTIVE OFFICER AND MANAGERS The services contract entered by the company and the CEO establishes that
if the company terminates the contract without just cause (i.e., unfair
dismissal as defined by the Spanish Workers' Statute), the Managing
Director will be entitled to receive compensation in cash equivalent to two
(2) years' total annual remuneration at the most recent rate. In addition, six
of the Company's managers, excluding the managing director, have clauses
that offer them compensation in the event of the termination of their
employment contracts on any grounds other than a disciplinary action
deemed lawful or the voluntary resignation of the manager him/herself.
Managers would receive the same compensation in other cases, such as a
change of control. In the event that managers are entitled to receive
compensation, this will be two years' total annual remuneration at the most
recent rate.

Indicate whether, beyond the cases provided for in law, these contracts have been notified to and/or approved by the company's or the group's management bodies. If they have, specify the procedures and events provided for and the nature of the bodies responsible for their approval or for making this notification:

Board of directors General Shareholders'
Meeting
Body that authorises clauses
Yes No
Is the General Shareholders'
Meeting informed of such clauses?

C.2. Board committees

C.2.1 Give details of all of the fees paid to the board of directors, its members, and the proportion of executive, proprietary, independent and other external directors that they represent:

AUDIT COMMITTEE
Name
Position
Category
MR. STANISLAS HENRY MEMBER Proprietary
MR. CATO HENNING STONEX MEMBER Independent
MR. FERNANDO BAUTISTA SAGÜÉS CHAIRMAN Independent
% of executive directors 0.00
% of proprietary directors 33.33
% of independent directors 66.67
% of other external directors 0.00

Explain the duties exercised by this committee, including, where applicable, any duties that are additional to those set out in law, and describe the rules and procedures it follows for its organisation and function. For each of these duties, briefly describe the most important actions taken during the year and how, in practice, the committee has performed each of the duties attributed to it, either by law or pursuant to the articles of association or other corporate resolutions.

The primary function of the Audit and Control Committee is to support the Board of Directors in its oversight role by regularly reviewing the process for the preparation of economic and financial information, its internal controls and the independence of the external auditor.

Identify the board members who are members of the audit committee and have been appointed considering their knowledge and experience of accounting or auditing or both and state the date that the Chairman of this committee was appointed.

Names of directors with
experience
MR. STANISLAS HENRY / MR. CATO
HENNING STONEX / MR.
FERNANDO BAUTISTA SAGÜÉS
Date of appointment of the
Chairman
10/11/2021
APPOINTMENTS AND REMUNERATION COMMITTEE
Name Position Category
MR. STANISLAS HENRY MEMBER Proprietary
MR. CATO HENNING STONEX MEMBER Independent
MR. DAVID JIMÉNEZ-BLANCO CARRILLO DE
ALBORNOZ
CHAIRMAN Independent
% of executive directors 0.00
% of proprietary directors 33.33
% of independent directors 66.67
% of other external directors 0.00

Explain the duties exercised by this committee, including, where applicable, any duties that are additional to those set out in law, and describe the rules and procedures it follows for its organisation and function. For each of these duties, briefly describe the most important actions taken during the year and how, in practice, the committee has performed each of the duties attributed to it, either by law or pursuant to the articles of association or other corporate resolutions.

The main duty of this committee is essentially to provide the Board of Directors with support and assistance in relation to the proposed appointment, re-election, approval and dismissal of board members, the setting-up and overseeing of payment policy for the Company's board members and directors, the monitoring of directors' compliance with their duties, particularly as regards conflicts of interest and related-party transactions, and the supervision of compliance with the Internal Codes of Conduct and Corporate Governance regulations.

C.2.2 Complete the following table with information on the number of female board members sitting on the board's committees at the close of the last four financial years:

Number of female board
members
FY 2022
FY 2021
FY 2020 FY 2019
Number % Number % Number % Number %
AUDIT
COMMITTEE
0 0.00 0 0.00 0 0.00 0 0.00
APPOINTMENTS
AND
REMUNERATION
COMMITTEE
0 0.00 0 0.00 N.A. N.A. N.A. N.A.

C.2.3 Indicate, where appropriate, whether the board committees are subject to regulations, the place where they are available for consultation and any amendments made during the financial year. Also, indicate whether an annual report on the activities of each committee has been prepared voluntarily.

The rules of organization and operation of the Board Committees are set forth in Articles 34, 35 and 36 of the Regulations of the Board of Directors. The Regulations of the Board of Directors are available for consultation on the Company's website. Voluntary annual reports on the activities of each committee have been prepared.

D. RELATED PARTY AND INTRA-GROUP TRANSACTIONS

D.1. Explain, where applicable, the procedures for approving related party or inter-group transactions and the bodies with the competence to grant this approval. Explain, if applicable, the procedure and competent bodies for the approval of transactions with related-parties and intra-group transactions, indicating the criteria and general internal rules of the company that regulate the abstention obligations of the affected directors or shareholders and detailing the internal reporting and periodic control procedures established by the company in relation to those related-party transactions whose approval has been delegated by the board of directors.

Article 22 of the Board of Directors Regulations establish the following procedure for the approval of related party transactions:

  1. Related-party transactions carried out by the Company or its subsidiaries with directors, with significant shareholders holding 10% or more of the voting rights or represented on the Board of Directors of the Company, or with any other persons who should be considered related parties in accordance with International Accounting Standards, are subject to the authorisation of the Board of Directors, subject to a favourable report from the Audit and Compliance Committee, provided such transactions are not reserved for approval by the General Shareholders' Meeting, or with any other persons who must be considered related parties in accordance with International Accounting Standards, provided that the approval thereof is not reserved for the approval of the General Meeting of Shareholders, in accordance with the provisions of Article 529u of the Capital Companies Act. .

    1. The Audit and Compliance Committee and the Board of Directors, before authorising transactions of this nature to be carried out by the Company, shall assess the transaction from the point of view of equal treatment of shareholders and market conditions. In its report, the Audit and Compliance Committee shall assess whether the transaction is fair and reasonable from the point of view of the company and, where appropriate, of the shareholders other than the related party, and shall give an account of the assumptions on which the assessment is based and the methods used. The directors concerned may not participate in the preparation of the report.
    1. If the related-party transaction involves a director, he shall not be provided with additional information on the transaction or operation in question, and if he is present at the meeting of the Board of Directors or the Audit and Compliance Committee, in addition to not being able to exercise or delegate his voting rights, he must leave the meeting room while the transaction is being discussed and, if appropriate, voted on, both in the Board of Directors and in the Audit and Compliance Committee.
  2. D.2. List individually those transactions that are significant due to their amount or relevant due to their subject matter carried out between the company or its subsidiaries and shareholders holding 10% or more of the voting rights or represented on the board of directors of the company, indicating which body was competent for their approval and whether any shareholder or director affected abstained. In the event that the competence has been that of the board, indicate whether the proposed resolution has been approved by the board without the vote against of the majority of the independent directors:
Significant
shareholder'
s name or
corporate
name
% of
participation
Name or
corporate name
of the group
company or
dependent entity
Amount
(thousan
ds of
euros)
Approving
body
Identification of the
significant
shareholder or
director who
abstained from
voting.
The proposal to the
board, if any, has been
approved by the board
without a majority of
independent directors
voting against it.
No data
available
Name or
corporate name
of administrators
or directors
Nature of the
relationship
Nature of the operation and other information necessary for its
evaluation
No data available

D.3. List individually the significant operations due to their amount or subject matter carried out by the company or its dependent entities with the administrators or directors of the company, including those carried out with entities that the administrator or director directs individually or jointly, indicating which body was competent to approve them and whether any director or executive concerned abstained from voting. In the event that the competence has been that of the board, indicate whether the proposed resolution has been approved by the board without the vote against of the majority of the independent directors:

Name or corporate
name of
administrators or
directors or of their
controlled entities or
jointly controlled
entities
Name or
corporate
name of
the
related
party
Relationship Amount
(thousands
of euros)
Approving
body
Identification of the
significant
shareholder or
director who
abstained from
voting.
The proposal to the
board, if any, has been
approved by the board
without a majority of
independent directors
voting against it.
MR. LUIS ALFONSO
LOPEZ HERRERA
ORIA
Árima Real
Estate
Socimi, S.A.
During the
exercise, a
member of
the Board of
Board of
Directors
has
transferred a
credit granted
by the
Company to a
related
related
company,
owned by
ninety per
cent ninety
per cent
owned by
him: Rodex
Asset
Management.
S.L.
822 Board of
Directors
NO
Name or corporate
name of
administrators or
directors or of their
controlled entities or
jointly
controlled entities
Nature of the operation and other information necessary for its evaluation
MR. LUIS ALFONSO
LOPEZ HERRERA-ORIA
Shareholder

D.4. List any intra-group operations significant due to their amount or relevant due to their subject matter carried out by the company with its parent company or with other entities belonging to the parent's group, including the entities dependent on the listed company, except that no other related party of the listed company has interests in said dependent entities or they are wholly owned, directly or indirectly, by the listed company.

In any case, information shall be given regarding any intra-group transactions carried out with entities established in countries or territories that have the status of tax haven:

Name of the
group
company
Brief description of the operation and other information necessary for its
evaluation
Amount
(thousands of
euros)
Árima
Investments, S.L.
On the occasion of the participating loan granted to the company of the
Árima Investments, S.L., the Company has made funds available to the latter
for the development of its activities during the current financial year.
1,503

D.5. Detail individually the significant operations due to their amount or relevant due to their subject matter carried out by the company or its subsidiaries with other related parties that are related in accordance with the International Accounting Standards adopted by the EU, which have not been reported in the previous headings.

Name or
corporate name
of the related
party
Brief description of the operation Amount
(thousands of
euros)
No data available
  • D.6. List the mechanisms established to detect, determine and resolve any possible conflicts of interest between the company and/or its group, and its directors, management or significant shareholders.
  • Article 17 of the Board of Directors' Regulations governs conflicts of interest in the following terms:

  • A conflict of interest shall be deemed to exist in those situations in which the interests of the Company or of the companies forming part of its group and the personal interest of the director directly or indirectly conflict. A director's personal interest shall exist when the matter affects him or her or a Related Person (as defined below).

    1. For the purposes of the Regulations, "Related Persons" shall be deemed to be:
  • (a) in respect of a natural person, the following:
  • (i) the spouse or persons with a similar relationship of affectivity;
  • (ii) the ascendants, descendants and siblings of the person subject to the Regulations or of the spouse (or person in a similar relationship) of the person subject to the Regulations;
  • (iii) the spouses of the ascendants, descendants and siblings of the person subject to the Regulations;

(iv) companies in which the person subject to the Regulation, either directly or through an intermediary, has or may have, directly or indirectly, control, in accordance with the situations referred to in Article 42 of the Commercial Code;

  1. Situations of conflict of interest shall be governed by the following rules:

a) communication: a director shall notify the Board of Directors, through the chairman or the secretary, of any situation of conflict of interest in which he finds himself;

b) abstention: directors must abstain from attending and intervening in the deliberation and voting phases of those matters in which they are involved in a conflict of interest and, consequently, they shall not be taken into account in such cases for the purposes of calculating the quorum. In the case of proprietary directors, they must abstain from voting on matters that may involve a conflict of interest between the shareholders proposing their appointment and the company;

c) transparency: in the Annual Corporate Governance Report, the Company shall report any conflict of interest in which the directors are involved, whether notified by the affected party or by any other means.

  1. The provisions of this article may be further developed through the corresponding rules that may be issued by the Board of Directors, including the Internal Regulations of Conduct.

  2. D.7. Indicate whether the company is controlled by another entity within the meaning of Article 42 of the Commercial Code, listed or unlisted, and has, directly or through its subsidiaries, business dealings with that entity or any of its subsidiaries (other than those of the listed company) or engages in activities related to those of any of them.

  3. [ ] Yes

[ √ ] No

E. RISK CONTROL AND MANAGEMENT SYSTEMS

E.1. Explain the scope of the Company's Risk Control and Management System, including measures relating to tax risk:

The Board of Directors is the body responsible for determining the risk control and management policy, identifying the Company's main risks, implementing the appropriate internal control and information systems, and carrying out regular monitoring of the main risks to which the Company is exposed. By virtue of the above, the Board of Directors of the Company has approved the Risk Control and Management Policy and the Risk Management Manual. This establishes a systematic and preventive procedure, in line with international standards of reference in risk management to address risks by anticipating, preventing and detecting them. The risk management system considers both the company's own characteristics and those of the economic, geographical and regulatory environments in which it operates. The risk management policy and strategy is the responsibility of the Board of Directors. However, all members of the organisation are involved and responsible for ensuring the success of the risk management system.

E.2. Identify the company bodies responsible for preparing and implementing the Risk Management System, including measures relating to tax risk.

The Board of Directors is the body responsible for approving the Company's strategy and the organisation required to put it into practice, as well as for supervising and ensuring that the Management meets the stated targets. In addition, the Board is responsible for ensuring that, in relations with all the parties that have a direct or indirect interest in the Company, the laws and regulations are duly complied with, obligations and contracts are fulfilled in good faith, the actions and best practices of the sectors and areas in which the company carries out its activities are respected, and any other principles of social responsibility that the company has accepted voluntarily are duly observed. Article 43 of the Company's Articles of Association establishes that the Board of Directors must create and maintain an Audit and Control Committee on a permanent and internal basis / Article 44 of the Company's Bylaws entrusts the Audit and Control Committee with the fundamental duty of acting as support to the Board of Directors in its supervisory work by carrying out a periodic review of the process for the preparation of economic and financial information, the Company's internal controls and the independence of the external auditor.

E.3. State the primary risks, including tax compliance risk and, where significant, risk arising from corruption (this being understood in the terms set out in Royal Legislative Decree 18/2017), where such risks may affect the achievement of business objectives:

The following is a list of some of the main kinds of risk that may be encountered as a result of the Company's real estate and assets management activity, all of which are covered by the risk monitoring system.

1. Financial risk

a) Market risk

Interest rate risk. The Company's interest rate risk arises from its financial debt. The Company occasionally engages in interest rate swaps to cover this risk.

b) Credit risk

The Company is not exposed to significant levels of credit risk, this being understood to mean the impact that the non-payment of receivables could have on its income statement. The company has policies that ensure that both sales and lettings are made to clients with an appropriate credit history.

c) Liquidity risk

The Company's Finance Department is responsible for managing liquidity risk in order to cover any existing payment obligations and/or any undertakings arising from new investments. To this end it analyses the expected cash flows.

2. Market risk

The Company minimises this type of risk through its own strategy and business model. Árima invests in prime properties, with strong upside potential in the office, logistics and retail sectors, in the most consolidated areas. The Company has implemented a long-term business plan that focuses on value creation through active management and repositioning of the portfolio, with special attention to environmental sustainability.

3. Economic risk

Risks in acquisitions is managed by completing a meticulous analysis of transactions, examining and foreseeing any problems that might arise in the future, and considering the possible solutions to such problems. In disposals, the main risk resides in the failure to collect the amounts agreed in the contracts as a result of the buyers' non-compliance. These risks are minimised through the establishment of all kinds of guarantees that will, if necessary, allow the total price to be received or the property forming the object of disposal to be recovered.

  1. Risks of a legal and fiscal nature

The Company's activities are subject to legal and fiscal provisions and to the requirements of urban development. Local, regional, national and European authorities can impose sanctions for breaches of these regulations and requirements. Any changes to this legal and fiscal environment could affect general planning of the Company activities which, through the corresponding internal departments, with assistance from legal and tax advisors, will monitor, analyse and, where appropriate take the necessary measures in this regard.

The risks associated with complying with the specific legislation, would be the following:

a) Judicial and extrajudicial claims. The Company's business activities may lead to legal action being taken in relation to properties being let, even if these may result from the actions of third parties contracted by the Company (architects, engineers, construction contractors and subcontractors). The Company has taken out various civil liability and damage insurance policies in order to mitigate this type of risk.

b) Company responsibilities resulting from its classification as a SOCIMI. All of the Company's activities must comply with Act 11/2009, which sets out the regulations for SOCIMIs. As a result, the Company constantly monitors its own activities and checks that they are in line with the legislation currently in force in this regard.

  1. Risks regarding the prevention of money laundering and monetary infringements This category of risk is controlled through the prevention and monitoring of transactions carried out by the Company, in accordance with the legislation in force.

  2. Risks relating to personal data protection.

These risks are controlled by means of special and standardised clauses to be included in contracts in different situations, which in accordance with the rules regulating this area, allow any kind of liability that may affect the Company to be limited and even eliminated.

  1. Risks relating to the Protection of Consumers and End Users

The Company complies with the requirements of the different state and regional rules regarding consumers and end users. The Company also has an Internal Code of Conduct focused on matters relating to stock markets.

Sections IV and V of the Internal Code of Conduct establish the behaviour and action criteria that recipients of the Code must comply with in relation to the relevant securities and instruments, any privileged and relevant information, and confidential documents, in order to aid transparency in the performance of the Company's activities and provide adequate information and protection for investors.

E.4. Indicate whether the company has a risk tolerance level, including against tax risk:

Árima's risk tolerance is defined as the level of Risk that the Company is prepared to accept in order to achieve its established strategic objectives. Risk tolerance is shaped by the Company's strategy and is agreed by the Board of Directors. Risk tolerance is defined as the level of variation that the Company accepts in achieving an objective. It is, therefore, the acceptable threshold for each risk and objective. Risk tolerance must be updated regularly by the people from each department who are responsible for reporting to and properly informing the compliance supervisor.

E.5. Identify any risks, including tax risk, which have emerged during the year:

No risk of the type described above has emerged during the year.

E.6. Explain the plans for responding to and monitoring the main risks facing the company, including tax risk, and the procedures put in place by the company to ensure that the board of directors is able to respond to any new challenges that may arise:

The Risk Management System operates in a comprehensive, continuous and cross-cutting manner and addresses the management of all priority risks, both internal and external. To this end, the approach adopted for risk management considers the following basic elements in an aligned manner: control environment, objectives, risk identification and management, and control activities. Once a risk has been assessed and the control activities carried out have been carried out for its mitigation, if the risk level is not in the comfort zone, an additional action (Action Plan) is required to reduce the level of risk to the desired level. Risk Managers are responsible for designing, implementing and updating the corresponding Action Plans, considering at all times the views and comments of the Head of Risk Management and Control Function and the Audit and Control Committee. The objective of these Action Plans is to provide the response that best places the risk within the previously established objectives, complementing the control activities already in place. Once the Action Plans have been defined, the Risk Managers communicate them to the Head of the Risk Control and Management Function who, if considered necessary, after a prior analysis, submits them to the Audit and Control Committee for its knowledge and approval and, ultimately, to the Board of Directors.

F. INTERNAL RISK MONITORING AND MANAGEMENT SYSTEMS RELATING TO THE FINANCIAL REPORTING PROCESS (ICFRS)

Describe the mechanisms that comprise the risk monitoring and management systems associated with the company's financial reporting process (ICFRS).

F.1. The company's monitoring environment.

Specify at least the following components with a description of their main characteristics:

F.1.1 The bodies and/or officers that are responsible for: (i) the existence and regular updating of a suitable, effective ICFR, (ii) its implementation; and (iii) its monitoring.

Continuing with the development of a rigorous internal control system, Árima has drawn up a Management Manual for the Internal Control over Financial Reporting System (ICFR), which has been approved by the Board of Directors.

The SCIIF is a set of processes that affect all levels of the organisation and all the Company's personnel.

Mainly:

  1. Board of Directors

With reference to the ICFR, the Regulations of the Board of Directors establish the following functions of the Board:

  • To prepare the annual accounts and their presentation to the General Meeting.

  • To determine the risk control and management policy.

  • To monitor the internal control and information systems.

  • To approve the financial information which, as a listed company, the Company must periodically publish.

As the body ultimately responsible for supervising the ICFR, the Board of Directors has established the necessary organisational structure to enable it to monitor the ICFR system, with the support of the Audit and Compliance Committee.

  1. Audit and Control Committee

In order to ensure the reliability of financial information, the Audit and Control Committee has been assigned the following functions:

  • To ensure the proper functioning of the information and internal control systems, in particular with regard to the preparation and integrity of the financial information.

  • To be aware of and periodically review the process of preparation and presentation of financial information and the internal risk control and management systems associated with the risks associated with the Company's significant risks.

  • Submit recommendations or proposals to the Board of Directors aimed at safeguarding the integrity of the information and control systems.

In the performance of these duties, the Audit and Compliance Committee must ensure the following aspects relating to the company's ICFR:

  • Compliance with regulatory requirements.

  • Adequate delimitation of the scope of consolidation.

  • The correct application of accounting criteria.

In terms of the organisation of the ICFR work, the Audit and Compliance Committee is responsible for approving what and when to supervise and how to assess ICFR supervision (approval of the ICFR work and supervision plan).

  1. Financial management

Árima's CFO has the following responsibilities in the framework of the ICFR:

  • Design, implement, evaluate, and provide overall monitoring of the ICFR, for which he/she shall validate the design of the SCIIF Work and Monitoring Plan.

  • Report on the effective functioning of the ICFR to the Audit and Control Committee.

  • Ensure that appropriate ICFR training programmes are implemented.

  • ICFR Responsible

The ICFR Responsible is part of the Company's Finance Department and is assigned the following duties within the ICFR framework.

of the ICFR system:

  • Identify the risks of error, omission, or fraud in financial reporting through the ICFR scoping matrix and documenting the design of controls.

  • F.1.2 Where applicable, and particularly as regards the process for the preparation of the financial information, the following items:

  • · The departments and/or mechanismsresponsible for: (i) designing and revising the organisationalstructure; (ii) clearly defining the lines of responsibility and authority, with an appropriate distribution of duties and tasks; and (iii) ensuring the existence of sufficient procedures for their correct reporting throughout the company:

Ultimate responsibility for the design and review of the Company's organisational structure lies with the CEO, under the delegation of the Board of Directors. As regards the process for the preparation of the financial information, in addition to the organisational charts, all of the people involved in the process also have a clear knowledge of the specific guidelines, responsibilities and periods that apply to each closure.

· Code of conduct, approval body, level of dissemination and instruction, principles and values included (indicating whether there is specific mention of the recording of transactions and the preparation of financial information), the body in charge of analysing breaches and of proposing corrective actions and sanctions:

The Company has a Code of Conduct, compliance with which is mandatory, and which is approved by the Board of Directors. The aim of this code of conduct is to establish the basic principles and rules that will govern the behaviour of everyone who acts on behalf of Árima and its subsidiary companies. The Code is applicable to all companies that make up the Árima Group and it is binding on the members of the Board of Directors and all company personnel, irrespective of the position they occupy and the duties they perform. This Code of Conduct is supplementary to the Securities Market Internal Code of Conduct, company regulations, the Articles of Association and any other legislation that applies to Árima's activities, and compliance is mandatory for both Árima and all of the companies with which a significant contractual relationship is in place. Non-compliance with the terms of this Code shall be deemed infringement and may result in the adoption of disciplinary measures.

· Whistle-blowing channel, which allows reporting to the audit committee of irregularities of a financial and accounting nature, in addition to possible breaches of the code of conduct and irregular activities in the organization, informing, where appropriate, whether it is confidential in nature and whether it allows anonymous communications, respecting the rights of the whistle-blower and the reported party.

The Company has implemented a whistle-blowing channel for matters related to the internal regulations of the Company and a procedure for reporting potentially significant financial and accounting incidents. In addition, the Whistleblowing Channel also includes the creation of an Ethics Committee whose functions are: reception and classification of complaints received, co-ordination of the investigation work for each of the complaints received, and the of investigation for each of the complaints, imposition of the corresponding disciplinary sanctions, and preparation of periodic reports on the functioning of the Channel.

  • · Training and regular refresher courses for personnel involved in preparing and reviewing financial information and evaluating
  • ICFR, which address, at least, accounting regulations, auditing, internal monitoring and risk management:

The Finance Department, and specifically the staff involved in the preparation and review of financial information, receives the necessary training on financial and internal control aspects, as well as on regulatory changes affecting the periodic financial information issued by the Company. This training is organised internally and is advised by independent experts in each area.

F.2. Financial reporting risk assessment.

Provide details of at least the following:

  • F.2.1 The main characteristics of the risk identification process, including risks of error or fraud, in respect of:
  • · Whether there is an existing documented process:

The Board of Directors has approved an Internal Financial Reporting Control System Management Manual. This system identifies risks of error, omission or fraud in financial reporting through the ICFRS scoping matrix. This matrix identifies which accounts and disclosures have a significant risk associated with them and whose potential impact on financial reporting may be material. The ultimate aim is to establish a control system that contributes to the mitigation of risks to the achievement of financial objectives. In addition, the financial information issued is reviewed by the Company's auditors.

· Whether the process covers all financial reporting objectives (existence and occurrence; integrity; evaluation; presentation, breakdown and comparability; and rights and obligations), whether it is updated and how frequently:

As With the ultimate aim of providing assurance as to the reliability of the financial information provided to the market, Árima's System of Internal Control over Financial Reporting pursues the following control objectives.

  • Existence and occurrence: transactions, facts and other events included in the financial information exist and have been recorded at the right time.

  • Completeness: the information reflects all transactions, facts and other events to which the entity is a party.

  • Adequate valuation: transactions, facts and other events are recorded and valued in accordance with applicable standards.

  • Fair presentation, disclosure and comparability: transactions, facts and other events are classified, presented and reflected in the financial information in accordance with applicable standards.

  • Timing of transactions: transactions and events have been recorded in the correct period.

  • Adequate reflection of rights and obligations: the financial information reflects, at the relevant date, the rights and obligations through corresponding assets and liabilities, in accordance with the applicable regulations.

The scope of the Internal Control over Financial Reporting System shall be reviewed at least annually before setting the reporting schedule for the following year. reporting schedule for the following financial year.

· The existence of a process for identifying the consolidation perimeter, taking account, among other things, of the potential existence of complex corporate structures, vehicle companies or special purpose entities:

Árima's organisational structure is simple and consists of Árima Real Estate SOCIMI, S.A. and two subsidiary companies (100%): Árima Investigación, Desarrollo e Innovación, S.L.U. and Árima Investments, S.L. The financial department, on a quarterly basis, verifies the aforementioned consolidation perimeter.

· Whether the process takes account of the effects of other types of risk (operational, technological, financial, legal, fiscal, reputational, environmental, etc.) in the manner in which they affect the financial statements:

Any analysis will include all regulatory, technological and reputational risk, risk of fraud, human resource-related risk, operational risk, etc. that are relevant for the financial statements.

· The corporate governance body that supervises the process:

The ICFR is a set of processes that affect all levels of the organisation and all Company personnel. Mainly:

  1. Board of Directors

With reference to the ICFR, the Regulations of the Board of Directors establish the following functions of the Board:

  • To prepare the annual accounts and their presentation to the General Meeting.
  • Determine the risk management and control policy.
  • To monitor the internal control and information systems.
  • Approve the financial information which, as a listed company, the Company must periodically publish.

As the body ultimately responsible for supervising the ICFR, the Board of Directors has established the necessary organisational structure to monitor the ICFR system, with the support of the Audit and Compliance Committee.

  1. Audit and Compliance Committee

In order to ensure the reliability of financial information, the Audit and Compliance Committee has been assigned the following functions:

  • To ensure the proper functioning of the information and internal control systems, in particular with regard to the preparation and integrity of the financial information.

  • To be aware of and periodically review the process of preparation and presentation of financial information and the internal risk control and management systems associated with the risks associated with the Company's significant risks.

  • Submit recommendations or proposals to the Board of Directors aimed at safeguarding the integrity of the information and control systems.

In the performance of these duties, the Audit and Compliance Committee must ensure the following aspects relating to the company's ICFR:

  • Compliance with regulatory requirements.

  • Adequate delimitation of the scope of consolidation.

  • The correct application of accounting criteria.

In terms of the organisation of the ICFR work, the Audit and Compliance Committee is responsible for approving what and when to supervise and how to assess ICFR supervision (approval of the ICFR work and supervision Plan).

  1. Financial Management

Árima's CFO has the following responsibilities in the framework of the ICFR:

  • Design, implement, evaluate and provide overall monitoring of the ICFR, for which he/she shall validate the design of the ICFR Work and Monitoring Plan.

  • Report on the effective functioning of the ICFR to the Audit and Control Committee.

  • Ensure that appropriate ICFR training programmes are implemented.

4. ICFR Responsible

  • The ICFR Responsible is part of the Company's Finance Department and is assigned the following duties within the ICFR framework:
  • Identify the risks of error, omission or fraud in financial reporting through the ICFR scoping matrix and document the design of controls.
  • Ensure the correct functioning of the ICFR, for which purpose those responsible for each process/sub-process and associated controls must monitor them and report such information to the ICFR Responsible at Árima.
  • Prepare reports for the Financial Management, considering the results of the reports received.
  • Alert on changes in regulatory and financial information risk scenarios.
  • Identify new risks in the processes.
  • Collaborate in the proposal of improvement actions and resolution of incidents.

F.3. Monitoring activities.

State whether at least the following items are in place and specify their main characteristics:

F.3.1 Procedures for reviewing and authorising the financial information and the description of ICFR to be disclosed to the securities markets, stating who is responsible in each case, along with the documentation showing flow charts of activities and controls (including those that address the risk of fraud) for each type of transaction that may materially affect the financial statements, including procedures for the closing of accounts and for the specific review of critical judgements, estimates, evaluations and projections.

The Company has an internal procedure for reviewing financial information (including annual accounts, financial statements for interim periods, the Management Report and the Annual Corporate Governance Report), which oversees the process from the moment that information is generated in the Administration and Finances Department up to its approval by the Audit and Control Committee and, finally, by the Board of Directors prior to publication. This process is reflected in the Monitoring Manual for the Internal Control over Financial Reporting System approved by the Board of Directors, which establishes both the responsibilities and the flows of the control activities on the material sub-processes that give rise to the issuance of financial information.

F.3.2 Internal control policies and procedures for IT systems (including secure access, tracking changes, system operation, continuity and segregation of duties) giving support to key company processes relating to the preparation and publication of financial information.

The internal control policies and procedures associated with the information systems are defined by the Company's management. The main risks contemplated by the Company, and to which it responds, affect physical security (backup copies, maintenance and access to servers, etc.), logical security (access controls, registration and deregistration procedures, protection against viruses and other malware, etc.), sufficient segregation of duties, registration and traceability of information, privacy (LOPD), development and maintenance of systems. The Company is advised by a third party systems expert who carries out regular security audits covering, inter alia, all these aspects. In addition, the Company proactively and regularly undergoes external IT audits, where necessary establishing action plans, the results of which are reported to the Board of Directors. In addition, the Board of Directors has approved a Business Continuity Plan to minimise the risk of business interruption for any reason.

F.3.3 Internal control policies and procedures for overseeing the management of activities outsourced to third parties, and the appraisal, calculation or valuation services commissioned from independent experts, when these may materially affect the financial statements.

The activity subcontracted to third parties that has a greater impact on the financial statements corresponds to the valuation of assets by an independent expert. The procedure in this regard implemented by the Company basically includes the recommendations of the CNMV to listed valuation and real estate companies in relation to the valuation of real estate assets. Moreover, the results obtained are always contrasted with the estimates of Árima's internal experts, who supervise the valuation process. Likewise, the conclusions obtained are always reviewed by the Company's Auditors. On the other hand, the Company, for the services it subcontracts, works with companies of recognized prestige in the sector.

F.4. Information and communications.

State whether at least the following items are in place and specify their main characteristics:

F.4.1 A specific office which is in charge of defining and maintaining accounting policies (accounting policies area or department) and settling queries or disputes over their interpretation, and which is in regular communication with the team in charge of company operations, and an up-to-date manual of accounting policies that has been sent to all the company's operational units.

The Company's Administration and Finance Department is responsible for defining and updating accounting policies and for responding to queries and consultations in this regard.

F.4.2 Mechanisms for collecting and preparing financial information with standardised formats, which are to be applied and used by all the company or group units and which support the main financial statements and notes to the accounts, along with the detailed information on the ICFR.

The accounting policies defined by the Management form the basis for the preparation of the financial information of both the Company and its subsidiaries. These accounting policies guarantee the application of the same criteria during the preparation of information and consistency in its presentation.

F.5. Supervising the operation of the system.

Indicate, pointing out its main characteristics:

F.5.1 The activities of the audit committee in overseeing ICFR, and whether there is an internal auditing office whose duties include supporting the committee in the task of supervising the internal control system, including ICFR. Describe the scope of the ICFR assessment carried out over the course of the year and the procedure by which the person responsible for making this assessment can communicate his/her findings. State also whether the company has an action plan detailing the potential corrective measures, and whether it has taken account of their impact on its financial information.

As indicated in article 44 of the Company's Articles of Association, the Audit and Compliance Committee's duties include, among others, the following periodic review of the process of preparing the economic and financial information, its internal controls and the independence of the external auditor. Specifically, the ICFR Manual approved by the Board of Directors assigns it the following responsibilities:

  • Ensuring the proper functioning of the information and internal control systems, in particular with regard to the preparation and integrity of the financial information.

  • To be familiar with and periodically review the process of preparation and presentation of financial information and the internal risk control and management systems associated with the Company's significant risks.

  • Submit recommendations or proposals to the Board of Directors aimed at safeguarding the integrity of the information and control systems.

In the performance of these duties, the Audit and Compliance Committee must ensure the following aspects relating to the company's ICFR:

  • Compliance with regulatory requirements.
  • Adequate delimitation of the scope of consolidation.

  • The correct application of accounting criteria.

In terms of the organisation of the ICFR work, the Audit and Compliance Committee is responsible for approving what and when to supervise and how to assess ICFR supervision (approval of the ICFR Work and Monitoring Plan).

The Audit and Control Committee is also supported by the Financial Management and the ICFR Responsible, who prepares a report on the status of compliance and effectiveness of the ICFR, which is reported to the Finance Department. The latter, in turn, reports the results obtained to the Audit and Control Committee (which will submit them to the Board of Directors when it considers it necessary). The scope of the Internal Control over Financial Reporting System must be reviewed at least once a year before setting the reporting calendar for the following year.

Furthermore, the conclusion of the Company's auditors on the financial information provided has been satisfactory.

F.5.2 Whether the Company has a procedure by which the accounts auditor (in accordance with the contents of the Auditing Standards("NTA")), the internal auditing department and other experts may communicate with senior management and the audit committee or senior managers of the company regarding any significant internal control weaknesses identified during their review of the annual accounts or any others they have been assigned. State also whether the Company has an action plan to correct or mitigate the weaknesses found.

The Audit and Control Committee meets in order to perform its prime function, which is to act as support for the Board of Directors in its supervisory work, by carrying out a regular review of the process for the preparation of the economic and financial information, the internal auditing department and the independence of the external auditor. In addition to other potential actions, it also carries out the following duties:

Discussions with External Auditors (with particular significance when they have acted on any specific matter: Audit reports, limited reviews, etc.) in order to: - Obtain information on the planning, scope and conclusions of the work carried out.

  • Obtain information on internal control weaknesses detected during the course of their work.

  • Inform the external auditor about any matters that could affect their work.

  • Talk to the external auditor regarding the expected contents of its reports.

  • Obtain the necessary information for ensuring the independence of the External Auditor in compliance with the duties of the Audit and Control Committee. In addition, the Audit and Control Committee may demand additional information or the participation of experts when it comes to analysing topics relating to compliance with their duties.

F.6. Other relevant information

F.7. External auditor's report.

State whether:

F.7.1 The ICFR information supplied to the markets has been reviewed by the external auditor, in which case the corresponding report should be attached. Otherwise, explain the reasons for the absence of this review.

Last year, the Company reviewed the internal control system over financial reporting. The external auditor holds regular meetings with the Financial Management, both to review the financial information and to evaluate the internal control in the development of the Company's activity. It is considered that the controls in place are adequate for the size and complexity of the Company, having undergone numerous review and audit processes of the financial information since its incorporation. The external auditor's conclusion has been satisfactory in all cases.

G. DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS

Indicate the degree to which the company complies with the Code of Corporate Governance recommendations for listed companies.

In the event that the Company does not comply with any of the recommendations or complies only in part, include a detailed explanation of the reasons so that shareholders, investors and the market in general have enough information to assess the company's behaviour. General explanations will not be acceptable.

  1. The articles of association of listed companies should not place an upper limit on the votes that can be cast by a single shareholder, or impose other obstacles on the takeover of the company through the purchase of shares on the market.

Compliant [ X ] Explain [ ]

    1. When the listed company is controlled, within the meaning of article 42 of the Commercial Code, by another entity, whether listed or not, and has, directly or through its subsidiaries, business relations with that entity or any of its subsidiaries (other than those of the listed company) or carries out activities related to those of any of them, it should publicly disclose precisely the following:
  • a) The type of activity they respectively engage in, and any potential business dealings between them, as well as between the subsidiary and other group companies.
  • b) The mechanisms in place to resolve any potential conflicts of interest that may arise.
Compliant [ ] Partially compliant [
]
Explain [
]
N.A. [ X ]
--------------- ---------------------------- ---------------- ------------
    1. During the general shareholders' meeting, as a supplement to the written information circulated in the annual corporate governance report, the chairman of the board should verbally inform shareholders in sufficient detail of the most relevant aspects of the company's corporate governance, in particular:
  • a) Any changes that have taken place since the previous general shareholders' meeting.
  • b) The specific reasons for the company not following a given Good Governance Code recommendation, and any alternative procedures followed in its stead, where applicable.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. The company should define and promote a policy regarding communication and contacts with shareholders and institutional investors in the context of their involvement in the company, as well as with proxy advisors, that fully respects the rules against market abuse and treats shareholders in the same position in the same way. The company should make this policy public on its website, including information on how it has been put into practice and identifying the interlocutors or persons responsible for carrying it out.

And, without prejudice to legal obligations regarding the dissemination of inside information and other types of regulated information, the company should also have a general policy regarding the communication of economic-financial, non-financial and corporate information through the channels it deems appropriate (media, social networks or other channels) which contributes to maximising the dissemination and quality of the information available to the market, investors and other stakeholders. The company should draw up and implement a policy for communicating with and contacting shareholders, institutional investors and proxy advisors that complies in full with market abuse regulations and accords equitable treatment to shareholders in the same position.

  1. The board of directors should not make a proposal to the general meeting for the delegation of powers to issue shares or convertible securities without pre-emptive subscription rights for an amount exceeding 20% of capital at the time of such delegation.

When the Board approves an issue of shares or convertible securities without pre-emptive subscription rights, the company should immediately post a report on its website explaining the exclusion as envisaged in company legislation.

Compliant [ ] Partially compliant [ X ] Explain [ ]

The General Meeting of Shareholders, at its meeting held on 28 June 2022, authorised the Board of Directors to increase the share capital in accordance with the provisions of article 297.1.b) of the Capital Companies Act, for a maximum period of five years, by means of cash contributions and up to a maximum amount equal to half (50%) of the share capital, with the power to exclude pre-emptive subscription rights only in those increases up to a maximum amount equal to 20% of the share capital.

  1. Listed companies drawing up the following reports on a voluntary or compulsory basis should publish them on their website well in advance of the general shareholders' meeting, even if their distribution is not compulsory:

  2. a) Report on auditor independence.

  3. b) Reports on the operation of the audit committee and the appointments and remuneration committee.
  4. c) Report by the audit committee report on related party transactions.
Compliant [ X ] Partially compliant [ ] Explain [ ]
----------------- ------------------------- -------------

The referenced documentation has been partially disclosed on the company's website.

  1. The company broadcasts live, via its website, the holding of general shareholders' meetings.

And that the company has mechanisms that enable proxy voting and voting by telematic means and even, in the case of large cap companies and to the extent proportionate, attendance and active participation in the General Meeting.

Compliant [ ] Partially compliant [ ] Explain [ X ]

This recommendation will be analysed on an annual basis, though it is not envisaged at present.

  1. The Audit Committee should ensure that the annual accounts submitted by the Board of Directors to the General Meeting of shareholders are drawn up in accordance with accounting regulations. In the event that the auditor has included a qualification in its audit report, the chairman of the audit committee should clearly explain to the general meeting the audit committee's opinion on its content and scope, making available to shareholders at the time of publication of the notice of call to the meeting, together with the rest of the proposals and reports of the board, a summary of said opinion.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. The company should disclose its conditions and procedures for admitting share ownership, the right to attend General Shareholders' Meetings and the exercise or delegation of voting rights and display them permanently on its website.

Such conditions and procedures should encourage shareholders to attend and exercise their rights and be applied in a nondiscriminatory manner.

    1. When an accredited shareholder exercises the right to supplement the agenda or submit new proposalsfor agreement prior to the general shareholders' meeting, the company should:
  • a) Immediately circulate the supplementary items and new proposals for agreement.
  • b) Publish the standard form of attendance card or proxy appointment or remote voting form with the necessary modifications so that new items on the agenda and alternative proposals for agreement can be voted on in the same terms as those submitted by the board of directors.
  • c) Put all these items or alternative proposalsto the vote, applying the same voting rules as for those submitted by the board of directors, with particular regard for presumptions or deductions about the direction of votes.
  • d) After the general shareholders' meeting, disclose the breakdown of votes on these supplementary items or alternative proposals.

  • In the event that a company plans to pay for attendance at the general shareholders' meeting, it should first establish a general, long-term policy in this respect.

Compliant [ ] Partially compliant [
]
Explain [
]
N.A [ X ]
--------------- ---------------------------- ---------------- -----------
  1. The Board of Directors should perform its duties with a unity of purpose and independent judgement, according the same treatment to all shareholders in the same position. It should be guided at all times by the company's best interests, understood as the creation of a profitable and sustainable business over the long term which ensures its continuity and maximises the company's economic value.

In pursuing the corporate interest, it should not only abide by laws and regulations and conduct itself according to the principles of good faith, ethics and respect for commonly accepted customs and good practices, but should also strive to reconcile its own interests with the legitimate interests of its employees, suppliers, clients and any other stakeholders who could be affected, as well as reconciling the impact of its activities on the broader community and the natural environment.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. The board of directors should have the appropriate size to achieve maximum effectiveness and participation, which means it should ideally have between five and fifteen members.

Compliant [ X ] Explain [ ]

    1. The Board of Directors should approve a Director selection policy that:
  • a) Is specific and verifiable.
  • b) Ensures that appointment or re-election proposals are based on a prior analysis of the board of directors' own needs.
  • c) Favours a diversity of know-how, experience and gender. For these purposes, measures that encourage the company to have a significant number of female senior managers are considered to be conducive to gender diversity.

The results of the prior analysis of the Board's needs should be written up in the appointments committee's explanatory report, to be published when the general meeting is convened to ratify the appointment and re-election of each director.

The appointments Committee should run an annual check on compliance with the director selection policy and set out its findings in the annual corporate governance report.

Compliant [ X ] Partially compliant [ ] Explain [ ]

41 / 53

  1. Proprietary and independent directors should occupy a broad majority of seats on the board, while the number of executive directors should be the minimum necessary, bearing in mind the complexity of the corporate group and the percentage of the company's share capital held by the executive directors.

And that the number of female directors should account for at least 40% of the members of the board of directors by the end of 2022 and thereafter, but no earlier than 30%.

Compliant [ ] Partially compliant [ X ] Explain [ ]

Proprietary and independent directors constitute an ample majority of the board, with significantly fewer executive directors. It is important to note that the composition of the Board is enriched by the different profiles of its members in terms of age, nationality and professional background. Currently, the percentage of female directors is equivalent to 14% of the Board.

  1. The number of proprietary directors as a percentage of the total number of non-executive directors should not exceed the proportion between the company share capital represented by these directors and the remainder of this share capital.

This criterion can be attenuated:

  • a) In companies with a high level of market capitalisation in which few equity stakes attain the legal threshold to be considered a significant shareholding.
  • b) In companies in which a plurality of shareholders is represented on the board of directors and they are not related to one another.

Compliant [ X ] Explain [ ]

  1. The number of Independent Directors should represent at least one half of all board members.

However, when the company does not have a large market capitalisation, or when a large cap company has shareholders individually or concertedly controlling over 30% of share capital, independent directors should occupy, at least, a third of all Board places.

Compliant [ X ] Explain [ ]

    1. Companies should post the following information on directors on their websites, and keep this information permanently updated:
  • a) Background and professional experience.
  • b) Directorships held at other companies, listed or otherwise, and any other paid activities that they may engage in, of whatever nature.
  • c) Information on the director category to which they belong and, in the case of proprietary directors, information on the shareholder they represent or have links with.
  • d) The date of their first appointment as board member and the dates of any subsequent re-elections.
  • e) Shares that they hold in the company, and any options thereover.

  • The annual corporate governance report, following verification by the appointments committee, should explain the reasons for the appointment of proprietary directors at the behest of shareholders controlling less than 3% of capital; it should also explain, where applicable, any rejection of a formal request for a seat on the board from shareholders whose equity stake is equal to or greater than that of others that have successfully applied for a proprietary directorship.

Compliant [ ] Partially compliant [ ] Explain [
]
N.A. [ X ]
--------------- ----------------------- --- ---------------- ------------
  1. Proprietary directors should resign when the shareholders they represent dispose of their ownership interest in its entirety. If such shareholders reduce their stakes, thereby losing some of their entitlement to proprietary directors, the latter's number should be reduced accordingly.
Compliant [ X ]
Partially compliant [
]
Explain [
]
N.A. [ ]
------------------------------------------ ---------------------------------
  1. The Board of Directors should not propose the removal of any independent directors before the expiry of their tenure as mandated by the articles of association, except where just cause is found by the board of directors, based on a report by the appointments committee. In particular, just cause shall be presumed when directors take up new posts or responsibilities that prevent them from allocating sufficient time to the performance of their duties as board member, or are in breach of the duties inherent in their position, or are affected by one of the grounds that disqualifies them from classification as independent, as set out in the applicable legislation.

The removal of independent directors may also be proposed as a consequence of a takeover bid, merger or similar corporate operation which involves changes to the company's capital structure, when the changes to the structure of the board of directors are triggered by the proportionality criterion set out in recommendation 16.

Compliant [ X ] Explain [ ]

  1. Companies should establish rules obliging directors to inform and, where applicable, resign in any circumstances that might harm the organisation's name or reputation, and directors should particularly be obliged to inform the Board of Directors of any criminal charges brought against them and of any subsequent court proceedings.

The Board, having been informed of or otherwise having knowledge of any of the situations mentioned in the preceding paragraph, should examine the matter as promptly as possible and, in view of the particular circumstances, decide, after a report from the Nomination and Remuneration Committee, whether or not to adopt any measure, such as the opening of an internal investigation, request the resignation of the director or propose his or her removal. And that a report be included in the annual corporate governance report, unless there are special circumstances justifying this, which should be recorded in the minutes. This is without prejudice to the information that the company must disclose, if appropriate, when the corresponding measures are adopted.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. All directors should express clear opposition when they feel a proposal submitted for the board of directors' approval might damage the corporate interest. In particular, independents and other directors unaffected by a potential conflict of interest should challenge any decision that could go against the interests of shareholders lacking representation on the board of directors.

When the board takes significant or reiterated decisions about which a director has expressed serious reservations, then he or she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next recommendation.

The terms of this recommendation should also apply to the secretary of the board, even if he/she is not a director.

  1. When, either by resignation or by resolution of the general meeting, a director retires from office before the end of his term of office, he should sufficiently explain the reasons for his resignation or, in the case of non-executive directors, his opinion on the reasons for the removal by the board, in a letter to be sent to all members of the board of directors.

And, without prejudice to the disclosure thereof in the annual corporate governance report, the company should, to the extent relevant for investors, publish the resignation as soon as possible, including sufficient reference to the reasons or circumstances provided by the director.

Compliant [ X ]
Partially compliant [
]
Explain [
]
-----------------------------------------------------------------
  1. The appointments committee should ensure that non-executive directors have sufficient time available to perform their responsibilities effectively.

The board's regulations should establish rules for the maximum number of company directorships that board members may hold.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. The Board should meet with the necessary frequency to properly perform its functions properly, at least eight times a year, in accordance with a calendar and agendas set at the beginning of the year, and each director may individually propose the addition of other items to the agenda.
Compliant [ ] Partially compliant [X ] Explain [ ]
--------------- -------------------------- -------------

The Board of Directors met seven times during the year, providing broad and precise coverage of the Company's activities, without prejudice to the fluid contact and communication between the directors during the periods between meetings.

  1. Director absences should be kept to the bare minimum and quantified in the annual corporate governance report. In the event that their absence is unavoidable, directors should grant a proxy with the appropriate instructions.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. When directors or the secretary express concerns about a proposal or, in the case of directors, about the company's performance, and such concerns are not resolved at the board meeting, the person expressing them can request that they be recorded in the minutes.

Compliant [ X ] Partially compliant [ ] Explain [ ] N.A. [ ]

  1. The company should provide suitable channels for directors to obtain the advice they need to carry out their duties, and this should extend, if the circumstances make this necessary, to external assistance at the company's expense.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. Regardless of the knowledge directors must possess in order to perform their duties, companies should also offer them refresher programmes when the circumstances make this advisable.

Compliant [ X ] Explain [ ] N.A. [ ]

  1. The agendas of meetings should clearly indicate the points on which the board of directors must arrive at a decision or adopt a resolution, so that directors may study or gather the necessary information beforehand.

When, exceptionally and for reasons of urgency, the chairman wishes to present decisions or resolutions for board approval that were not on the meeting agenda, their inclusion shall require the express prior consent, duly recorded in the minutes, of the majority of directors present.

Compliant [ X ] Partially compliant [
]
Explain [ ]
----------------- ---------------------------- -------------
  1. Directors should be regularly informed of movements in share ownership and of the views of major shareholders, investors and rating agencies on the company and its group.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. In addition to the duties assigned to him by law and the company's articles of association, the chairman, as the person responsible for the efficient functioning of the board of directors, should: prepare and submit a schedule of meeting dates and agendas to the board; organise and coordinate regular evaluations of the board and, where appropriate, the company's chief executive officer; take responsibility for managing the board and its proper functioning; ensure that sufficient time is devoted to the discussion of strategic issues, and approve and review refresher courses for each director, when the circumstances make this advisable.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. When a coordinating director has been appointed, the articles of association or board of directors' regulations should grant him or her the following powers over and above those conferred by law: chairing the board of directors in the absence of the chairman a vice chairmen, where applicable; giving voice to the concerns of non-executive directors; maintaining contacts with investors and shareholders to hear their views and developing a balanced understanding of their concerns, especially those to do with the company's corporate governance; and coordinating the plan for the chairman's succession.

Compliant [ ] Partially compliant [ ] Explain [ ] N.A. [ X ]

  1. The Board secretary should particularly strive to ensure that the board's actions and decisions are informed by the governance recommendations set out in this good governance code, to the extent that they apply to the company.

Compliant [ X ] Explain [ ]

    1. The Board of Directors sitting in full session should conduct an annual evaluation, adopting, where necessary, an action plan to correct weakness detected in:
  • a) The quality and efficiency of the board's own actions.
  • b) The performance and membership of its committees.
  • c) The diversity of board membership and skills.
  • d) The performance of the chairman of the board of directors and the company's chief executive.
  • e) The performance and contribution of individual directors, with particular attention to the chairs of board committees.

The evaluation of the various board committees should start from the reports they submit to the board of directors, while the evaluation of the board itself should start from the report submitted by the appointments committee.

Every three years, the board of directors should engage an external consultant to aid in the evaluation process. This consultant's independence should be verified by the appointments committee.

Any business dealings that the consultant or any member of its corporate group maintains with the company or members of its corporate group should be detailed in the annual corporate governance report.

The process followed and areas evaluated should be detailed in the annual corporate governance report.

Compliant [ X ] Partially compliant [
]
Explain [ ]
37. When the company has an Executive committee, the breakdown of its members by director category should be similar to
that of the board itself. The secretary of the board should also act as secretary to the executive committee.

Compliant [ ] Partially compliant [ ] Explain [ ] N.A. [ X ]

  1. The Board of Directors should be kept fully informed of the matters debated and the decisions adopted by the executive committee, and all board members should receive a copy of the executive committee's minutes.

Compliant [ ] Partially compliant [ ] Explain [ ] N.A. [ X ]

  1. The members of the audit committee as a whole, and especially its chairman, should be appointed taking into account their knowledge and experience in accounting, auditing and risk management, both financial and non-financial.
Compliant [ X ] Partially compliant [
]
Explain [ ]
----------------- ---------------------------- -------------
  1. Companies should have a unit in charge of internal auditing duties, under the supervision of the audit committee, to monitor the effectiveness of internal reporting and control systems. This unit should report functionally to the board's non-executive chairman or the chairman of the audit committee.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. The head of the unit in charge of the internal audit function should present its annual work plan to the audit committee for approval by the latter or by the board, report directly to it on its execution, including any incidents and limitations on scope that may arise in its development, the results and follow-up of its recommendations, and submit an activity report at the end of each fiscal year.

    1. The audit committee should have the following duties, over and above those set out in law:
    1. With regard to internal reporting and monitoring systems:
    2. a) Monitoring and assessing the preparation and integrity of financial and non-financial information, as well as the systems for controlling and managing financial and non-financial risks relating to the company and, where appropriate, the group including operational, technological, legal, social, environmental, political, reputational and corruption-related risks reviewing compliance with regulatory requirements, the appropriate scope of consolidation and the correct application of accounting criteria.
    3. b) Monitoring the independence of the unit responsible for internal auditing duties; proposing the selection, appointment, reelection and removal of the head of the internal auditing service; proposing the service's budget; approving its priorities and work programmes, ensuring that it focuses primarily on the main risks the company is exposed to; receiving regular information on its activities; and verifying that senior management take account of the findings and recommendations contained in its reports.
  2. c) Establish and supervise a mechanism that allows employees and other persons related to the company, such as directors, shareholders, suppliers, contractors or subcontractors, to report potentially significant irregularities, including financial and accounting irregularities, or of any other nature related to the company that they become aware of within the company or its group. This mechanism should guarantee confidentiality and, in any event, provide for cases in which communications may be made anonymously, respecting the rights of both the complainant and the reported.

  3. d) Overall, to ensure that the established internal control policies and systems are effectively implemented in practice.
    1. With regard to the external auditor:
  4. a) In the event of the external auditor's resignation, examining the circumstances that have caused it.
  5. b) Ensuring that the payment of the external auditor does not compromise its quality or independence.
  6. c) Ensuring that the company notifies any change of auditor to the CNMV as a significant event, accompanied by a statement detailing any potential disagreements arising with the outgoing auditor, where applicable, and the reasons for these disagreements.
  7. d) Ensuring that the external auditor has a yearly meeting with the board of directors in full session to inform it of the work undertaken and developments in the company's risk and accounting positions.
  8. e) Ensuring that the company and the external auditor adhere to current regulations on the provision of non-auditing services, limits on the concentration of the auditor's business and other requirements concerning auditor independence.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. The Audit Committee should be empowered to meet with any company employee or manager, even in the absence of other senior officers.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. The Audit Committee should be informed of any structural changes or corporate transactions the company is planning, so the committee can analyse the operation and report to the board beforehand on its economic conditions and accounting impact and, where applicable, the exchange ratio proposed.

Compliant [ X ] Partially compliant [ ] Explain [ ] N.A. [ ]

    1. Control and risk management policy should at least identify:
  • a) The different types of financial and non-financial risk the company is exposed to (including operational, technological, financial, legal, social, environmental, political and reputational risk), with the inclusion under financial or economic risk of contingent liabilities and other off-balance sheet risk.
  • b) A risk management and control model based in different levels, including a specialised risk committee when sectoral rules so provide or where the company deems it appropriate.
  • c) The determination of the risk level the company sees as acceptable.
  • d) The measures in place to mitigate the impact of identified risk events should they occur.
  • e) The internal control and reporting systems to be used to control and manage the above risks, including contingent liabilities and off-balance sheet risk.

    1. The Company should establish an internal risk monitoring and management office within one of the company's own internal departments or units, with direct supervision from the audit committee or some other specialist board committee. This office should be expressly charged with the following duties:
  • a) Ensuring that risk control and management systems are functioning correctly and, specifically, that any major risks the company is exposed to are correctly identified, managed and quantified.
  • b) Participating actively in the preparation of risk strategies and in key decisions about their management.
  • c) Ensuring that risk control and management systems are mitigating risk effectively within the framework of the policy drawn up by the board of directors.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. Appointees to the appointments and remuneration committee (or the appointments committee and the remuneration committee, if separately constituted) should have the right balance of knowledge, skills and experience for the duties they are called on to perform, and the majority of their members should be independent directors.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. Companies with high levels of capitalisation should have a separate appointments committee and remuneration committee.
Compliant [X ] Explain [
]
N.A. [ ]
---------------- ---------------- ----------
  1. The appointments committee should consult with chairman of the board of directors and the company's chief executive, especially on matters relating to executive directors.

Any board member should be able to suggest directorship candidates for consideration by the appointments committee, in order to cover vacant director positions.

Compliant [ X ] Partially compliant [ ] Explain [ ]

    1. The remuneration committee should operate independently and have the following functions in addition to those assigned by law:
  • a) Proposing standard conditions for senior officer contracts to the Board of Directors.
  • b) Monitoring compliance with the remuneration policy set by the Company.
  • c) Periodically reviewing the remuneration policy for directors and senior officers, including share-based remuneration systems and their application, and ensuring that their individual remuneration is proportionate to the amounts paid to other directors and senior officers in the company.
  • d) Ensuring that potential conflicts of interest do not undermine the independence of any external advice provided to the committee.
  • e) Verifying the information on directors' and senior officers' pay contained in the various corporate documents, including the annual report on directors' pay.

  • The remuneration committee should consult with the company's chairman and chief executive, especially where matters relating to executive directors and senior officers are concerned.

Compliant [ X ] Partially compliant [ ] Explain [ ]

    1. The rules governing the composition and operation of the supervision and control committees should be set out in the board of directors' regulations and they should be consistent with the rules that govern legally mandatory board committees, as specified in the foregoing recommendations, including:
  • a) Committees should be formed exclusively by non-executive directors, with a majority of independent directors.
  • b) They should be chaired by independent directors.
  • c) The board of directors should appoint the members of such committees in consideration of the knowledge, skills and experience of its directors and the duties to be performed by each committee, and it should discuss their proposals and reports. Committees should submit an account to the first full meeting of the board after the committee in question has met, and the board should respond to the work carried out.
  • d) Committees may engage external advice, when they feel it necessary for the performance of their duties.
  • e) Meetings should be minuted and a copy made available to all board members.
Compliant [ X ] Partially compliant [
]
Explain [
]
N.A. [ ]
----------------- ---------------------------- ---------------- ----------
    1. Supervision of compliance with the company's environmental, social and corporate governance policies and rules, as well as internal codes of conduct, should be entrusted to one or more committees of the Board of Directors, which may be the Audit Committee, the nomination committee, a committee specialising in sustainability or corporate social responsibility or another committee that the board of directors, in the exercise of its powers of self-organisation, has decided to create. Such a committee should be composed solely of non-executive directors, the majority of whom should be independent, and should be attributed with the following powers and be specifically attributed the minimum functions indicated in the following recommendation.
  • Compliant [ X ] Partially compliant [ ] Explain [ ]
    1. The minimum functions referred to in the above recommendation are as follows:
  • a) Supervision of compliance with the company's corporate governance rules and internal codes of conduct, also ensuring that the corporate culture is aligned with its purpose and values.
  • b) Supervision of the application of the general policy regarding the communication of economic-financial, non-financial and corporate information as well as communication with shareholders and investors, proxy advisors and other stakeholders. The way in which the entity communicates and relates to small and medium-sized shareholders shall also be monitored.
  • c) Evaluating and periodically reviewing the corporate governance system and the company's environmental and social policy to ensure that they fulfil their mission of promoting the corporate welfare and take into account, as appropriate, the legitimate interests of other stakeholders.
  • d) overseeing that the company's environmental and social practices are in line with the company's strategy and policy. strategy and policy.
  • e) Supervision and evaluation of the processes of relations with the different stakeholders.

  • Sustainability policies on environmental and social issues should identify and include at least:

a) The principles, commitments, objectives and strategy with regard to shareholders, employees, customers, suppliers, social issues, the environment, diversity, fiscal responsibility, respect for human rights and the prevention of corruption and other illegal conduct

b)methods or systems for monitoring compliance with policies, associated risks and their management.

c) mechanisms for monitoring non-financial risk, including those related to ethical and business conduct issues.

d) Channels of communication, participation and dialogue with stakeholders.

e) Responsible communication practices that avoid manipulation of information and protect integrity and honour. integrity and honour.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. Director remuneration should be sufficient to attract and retain directors with the desired profile and compensate the commitment, abilities and responsibility that the post demands, but not so high as to compromise the independent judgement of non-executive directors.

Compliant [ X ] Explain [ ]

  1. Variable remuneration linked to the company's and the director's individual performance, remuneration via the awarding of shares, options or any other right over shares, or the right to be remunerated on the basis of share price movements should be confined to executive directors, along with membership of long-term savings schemes, such as pension plans, retirements schemes or other social welfare programmes.

The company may consider the payment of non-executive directors through the handover of shares, provided that they retain such shares until the end of their mandate. The above condition shall not apply to any shares that the director must dispose of to settle costs related to their acquisition, where applicable.

Compliant [ X ] Partially compliant [ ] Explain [ ]

  1. In the case of variable payments, remuneration policies should include the necessary limits and technical safeguards to ensure that such payments reflect the professional performance of the beneficiaries and not simply the general progress of the markets or the company's business sector or other similar circumstances.

In particular, variable payment items should meet the following conditions:

  • a) They should be linked to predetermined and measurable performance criteria that factor in the risk assumed in order to obtain a given outcome.
  • b) They should promote the sustainability of the company and include non-financial criteria that are relevant to the creation of long-term value, such as compliance with the company's internal rules and procedures and its risk control and management policies.
  • c) They should be designed to achieve a balance between the delivery of short, medium and long-term objectives, in such a way that performance-related pay rewards ongoing achievement, maintained over sufficient time to appreciate its contribution to sustainable value creation. This will ensure that performance measurement is not based solely on oneoff, occasional or extraordinary events.

  • The payment of variable components of remuneration should be subject to sufficient verification that performance or other preestablished conditions have been effectively met. Institutions should include in the annual directors' remuneration report the criteria for the time required and methods for such verification, depending on the nature and characteristics of each variable component.

In addition, entities should consider the establishment of a reduction clause based on the deferral for a sufficient period of time of the payment of a part of the variable components that entails their total or partial loss in the event that some event occurs prior to the time of payment that makes it advisable to do so.

Compliant [ X ] Partially compliant [ ] Explain [
]
N.A. [
]
  1. In the case of remuneration linked to company earnings, any qualifications stated in the external auditor's report should be considered and the said earnings reduced accordingly.
Compliant [ X ] Partially compliant [ ] Explain [
]
N.A. [
]
  1. A significant percentage of executive directors' variable remuneration should be linked to the handover of shares or financial instruments linked to their value.
Compliant [ X ]
Partially compliant [
] Explain [
]
N.A. [ ]
------------------------------------------ --- ---------------- ----------
  1. When the shares or options or rightsin shares corresponding to remuneration systems have been allocated, directors should not be able to transfer ownership of a number of shares equivalent to twice their fixed annual remuneration, nor should they be able to exercise the options or rights granted to them until a term of at least three years has elapsed since their allocation.

An exception is made in the case where the director maintains, at the time of transfer or exercise, a net economic exposure to share price variation of a market value equivalent to an amount of at least twice his annual fixed remuneration through the ownership of shares, options or other financial instruments.

The foregoing shall not apply to shares that the director needs to dispose of in order to meet the costs related to their acquisition or, subject to the favourable opinion of the nomination and remuneration committee, in order to deal with extraordinary situations that so require.

Compliant [ ] Partially compliant [ ] Explain [ X ] N.A. [ ]

With regard to variable payments made in the form of shares, a twelve-month lock-up period has been established and approved for a third of the shares handed over, a eighteen months' lock-up for a further third and a twenty-four months for the final third.

  1. Contractual arrangements should include provisions that permit the company to reclaim variable payment amounts when payment is found to be out of step with the director's actual performance or based on data subsequently found to be incorrect.

Compliant [ ] Partially compliant [ ] Explain [ X ] N.A. [ ]

No similar clause has been included in the provision of services contract signed between the Company and the executive directors.

  1. Contract termination payments should not exceed a fixed amount equivalent to two years of the director's total annual remuneration and should not be paid until the company confirms that the director in question has met the predetermined performance criteria.

For the purposes of this recommendation, termination or contractual termination payments include any payments whose accrual or payment obligation arises as a result of or in connection with the termination of the director's contractual relationship with the company, including amounts not previously vested in long-term savings schemes and amounts paid under post-contractual noncompetition agreements.

H. OTHER INFORMATION OF INTEREST

    1. If there is any material aspect or principle relating to the corporate governance practices followed by the company or the companies in its group that has not been addressed in this report and which should be included in order to provide a more comprehensive and reasoned view of the corporate governance structure and practices at the company or group, explain briefly.
    1. In this section, you may include any other information, clarification or observation related to the above sections of this report, insofar as they are relevant and do not repeat information already provided.

Specifically indicate whether the company is subject to corporate governance legislation from a country other than Spain and, if so, include the compulsory information to be provided when it differs from the information required by this report.

  1. The company may also indicate whether it voluntarily subscribes to other international, industry specific or other ethical principles or standard practices. Where appropriate, the code in question shall be identified along with the date of affiliation. In particular, state whether the company has signed up to the Good Tax Practices Code of 20 July 2010:

To complete the information provided in section C.2 of this report, the Company has an Investment Committee that analyses and approves investments. The reason why its composition has not been detailed together with the Audit and Control Committee and the Appointments and Remuneration Committee is that some of its members are not members of the Board of Directors.

Its composition is as follows:

  • Mr. Luis Alfonso López de Herrera-Oria (CEO).
  • Mr. Stanislas Henry (Proprietary Director).
  • Ms. Chony Martín Vicente-Mazariegos (CFO).
  • Ms. Carmen Boyero-Klossner (Strategy Director).
  • Mr. Guillermo Fernández-Cuesta Laborde (Real Estate Director).
  • Mr. Fernando Arenas Liñán (Real Estate Director).
  • Mr. Stuart William McDonald (Real Estate Director).
  • Mr. Fabio Alen Viani (Real Estate Director).
  • Mr. Pablo de Castro Cardo (Real Estate Director).

This annual corporate governance report was adopted by the company's Board of Directors at its meeting held on:

22/02/2023

Indicate whether any director abstained or voted against the approval of this Report.

[ ] Yes [ √ ] No

ISSUER'S IDENTIFICATION DATA

Financial year closing date: 31/12/2022
Company Tax ID No. (CIF): A88130471
Company name:
ARIMA REAL ESTATE SOCIMI, S.A.
Registered office:
SERRANO, 47 - 4ª PLANTA, 28001 MADRID

A. COMPANY REMUNERATION POLICY FOR THE CURRENT YEAR

A.1.1 Explain the director remuneration policy currently applicable to the year in course. To the extent that it is relevant, certain information may be included in relation to the remuneration policy approved by the General Shareholders' Meeting, provided that the information is clear, specific and concrete.

The specific conditions for the year in course should be described, both as regards the directors' remuneration in their capacity as such and as a result of the executive duties they have performed for the board, pursuant to the contracts signed with executive directors and the remuneration policy approved by the General Shareholders' Meeting.

In any case, the following aspects should be reported:

  • a) Description of the procedures and company bodies involved in determining and approving remuneration policy and its terms and conditions.
  • b) Indicate and, where applicable, explain whether comparable companies have been taken into account in order to establish the company's remuneration policy.
  • c) Information on whether any external advisors took part in this process and, if so, their identity.
  • d) Procedures contemplated in the current directors' remuneration policy for applying temporary exceptions to the policy, conditions under which such exceptions may be used, and components that may be subject to exception under the policy.

The Company's remunerations policy is regulated under Article 37 of the Articles of Association, to which we refer here and which is published on the Company website (www.arimainmo.com), and has been amended for fiscal years 2021, 2022 and 2023 at the General Shareholders' Meeting held on June 28, 2022.

At the General Shareholders' Meeting held on 18 October 2018, it was agreed that independent directors would be paid fees for attending meetings of the Board of Directors and the board committees on which they sit from time to time. The said fees consist of a fixed annual sum set at the General Shareholders' Meeting.

In addition, it was agreed that the executive directors (there is only one in this case, the Managing Director) would be paid in accordance with the terms of their contract with the Company. All of the information related to this point is duly indicated in Article 25 of the board of directors' regulations, which are duly published on the Company's website (www.arimainmo.com).

The Managing Director's remuneration consists of a fixed portion, a variable portion or "bonus", and participation in the Share Incentive Scheme. The Managing Director may be entitled to receive an annual bonus corresponding to a percentage of his fixed remuneration, provided that the targets fixed and approved annually by the Board of Directors are achieved and that payment of this bonus is also approved by the Board of Directors. Remuneration in kind is also offered, such as use of company vehicles and health and life insurance policies, all pursuant to the terms and conditions contained in the contracts signed by the said directors with the company and approved by the General Shareholders' Meeting, pursuant to the requirements of the Spanish Capital Companies Act (LSC).

The Incentive Plan for executives consists of the handover of shares or payment in cash, at the Company's discretion. For information purposes, a summary of the terms and conditions can be found in the 2018 share listing prospectus. The Plan lasts for 6 years and benefits are accrued year on year until it ends. The aforementioned scheme will give the right to receive shares as an incentive when the terms and conditions detailed in the scheme are met for a specifically calculated period of time. These terms and conditions require the total return for shareholders to be in excess of a specific percentage, primarily measured via the value uplift in the assets acquired. Entitlement to this incentive accrues and is calculated on an annual basis for the period between July 1 and June 30 of the following year, and it is settled with an award of company shares once this period has ended.

In addition, under the terms of the services contract entered into with the Company, in the event of the said contract's termination without just cause, the Managing Director shall have the right to receive either compensation in cash equal to twice the last total annual remuneration received. Furthermore, it is stated that the contract signed between the company and the Managing Director does not contain any post-contractual non-compete clause and no compensation is therefore provided for in this regard.

The general policy terms and principles are summarised for information purposes in the share listing prospectus registered by the Company and approved by the Spanish Securities Markets Commission (CNMV) in 2018. The said summary outlines the governing criteria contained in Articles 25 and 36 of the Board of Directors' Regulations, which analyse the key aspects and duties of the Appointments and remuneration committee. The Appointments and remuneration committee's duties notably include the formulation and proposal of the Company's remuneration policy and oversight of its implementation; by extension, the said committee establishes the key aspects of that policy. Since its approval, the governing principle of the policy has been to establish a mix between fixed and variable or incentive-based remuneration that aligns shareholders' primary interests with the optimum performance and professionalism of the executive director, in this case the Managing Director.

There are no senior management personnel. Key planning, management and control decisions of the Company, as well as decisions affecting economic and strategic policies, are taken by the Chief Executive Officer and the Board of Directors.

A.1.2 Relative importance of variable payment items vis‐à‐vis fixed salary (remuneration mix) and the criteria and objectives taken into consideration in their calculation in order to guarantee a suitable balance between the fixed and variable components of the remuneration offered. In particular, describe the actions adopted by the company in relation to its remuneration system in order to reduce exposure to excessive risks and adapt it to the company's long‐term objectives, values and interests. Include, where applicable, mention of the measures taken to guarantee that the company's long‐term results are taken into account in its remuneration policy, the measures taken in relation to those categories of staff whose professional activities have a material impact on the risk profile of the company, and the measures intended to avoid conflicts of interest, as applicable.

In addition, state whether the company has established any period for the accrual or consolidation of certain variable payment items, in cash, shares or other financial instruments, or any period for the deferral of the payment of amounts or the handover of accrued and consolidated financial instruments, or whether there is any clause that provides for the reduction of this deferred payment or that obliges the director to return the payments received when such payments have been based on certain figures that have clearly been shown to be inaccurate.

The Remuneration Policy has been prepared taking into account the relevance of the Company, its economic situation, market standards for comparable companies and the dedication of the directors to the Company. The remuneration set out below maintains an appropriate proportion and promotes the long-term profitability and sustainability of the Company, incorporating the necessary precautions to avoid excessive risk-taking or rewarding unfavourable results and ensuring the alignment of the interests of the directors with those of the Company and its shareholders, without compromising the independence of the directors themselves.

As regards long-term variable remuneration consisting of the delivery of shares to executive directors within the framework of the Company's Incentive Plan, the delivery of the shares is split and deferred so that, once the variable remuneration has been accrued, it will be delivered in one third after 12 months, another third after 18 months and finally after 24 months the remaining third will be delivered.

A.1.3 Amount and nature of fixed payment items that are due to be accrued during the year by directors in their capacity as such.

During the 2023 fiscal year, non-executive directors are expected to accrue 425 thousand euros in attendance fees for attending the Board of Directors and the Committees in which they participate.

A.1.4 Amount and nature of fixed payment items that are due to be accrued during the year for the performance by executive directors of senior management duties.

During the financial year 2023, it is expected that the executive directors will accrue fixed remuneration of 925 thousand euros.

A.1.5 Amount and nature of any payment in kind that will accrue during the year, including, but not limited to, insurance premiums paid in favour of the director.

During the financial year 2023, it is expected that the executive directors will accrue an amount of 44 thousand euros as remuneration in kind.

  • A.1.6 Amount and nature of variable payment items, differentiating between those established in the short and long term. The financial and non‐financial parameters, including social, environmental and climate change parameters, selected to determine variable remuneration during the year in course, with an explanation of the extent to which these parameters are related to both the director's and the company's performance, together with the associated risk profile and the methodology, required deadlines and techniques established to determine the degree of compliance with the parameters used in the design of variable remuneration at the end of the year.
  • State the range, in monetary terms, of the different variable payment items on the basis of the degree of compliance with the objectives and parameters established, and whether any maximum monetary amounts apply in absolute terms.

The executive directors have contractually stipulated as short-term variable remuneration a bonus of up to 150% of gross annual salary. In order to determine such variable remuneration, the criteria, parameters and weightings established in the current Remuneration Policy, approved at the 2022 General Shareholders' Meeting, are taken into account. The evaluation system for such variable remuneration is linked to predetermined and measurable performance criteria linked to the achievement of a result that promotes the sustainability of the Company, including, in turn, non-financial criteria that are appropriate to the creation of value, compliance with the internal rules and procedures of the company and its policies for the control and management of risks, specifically based on four pillars, each of equal relevance, which encompass the performance of the Company from different approaches, but in a comprehensive and complete manner:

  • The first pillar focuses on SHAREHOLDER RETURN, understood as the growth of the share price, including any economic return distributed in application of the economic rights of the shares during the year, with the objective of making their investment in the company profitable. This pillar has a weighting of 25%.

ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED PUBLIC LIMITED COMPANIES

  • Secondly, the financial performance of the Company compared to its competitors is included, assessing the relative discount between the share price and its Net Asset Value (NAV) in a measurable way. This pillar has a weighting of 25%.

  • Thirdly, the Company's Portfolio is taken into account, where excellence in the performance of the Company's asset portfolio is assessed and linked to measures encompassing the management of the stabilised portfolio and the portfolio undergoing refurbishment. This pillar has a weighting of 25% and is linked to two objective and measurable metrics:

1) Growth in the value of the overall portfolio on a comparable basis - in Like-for-Like terms - based on valuations performed by an external accredited valuator in accordance with the internationally recognised RICS methodology. This parameter has a 50% weighting within the Portfolio criterion.

2) Degree of asset quality, measurable through a set of certifications issued by external bodies and using national and international methodology. These certifications include, among others, LEED, BREEAM, Well and Well Health & Safety certifications. This parameter has a 50% weighting within the Portfolio criterion.

  • Finally, it establishes as fundamental the Environmental, Social and Governance (ESG) criteria to reflect, in a measurable and objective way, Árima's behaviour in its desire to be a Company that promotes sustainability in its actions at all levels. This pillar has a weighting of 25% and is linked to two objective and measurable metrics:

1) GRESB: benchmark assessment in the sector and of great international prestige, which validates verifiable and measurable data relating to CSR aspects on the performance of the Company and its portfolio of assets, providing a benchmark ranking that positions each company in the market and against its competitors. It is therefore a relative metric. This parameter has a 50% weighting within the ESG criterion.

2) EPRA sBPR: European standard that precisely defines the key metrics in the sector, in the financial and sustainability fields, in order to promote transparency and facilitate comparison between European real estate companies. This parameter has a 50% weighting within the ESG criterion.

With these criteria, the Appointments and Remuneration Committee considers that it can assess the Company's performance in its complexity and as a whole in a reasonable and objective manner, establishing the levels of compliance for assessing the performance of the executive directors defined in the Remuneration Policy.

A.1.7 Main characteristics of long‐term savings systems. Among other information, state the contingencies covered by the system, whether it is a defined contributions or benefits system, the annual contribution that needs to be made under the defined contribution system, the benefits to which directors are entitled in the case of defined benefit systems, the conditions under which economic rights are consolidated for directors and their compatibility with any other type of payment or compensation for the early termination of their contractual relationship, or payments arising from termination of the contractual relationship in the terms agreed between the company and the director.

State whether the accrual or consolidation of any of the long‐term savings plans is linked to the achievement of certain objectives or parameters relating to the director's short‐ or long‐term performance.

At the date of issue of the Report, no long-term savings scheme has been approved, but its future implementation is under consideration by the Board of Directors.

A.1.8 Any type of payment or compensation for the director's early termination or dismissal, or payments arising from termination of the contractual relationship in the terms agreed between the company and the director, whether this entails the director's voluntary resignation or the director's dismissal by the company, as well as any type of agreement reached, such as exclusivity, post‐ contractual no‐compete clauses, permanence or loyalty, which entitle the director to any type of remuneration.

There is compensation in the event of termination of executive directors' contracts as provided in section A.1.9.

A.1.9 Detail the conditions that must be respected in the contracts of people performing senior management duties as executive directors. Include information regarding, inter alia, the contract's term, limits on compensation amounts, permanence clauses, prior notice periods and payment in lieu of the said prior notice periods, and any other clauses relating to hiring bonuses and compensation or golden parachutes due to early termination of the contractual relationship between the company and the executive director. Include, inter alia, any clauses or agreements on not competing, exclusivity, permanence and loyalty, and post‐ contractual no‐compete clauses, unless these have been explained in the previous section.

Duration: The service contracts entered into between the company and the executive directors were concluded for an indefinite period.

Permanence undertaking: The Managing Director has undertaken not to terminate his contract for a period of five years from its entry into force (the Minimum Permanence Term). In the event that Mr. Luis Alfonso López de Herrera-Oria terminates his contract with the Company without just cause prior to the end of the Minimum Permanence Term, the Company will have the right to claim compensation in an amount equivalent to the fixed remuneration that the Managing Director would have been entitled to receive during the rest of the Minimum Permanence Term. In the event that Luis Alfonso López de Herrera-Oria is dismissed as the Company's Managing Director before the end of the Minimum Permanence Term, or his appointment as Managing Director is not renewed, or his Contract is terminated by the company, Luis Alfonso López de Herrera-Oria will have the right to receive compensation equal to the fixed salary to which he would have been entitled during the remainder of the Minimum Permanence Term, with a minimum of twice the last total annual remuneration received, an amount that will be subject to the applicable tax withholdings. This amount will reduce any compensation for termination on a euro for euro basis. In the case of Ms. Chony Martín Vicente-Mazariegos does not have a commitment of permanence.

Termination: Either of the parties may terminate this Contract by sending written notification to the other party at least 3 months in advance. If the company terminates the contract without just cause (i.e. unfair dismissal as this term is defined in the Spanish Workers' Statute), the Managing Director shall have the right to receive a cash compensation payment equal to twice the last total annual remuneration received, or the compensation amount payable in the event of unfair dismissal under the Spanish Workers' Statute in force from time to time, if the latter amount is greater. Such compensation payments will be subject to the applicable tax withholdings. If the Contract is terminated by the company with just cause, the Managing Director shall not have the right to any compensation. For the purposes of severance payments, Luis Alfonso López de Herrera-Oria is deemed to have four years' seniority. Furthermore, if the

ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED PUBLIC LIMITED COMPANIES

Company decides to terminate this Contract and Luis Alfonso López de Herrera-Oria is denied unemployment benefits by the competent public authorities, the company shall compensate the Managing Director in an amount equivalent to the unemployment benefits to which he would have been entitled if he had been legally classified as unemployed on the date on which his commercial relationship with the company ended, for a maximum period of two years. This amount shall be paid to Luis Alfonso López de Herrera-Oria as a lump sum upon termination of his Contract and shall be subject to the applicable tax withholdings.

Exclusivity: During the term of the contract, the executive directors shall work exclusively for the company and shall not render services to any parties other than the company unless the company gives its express consent.

No competition: During the term of the contract, the executive directors may not directly or indirectly compete (including, without limitation, as shareholder, controlling person, employee, agent, consultant, officer, partner or director of any company) with the business and activities engaged in now or in the future by the Company, with the sole exception of the existing delegated execution and marketing agreements that have already been signed with certain companies and have been declared to the company, provided that these do not interfere with Luis Alfonso López de Herrera-Oria's obligations as Managing Director.

No recruitment of employees: During the term of the contract and for a period of two years after its termination, the executive directors shall not, without obtaining the prior written consent of the company, directly or indirectly (through any person, firm, partnership or any business of any other nature) (i) solicit, induce or otherwise attempt to persuade any client or potential client of the Company to terminate their relationship or potential relationship with the Company or (ii) engage or solicit, recruit, induce, persuade, influence or encourage any employee of the Company to leave the Company.

A.1.10 The nature and estimated amount of any other additional payments accrued by directors in return for services rendered during the year in course, other than those inherent in their position.

Not applicable.

A.1.11 Other payment items, such as (where applicable) the grant to the director by the company of advance payments, loans, guarantees or any other remuneration.

Not applicable.

A.1.12 The nature and estimated amount of any other planned additional payments that will be accrued by directors during the year in course and that are not included in the previous sections, whether payment is made by the company or another group company Not applicable.

A.2. Explain any significant change in the remuneration policy applicable in the current year resulting from:

  • a) A new policy or a modification to the policy already approved by the General Shareholders' Meeting.
  • b) Significant changes to the specific conditions established by the board in respect of remuneration policy in force for the current year, as compared with those applied in the previous year.
  • c) Proposals that the board of directors has agreed to submit to the General Shareholders' Meeting to which this annual report will be submitted and which are proposed for application to the current year.

The modification of the remuneration policy approved by the Board on 28 June 2022 is based on the following reasons:

(a) Updating of the procedure for approval of the Policy in accordance with the new regulatory framework following the amendment of the Capital Companies Act arising from the entry into force of Act 5/2021 of 12 April, amending the revised text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, and other financial regulations, with regard to the promotion of long-term shareholder involvement in listed companies.

b) Modification of certain guiding principles and criteria of the Remuneration Policy.

c) Incorporation of a greater degree of detail in relation to the variable remuneration system for executive directors.

d) Incorporation of the possibility of implementing a Savings Plan for executive directors.

e) Definition of the specific amounts to be received by executive directors for the financial year 2022 and subsequent years.

f) Greater regulation of the remuneration conditions applicable to possible new directors.

g) Inclusion of a section on governance, which regulates the process of review and approval of the Policy, its supervision and application, and the possibility of applying exceptionalities in accordance with the new LSC.

A.3. Give details of the direct link to the document where the company's current remuneration policy is posted, which must be available on the company's website.

https://arimainmo.com/wp-content/uploads/2019/11/190926-Política-de-remuneraciones-CA_EN.pdf

A.4. Explain, bearing in mind the data provided in Section B.4, how the company has taken account of the way that shareholders voted on the annual report on remuneration for the previous year, when this was submitted to a consultative vote at the General

Shareholders' Meeting.

The shareholders' vote on the 2021 Directors' Remuneration Report has been taken into account and has resulted in the establishment of different targets for obtaining short-term variable remuneration as detailed in section A.1.6. of this report.

B. OVERALL SUMMARY OF HOW THE REMUNERATION POLICY WAS APPLIED DURING THE LAST FINANCIAL YEAR

B.1.1 Explain the process followed to apply the remuneration policy and give details of the individual payments mentioned in Section C of this report. This information will include the role played by the remuneration committee, the decisions taken by the board of directors and, where applicable, the identity and the role of the external advisors whose services were used in the process to apply remuneration policy in the year ended.

The preparatory work and the decision-making process for determining the remuneration policy can be summarized as follows: the drafting of the remuneration policy by the Appointments and Remuneration Committee, its approval by the Board of Directors and its submission to the General Shareholders' Meeting.

The Appointments and Remuneration Committee is composed of three independent directors: Mr. David Jiménez-Blanco Carrillo de Albornoz, who chairs it, Mr. Cato Henning Stonex and Mr. Stanislas Marie Luc Henry. Their term of office may not exceed their term of office as directors, which is three years. The Secretary of the Board of Directors, Mr. Iván Azinovic Gamo, acts as Secretary of the Appointments and Compensation Committee, assisting the Chairman and reflecting in the minutes the development of the meetings, the content of the deliberations and the resolutions adopted.

The directors who are members of the Nomination and Compensation Committee and who have participated in the definition of the compensation policy are independent directors, with the exception of Mr. Stanislas Marie Luc Henry, who is a proprietary director.

B.1.2 Explain any deviations from the procedure established for the application of the remuneration policy that have occurred during the year. policy that has occurred during the fiscal year.

No deviations have occurred.

B.1.3 Indicate whether any temporary exceptions to the remuneration policy have been applied and, if so, explain the exceptional circumstances that have led to the application of these exceptions, the specific components of the remuneration policy affected and the reasons why the company considers that these exceptions have been necessary to serve the long‐term interests and sustainability of the company as a whole or to ensure its viability. Also quantify the impact that the application of these exceptions has had on the remuneration of each director during the year.

Not applicable.

B.2. Explain the different actions taken by the company in relation to the remuneration system and how they have contributed to reducing exposure to excessive risks and adapting the system to the company's long‐term objectives, values and interests. Include a reference to the measures that have been adopted to guarantee that the company's long‐term results have been taken into consideration in the remuneration accrued and that a suitable balance has been achieved between the fixed and variable components of the payments made, the measures adopted in relation to those categories of staff whose professional activities have a material repercussion on the company's risk profile, and the measures adopted to avoid conflicts of interest, where appropriate.

In addition to the variable remuneration, detailed in section A.1.6, the accrual and payment of which is decided by the Board of Directors, the only variable remuneration plan is the Incentive Plan, which, following the amendment of the remuneration policy, is designed for the period from 1 July 2020 to 30 June 2024 and is fully aligned with the interests of the shareholders, such that the right to receive it only accrues if it creates accrued value for them.

The main value for the shareholder is the revaluation of the company's assets in accordance with the Net Tangible Asset Value according to EPRA. Based on their active management through repositioning and leasing in the marketplace, an intrinsic value is obtained which becomes a greater value of the underlying assets of the Company, which in turn translates into a higher share price on the stock markets.

The long-term undertaking is determined by the fact that the variable remuneration scheme consists of handing over shares that are subject to a blocking period or prohibition on their disposal, with the Scheme's beneficiaries committing to the future of the Company.

In the event that the Net Book Value of the assets drops in successive years for reasons unrelated to their management, new incentives will not accrue until this value recovers to a level higher than the last maximum obtained. In other words, any possible rebound effect cannot be taken advantage of by beneficiaries of the Scheme.

The Incentive Scheme itself does not provide specific measures in the event that the figures used to determine its application have been fraudulently obtained. It is the legal system, the Spanish Capital Companies Act and the Spanish Criminal Code that lay down the rules that would be applicable in the event that the Board of Directors or the Managing Director have overstepped their duties in any way.

However, to guarantee the company's processes, the value of the properties is calculated by companies of known repute in the sector, and PriceWaterhouseCoopers has been commissioned to carry out a report of agreed procedures for correctly determining the amount accruing every year in the Incentive Scheme.

ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED PUBLIC LIMITED COMPANIES

B.3. Explain how the remuneration accrued and consolidated over the year meets the provisions in the current remuneration policy and, in particular, how it contributes to the sustainable and long‐term performance of the company.

Furthermore, report on the relationship between the payments received by directors and the company's results or other performance indicators in the short and long term, explaining, where applicable, how any variations in the company's performance may have influenced changes in the payments made to directors, including amounts that have accrued and have been deferred, and how these contribute to the company's short‐ and long‐term results.

The remuneration accrued in financial year 2022 corresponds to the current remuneration policy approved at the General Shareholders' Meeting of 28 June 2022 and contributes to the sustainable and long-term performance of the Company as specified in the previous section.

In addition, the accrued remuneration has not exceeded the total amount of remuneration that the Company may pay to all of its directors.

B.4. Report the results of the consultative vote at the General Shareholders' Meeting regarding remuneration paid during the preceding year, indicating the number of votes against, if any:

Number % of total
Votes cast 22,238,685 78.22
Number % of votes cast
Votes against 4,658,800 80.95
Votes in favour 17,579,885 79.05
Blank ballot 0.00
Abstentions 0.00

B.5. Explain how the fixed amounts accrued during the year by the directors in their capacity as such have been determined and how they have changed with respect to the previous year.

The fixed components accrued during the year were set by the company's Annual General Meeting of Shareholders held on 28 June 2022 and remain unchanged from the previous year.

B.6. Explain how the salaries accrued by each of the executive directors for the performance of their management duties over the past financial year were determined, and how they changed with respect to the previous year.

The fixed components accrued during the year were set by the company's Annual General Meeting of Shareholders held on 28 June 2022 and have changed compared to the previous year due to the increase in the remuneration of one of the two executive directors.

B.7. Explain the nature and the main characteristics of the variable components accrued under the remuneration systems during the year ended.

In particular:

  • a) Identify each of the remuneration plans that have determined the different variable payments accrued by each of the directors during the year ended, including information on their scope, their date of approval, their date of implementation, the periods of accrual and validity, the criteria used to evaluate performance and how this has affected the establishment of the variable amount accrued, as well as the measurement criteria used and the period necessary to be in a position to suitably measure all the conditions and criteria stipulated.
  • b) In the case of share options and other financial instruments, the general characteristics of each plan will include information on both the conditions necessary both to acquire unconditional ownership (consolidation) and to exercise these options or financial instruments, including the price and term in which they can be exercised.

  • c) Each of the directors, together with their category (executive directors, proprietary external directors, independent external directors and other external directors), who are beneficiaries of remunerations systems or plans that include variable remuneration.

  • d) Where applicable, information is to be provided on the periods for the accrual or deferral of payment that have been applied, and/or the periods for withholding/unavailability of shares or other financial instruments, where they exist.

Explain the short‐term variable components of the remuneration systems:

The short-term variable remuneration corresponding to the Company's result in financial year 2022 amounts to 70% of the fixed remuneration for financial year 2022, that is, 47% of the maximum STIP of 150%. To determine such variable remuneration, the criteria, parameters and weightings established in the current Remuneration Policy, approved at the 2022 General Shareholders' Meeting, and referred to in section A.1.6. of the last Annual Report on Directors' Remuneration (2021), have been taken into account. The degree of compliance corresponding to financial year 2022 is detailed below:

  • Shareholder return (weighting 25%): the level of compliance did not reach the minimum level established, so the percentage accrued was 0%.

  • NAV discount vs competition (weighting 25%): this objective was met above its maximum level, so the percentage accrued for this result was 37.50%.

  • Parameters relating to portfolio management:

1) The valuation of assets (weighting 12.5%): the level of compliance has been intermediate, and a percentage of 1.20% has been applied.

2) Quality and Sustainability certifications (weighting 12.5%): the level of compliance has not reached the established minimum, as the certifications were still pending at year-end, so the percentage accrued was 0%.

  • Parameters relating to ESG:

1) GRESB (weighting 12.5%): the level of compliance has been intermediate, in this case 100%, resulting in an accrued percentage of 12.50%.

2) EPRA (weighting 12.5%): the level of compliance has been maximum, in this case 150%, resulting in an accrual of 18.80%.

This variable remuneration will be delivered in cash during the first quarter of the 2023 financial year.

Explain the long‐term variable components of the remuneration systems

Not applicable.

B.8. Indicate whether certain variable components have been reduced or clawed back when, in the case of the former, payment has been consolidated and deferred or, in the case of the latter, consolidated and paid, on the basis of data that have subsequently proved to be inaccurate. Describe the amounts reduced or clawed back through the application of reduction or clawback clauses, why they were implemented and the years to which they refer.

Not applicable.

B.9. Explain the main characteristics of the long‐term saving schemes whose amount or equivalent annual cost is shown in the tables contained in Section C, including retirement and any other survival benefit, where these are wholly or partially financed by the company, whether funded internally or externally, stating the type of scheme, whether it is a defined contribution or benefit scheme, the conditions for the consolidation of economic rights in favour of the directors and the compatibility thereof with any kind of indemnity for early termination of the contractual relationship between the company and the director.

Not applicable.

B.10. Explain, where applicable, the severance pay or any other type of payment that has accrued and/or been received by directors during the year ended as the result of a director's early dismissal or resignation or as the result of the termination of the contract in the terms provided for therein.

Not applicable.

B.11. Indicate whether there have been any significant changes in the contracts of persons performing senior management duties, such as executive directors, and, where applicable, explain such changes. In addition, explain the main conditions set out in any new contracts signed with executive directors during the year, unless these have already been explained in Section A.1.

Not applicable.

B.12. Explain any supplementary remuneration accrued by directors in consideration of services provided other than those inherent in their position.

Not applicable.

B.13. Explain any remuneration resulting from the grant of advances, loans and guarantees, with details of the interest rate, main features and amounts potentially repaid, as well as the obligations assumed on their behalf by way of security.

Not applicable.

B.14. Give details of the remuneration in kind accrued by the directors over the year, briefly explaining the nature of the different salary items.

Remuneration in kind paid to executive directors during the financial year 2022 amounted to 39 thousand euros and consisted of medical and life insurance and the provision of vehicles.

B.15. Indicate the remuneration accrued by the director by virtue of the payments made by the listed company to a third party organisation to which the director provides services, when these payments are allocated to the remuneration of the director's services at the company.

Not applicable.

B.16. Explain and detail the amounts accrued during the year in relation to any other remuneration item other than the above, regardless of its nature or the group entity that pays it, including all benefits in any form, such as when it is considered a related‐party transaction or, especially, when it significantly affects the true and fair view of the total remuneration accrued by the director, explaining the amount granted or pending payment, the nature of the consideration received and the reasons why it would have been considered, as the case may be, that it does not constitute remuneration to the director in his capacity as such or in consideration for the performance of his executive duties, and whether or not it has been considered appropriate to include it among the amounts accrued in the "other items" section of section C.

Not applicable.

C.DETAILS OF THE INDIVIDUAL REMUNERATION PAID TO EACH DIRECTOR

Nam
e
Typ
e
Acc
l pe
riod
20
22
rua
ÉS
Ü
MR
. FE
RN
AN
DO
BA
UT
IST
A S
AG
Ind
nde
Dir
nt
ect
epe
or
Fro
m 0
1/
01/
202
2 to
31
/
12/
202
2
NC
O C
LO
OR
NO
MR
. D
AV
ID
JIM
EN
EZ-
BLA
AR
RIL
DE
ALB
Z
Ind
nde
nt
Dir
ect
epe
or
m 0
1/
01/
202
2 to
31
/
12/
202
2
Fro
MR
. LU
IS A
RR
EDO
ND
O M
ALO
Ind
nde
nt
Dir
ect
epe
or
Fro
m 0
1/
01/
202
2 to
31
/
12/
202
2
MR
. CA
TO
HE
NN
ING
ST
ON
EX
Ind
nde
Dir
nt
ect
epe
or
Fro
m 0
1/
01/
202
2 to
31
/
12/
202
2
. ST
ISL
AS
C H
MR
AN
MA
RIE
LU
EN
RY
ieta
Dir
Pro
ect
pr
ry
or
m 0
1/
01/
202
2 to
31
/
12/
202
2
Fro
MR
. LU
IS
LOP
EZ
DE
HE
RR
ERA
-OR
IA
Ma
ing
Di
tor
nag
rec
1/
01/
/
12/
Fro
m 0
202
2 to
31
202
2
MS
. C
HO
NY
MA
RTI
N V
ICE
NT
E-M
AZA
RIE
GO
S
Exe
ive
Dir
cut
ect
or
Fro
m 0
1/
01/
202
2 to
31
/
12/
202
2
  • C.1. Complete the following tables in relation to the individual remuneration accrued by each of the directors (including remuneration for the performance of executive duties) during the financial year.
  • a) Company payments forming the subject of this report:
    • i) Cash payments accrued (thousands of €)
Nam
e
Fix
ed
Pay
nt
me
Allo
wa
nce
s
Pay
nt f
for
me
or
mb
hip
of
me
ers
boa
rd
mit
tee
com
s
Sal
ary
Sho
rt-t
erm
iab
le
var
nt
pay
me
Lon
ter
g-
m
iab
le
var
nt
pay
me
Com
sat
ion
pen
Oth
item
er
s
Tot
al f
202
2
or
Tot
al f
202
1
or
ÉS
Ü
FER
NA
ND
O B
AU
TIS
TA
SAG
100 100 100
NC
O C
LO
OR
NO
DAV
ID
JIM
EN
EZ-
BLA
AR
RIL
DE
ALB
Z
100 100 100
LUI
S A
RR
EDO
ND
O M
ALO
125 125 125
CAT
O H
G S
TO
EN
NIN
NEX
100 100 100
STA
NIS
LAS
MA
RIE
LU
C H
EN
RY
LUI
S L
OP
EZ
DE
HE
RR
ERA
-OR
IA
600 480 27 1,
107
866
CH
ON
Y M
AR
TIN
VI
CE
NT
E-M
AZA
RIE
GO
S
325 200 12 537 362

Remarks

The executive directors have received during the year ended a short-term variable remuneration corresponding to the Company's result in financial year 2021 consisting of a bonus of 80% of the fixed remuneration for the year 2021. This remuneration was approved by the Board of Directors on 22 February 2022 in line with the provisions of section A.1.6.

ii) Table of changes to payments based on shares and gross profit from consolidated shares or financial instruments

Fin
ial
inst
anc
beg
of
inn
ing
t th
ent
rum
s a
e
202
2
Fin
ial
anc
ard
ed
aw
inst
ent
rum
s
dur
ial
olid
d d
the
ing
20
22
Fin
inst
ent
ate
urin
anc
rum
s c
ons
g
ye
ar
Ins
tru
nts
me
Fin
ial
inst
t th
ent
anc
rum
s a
e
ed
but
tur
ma
end
of
202
2
ised
not
ex
erc
Nam
e
Nam
f P
lan
e o
. of
No
inst
ent
rum
s
. of
No
iva
len
t
equ
sha
res
. of
No
inst
ent
rum
s
. of
No
iva
len
t
equ
sha
res
. of
No
inst
ent
rum
s
No
of
len
t/co
iva
equ
n
sol
ida
ted
sha
res
Pric
f
e o
sol
ida
ted
con
sha
res
Net
ofit
fro
pr
m
sha
res
or
sol
ida
ted
con
fina
nci
al
inst
ent
rum
s
(
tho
nds
of
€)
usa
. of
No
inst
ent
rum
s
. of
No
inst
ent
rum
s
. of
No
iva
len
t
equ
sha
res
FER
NA
ND
O
ÉS
Ü
TIS
SAG
BAU
TA
Pla
n
0.0
0
DA
VID
JIM
EN
EZ-
BLA
NC
O
CA
RR
ILL
O D
E
ALB
OR
NO
Z
Pla
n
0.0
0
LUI
S A
RR
EDO
ND
O
LO
MA
Pla
n
0.0
0
CAT
O H
G S
TO
EN
NIN
NEX
P
lan
0.0
0
STA
NIS
LAS
MA
RIE
LUC
HE
NR
Y
Pla
n
0.0
0
LUI
S L
OP
EZ
DE
HE
RR
ERA
-OR
IA
Pla
n
0.0
0
CH
ON
Y M
AR
TIN
VIC
ENT
E-M
AZA
RIE
GO
S
Pla
n
0.0
0

Remarks

iii) Long‐term savings plans.

Nam
e
fro
olid
f
Rem
rat
ion
atio
une
m c
ons
n o
rig
hts
ing
to
ste
sav
s sy
m
ÉS
Ü
O B
TIS
SAG
FER
NA
ND
AU
TA
DAV
ID
JIM
EN
EZ-
BLA
NC
O C
AR
RIL
LO
DE
ALB
OR
NO
Z
LUI
S A
RR
EDO
ND
O M
ALO
CAT
O H
G S
TO
EN
NIN
NEX
STA
NIS
LAS
MA
RIE
LU
C H
EN
RY
LUI
S L
OP
EZ
DE
HE
RR
ERA
-OR
IA
CH
ON
Y M
AR
TIN
VI
CE
NT
E-M
AZA
RIE
GO
S
Con trib
utio
th
fro
m t
n o
ver
e y
ear
he
(
tho
nds
com
pan
y
usa
of
€)
t of
ula
ted
fu
nds
(
tho
nds
of
€)
Am
oun
ac
cum
usa
Nam
e
th
sol
ida
ted
Sav
ing
ste
wi
s sy
ms
con
hts
ic r
ig
eco
nom
th
olid
d
Sav
ing
ste
wi
ate
s sy
ms
unc
ons
hts
ic r
ig
eco
nom
th
sol
ida
ted
Sav
ing
ste
wi
s sy
ms
con
hts
ic r
ig
eco
nom
th
olid
d
Sav
ing
ste
wi
ate
s sy
ms
unc
ons
hts
ic r
ig
eco
nom
FY
202
2
FY
202
1
FY
202
2
FY
202
1
FY
202
2
FY
202
1
FY
202
2
FY
202
1
ÉS
Ü
FER
NA
ND
O B
AU
TIS
TA
SAG
DA
VID
JIM
EN
EZ-
BLA
NC
O
CA
RR
ILL
O D
E A
LBO
RN
OZ
LUI
S A
RR
EDO
ND
O M
ALO
CAT
O H
EN
NIN
G S
TO
NEX

ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED PUBLIC LIMITED COMPANIES

Con trib
th
fro
utio
m t
n o
ver
e y
ear
he
(
tho
nds
com
pan
y
usa
of
€)
t of
ula
ted
Am
oun
ac
cum
fu
nds
(
tho
nds
of
€)
usa
Nam
e
Sav
ing
ste
wi
th
sol
ida
ted
s sy
ms
con
hts
ic r
ig
eco
nom
Sav
ing
ste
wi
th
olid
ate
d
s sy
ms
unc
ons
hts
ic r
ig
eco
nom
Sav
ing
ste
wi
th
sol
ida
ted
s sy
ms
con
hts
ic r
ig
eco
nom
Sav
ing
ste
wi
th
olid
ate
d
s sy
ms
unc
ons
hts
ic r
ig
eco
nom
FY
202
2
FY
202
1
FY
202
2
FY
202
1
FY
202
2
FY
202
1
FY
202
2
FY
202
1
STA
NIS
LAS
MA
RIE
LU
C H
EN
RY
LUI
S L
OP
EZ
DE
HE
RR
ERA
-OR
IA
CH
ON
Y M
AR
TIN
VIC
ENT
E-M
AZA
RIE
GO
S

Remarks

iv) Details of other items

Nam
e
Ite
m
Am
t p
aid
oun
ÉS
Ü
FER
NA
ND
O B
AU
TIS
TA
SAG
Ite
m
DAV
ID
JIM
EN
EZ-
BLA
NC
O C
AR
RIL
LO
DE
ALB
OR
NO
Z
Ite
m
LUI
S A
RR
EDO
ND
O M
ALO
Ite
m
CAT
O H
EN
NIN
G S
TO
NEX
Ite
m
STA
NIS
LAS
MA
RIE
LU
C H
EN
RY
Ite
m
LUI
S L
OP
EZ
DE
HE
RR
ERA
-OR
IA
HEA
LTH
AN
D L
IFE
IN
SU
RA
NC
E,
VE
HIC
LE.
27
CH
ON
Y M
AR
TIN
VI
CE
NT
E-M
AZA
RIE
GO
S
HEA
LTH
AN
D L
IFE
IN
SU
RA
NC
E,
VE
HIC
LE.
12

Remarks

b) Remuneration of the company's directors for their membership of the boards of other group companies:

i) Cash payments accrued (thousands of €)

Nam
e
Fixe
d P
ent
aym
Allo
wa
nce
s
nt f
Pay
me
or
mb
hip
of
me
ers
boa
rd
mit
tee
com
s
Sal
ary
Sho
rt-t
erm
iab
le
var
nt
pay
me
Lon
ter
g-
m
iab
le
var
nt
pay
me
Com
ion
sat
pen
Oth
item
er
s
Tot
al f
202
2
or
Tot
al f
202
1
or
ÉS
Ü
FER
NA
ND
O B
AU
TIS
TA
SAG
DAV
ID
JIM
EN
EZ-
BLA
NC
O C
AR
RIL
LO
DE
ALB
OR
NO
Z
LUI
S A
RR
EDO
ND
O M
ALO
CAT
O H
G S
TO
EN
NIN
NEX
STA
NIS
LAS
MA
RIE
LU
C H
EN
RY
LUI
S L
OP
EZ
DE
HE
RR
ERA
-OR
IA
CH
ON
Y M
AR
TIN
VI
CE
NT
E-M
AZA
RIE
GO
S

Remarks

ii) Table of changes to payments based on shares and gross profit from consolidated shares or financial instruments

Fin
ial
inst
anc
beg
inn
ing
of
t th
ent
rum
s a
e
202
2
Fin
ial
anc
ard
ed
aw
inst
ent
rum
s
dur
ing
20
22
Fin
ial
inst
olid
d d
urin
the
ent
ate
anc
rum
s c
ons
g
ye
ar
Ins
tru
nts
me
ed
but
tur
ma
ised
not
ex
erc
Fin
ial
inst
anc
end
of
202
2
t th
ent
rum
s a
e
Nam
e
Nam
f P
lan
e o
. of
No
inst
ent
rum
s
. of
No
iva
len
t
equ
sha
res
. of
No
inst
ent
rum
s
. of
No
iva
len
t
equ
sha
res
. of
No
inst
ent
rum
s
of
No
iva
len
t/co
equ
n
sol
ida
ted
sha
res
f
Pric
e o
sol
ida
ted
con
sha
res
Net
ofit
fro
pr
m
sha
res
or
sol
ida
ted
con
fina
nci
al
inst
ent
rum
s
(
tho
nds
of
€)
usa
. of
No
inst
ent
rum
s
. of
No
inst
ent
rum
s
. of
No
iva
len
t
equ
sha
res
FER
NA
ND
O
ÉS
Ü
BAU
TIS
TA
SAG
Pla
n
0.0
0
DA
VID
JIM
EN
EZ-
BLA
NC
O
CA
RR
ILL
O D
E
ALB
OR
NO
Z
Pla
n
0.0
0
EDO
O
LUI
S A
RR
ND
MA
LO
Pla
n
0.0
0
CAT
O H
G S
TO
EN
NIN
NEX
Pla
n
0.0
0
STA
NIS
LAS
MA
RIE
LUC
HE
NR
Y
Pla
n
0.0
0
S L
OP
LUI
EZ
DE
HE
RR
ERA
-OR
IA
Pla
n
0.0
0
ON
CH
Y M
AR
TIN
VIC
ENT
E-M
AZA
RIE
GO
S
lan
P
0.0
0

Remarks

iii) Long‐term savings plans.

Nam
e
Rem
ion
fro
olid
atio
f
rat
une
m c
ons
n o
hts
rig
to
ing
ste
sav
s sy
m
ÉS
Ü
FER
NA
ND
O B
AU
TIS
TA
SAG
DAV
ID
JIM
EN
EZ-
BLA
NC
O C
AR
RIL
LO
DE
ALB
OR
NO
Z
EDO
O M
ALO
LUI
S A
RR
ND
CAT
O H
EN
NIN
G S
TO
NEX
STA
NIS
LAS
MA
RIE
LU
C H
EN
RY
S L
OP
-OR
LUI
EZ
DE
HE
RR
ERA
IA
CH
ON
Y M
AR
TIN
VI
CE
NT
E-M
AZA
RIE
GO
S
Con trib
utio
th
fro
m t
n o
ver
e y
ear
he
(
tho
nds
com
pan
y
usa
of
€)
Am
t of
ula
ted
fu
nds
(
tho
nds
of
€)
oun
ac
cum
usa
Nam
e
th
sol
ida
ted
Sav
ing
ste
wi
s sy
ms
con
ic r
ig
hts
eco
nom
th
olid
d
Sav
ing
ste
wi
ate
s sy
ms
unc
ons
ic r
ig
hts
eco
nom
Sav
ing
ste
wi
s sy
ms
ic r
ig
eco
nom
th
sol
ida
ted
con
hts
th
olid
d
Sav
ing
ste
wi
ate
s sy
ms
unc
ons
ic r
ig
hts
eco
nom
FY
202
2
FY
202
1
FY
202
2
FY
202
1
FY
202
2
FY
202
1
FY
202
2
FY
202
1
ÉS
Ü
FER
NA
ND
O B
AU
TIS
TA
SAG
DA
VID
JIM
EN
EZ-
BLA
NC
O
CA
RR
ILL
O D
E A
LBO
RN
OZ
ÍA
LUI
S M
AR
AR
RED
ON
DO
MA
LO
CAT
O H
EN
NIN
G S
TO
NEX

ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF LISTED PUBLIC LIMITED COMPANIES

Con trib
utio
th
fro
m t
n o
ver
e y
ear
he
(
tho
nds
of
com
pan
y
usa
t of
ula
ted
fu
nds
(
tho
nds
of
€)
Am
oun
ac
cum
usa
Nam
e
th
sol
ida
ted
Sav
ing
ste
wi
s sy
ms
con
hts
ic r
ig
eco
nom
th
olid
d
Sav
ing
ste
wi
ate
s sy
ms
unc
ons
hts
ic r
ig
eco
nom
Sav
ing
ste
wi
s sy
ms
ic r
ig
eco
nom
th
sol
ida
ted
con
hts
th
olid
d
Sav
ing
ste
wi
ate
s sy
ms
unc
ons
hts
ic r
ig
eco
nom
FY
202
2
FY
202
1
FY
202
2
FY
202
1
FY
202
2
FY
202
1
FY
202
2
FY
202
1
STA
NIS
LAS
MA
RIE
LU
C H
EN
RY
LUI
S L
OP
EZ
DE
HE
RR
ERA
-OR
IA
CH
ON
Y M
AR
TIN
VIC
ENT
E-M
AZA
RIE
GO
S

Remarks

iv) Details of other items

Nam
e
Ite
m
Am
aid
t p
oun
ÉS
Ü
FER
NA
ND
O B
AU
TIS
TA
SAG
Ite
m
DAV
ID
JIM
EN
EZ-
BLA
NC
O C
AR
RIL
LO
DE
ALB
OR
NO
Z
Ite
m
LUI
S A
RR
EDO
ND
O M
ALO
Ite
m
CAT
O H
EN
NIN
G S
TO
NEX
Ite
m
STA
NIS
LAS
MA
RIE
LU
C H
EN
RY
Ite
m
LUI
S L
OP
EZ
DE
HE
RR
ERA
-OR
IA
Ite
m
CH
ON
CE
GO
S
Y M
AR
TIN
VI
NT
E-M
AZA
RIE
Ite
m

Remarks

c) Summary of payments (thousands of €):

Thissummary should include the amounts corresponding to all payment items, including those indicated in this report which the director has accrued, shown in thousands of euros.

ed
hin
th
ed
hin
Pay
nts
wit
e C
Pay
nts
wit
ani
me
ac
cru
om
pan
me
ac
cru
gr
oup
co
mp
es
y
Nam
e
Tot
al c
ash
nt
pay
me
ofit
fro
Net
pr
m
sha
res
or
sol
ida
ted
con
fina
nci
al
inst
ent
rum
s
Pay
nts
me
fro
avi
m s
ngs
sch
em
es
Pay
fro
nts
me
m
oth
item
er
s
Com
pan
y
al 2
tot
022
Tot
al c
ash
nt
pay
me
ofit
fro
Net
pr
m
sha
res
or
sol
ida
ted
con
fina
nci
al
inst
ent
rum
s
Pay
fro
nts
me
m
ing
sav
s
sch
em
es
Pay
fro
nts
me
m
oth
item
er
s
Gro
tot
al
up
202
2
Com
Gr
y +
pan
oup
al 2
022
tot
ÉS
Ü
FER
NA
ND
O B
AU
TIS
TA
SAG
100 100 100
DAV
ID
JIM
EN
EZ-
BLA
NC
O C
AR
RIL
LO
DE
ALB
OR
NO
Z
100 100 100
LUI
S A
RR
EDO
ND
O M
ALO
125 125 125
CAT
O H
EN
NIN
G S
TO
NEX
100 100 100
STA
NIS
LAS
MA
RIE
LU
C H
EN
RY
S L
OP
-OR
LUI
EZ
DE
HE
RR
ERA
IA
107
1,
107
1,
1,
107
CH
ON
Y M
AR
TIN
VI
CE
NT
E-M
AZA
RIE
GO
S
537 537 537
TO
TA
L
2,
069
2,
069
2,
069

Remarks

C.2. Indicate the evolution over the last 5 years of the amount and percentage variation of the remuneration accrued by each of the listed company's directors who have been directors during the year, of the consolidated results of the company and of the average remuneration on a full‐time equivalent basis of the employees of the company and its subsidiaries who are not directors of the listedcompany.

al a
ued
d %
l va
Tot
unt
riat
ion
mo
s a
ccr
an
an
nua
Nam
e
FY
202
2
%
Var
iati
on
202
2/
202
1
FY
202
1
%
Var
iati
on
202
1/
202
FY
202
0
%
Var
iati
on
202
0/
201
9
FY
201
9
%
Var
iati
on
201
9/
201
8
FY
201
8
ive
Di
Exe
cut
tor
rec
CH
ON
Y M
AR
TIN
VI
CE
NT
E-M
AZA
RIE
GO
S
537 48.
34
362 -54
.86
802 - 0 - 0
LUI
S L
OP
EZ
DE
HE
RR
ERA
-OR
IA
1,
107
27.
83
866 -69
.84
2,
871
303
.80
711 n.d 62
Ind
de
Dir
nt
ect
ep
en
or
O H
TO
CAT
EN
NIN
G S
NEX
100 0.0
0
100 25.
00
80 21.
21
66 560
.00
10
DAV
ID
JIM
EN
EZ-
BLA
NC
O C
AR
RIL
LO
DE
ALB
OR
NO
Z
100 0.0
0
100 8.7
0
92 39.
39
66 560
.00
10
ÉS
Ü
FER
NA
ND
O B
AU
TIS
TA
SAG
100 0.0
0
100 8.7
0
92 39.
39
66 560
.00
10
ÍA
LUI
S M
AR
AR
RED
ON
DO
MA
LO
125 0.0
0
125 9.6
5
114 37.
35
83 591
.67
12
lida
ted
sul
of
the
Co
ts
nso
re
co
mp
an
y
10,
563
-59
.57
26,
125
99.
56
13,
091
-14
.93
15,
389
n.d 1,
124
Av
loy
tio
era
ge
em
ee
com
pe
p
nsa
n
256 33.
33
192 -58
.71
465 159
.78
179 752
.38
21

Remarks

The company was incorporated in 2018 and accrued compensations began on October 23, 2018.

D. OTHER INFORMATION OF INTEREST

If there are any significant aspects of directors' remuneration which have not been mentioned in the previous sections of this report, but which should be included in the interests of providing comprehensive and reasoned information on the remunerative structure and practices of the company regarding its directors, please provide details in brief.

Not applicable.
This annual report on remuneration was approved by the company's board of directors at its meeting held on:
22/02/2023
Indicate whether any director abstained or voted against the approval of this Report.

[ ] Yes [ √ ] No

PREPARATION OF THE ANNUAL ACCOUNTS AND THE MANAGEMENT REPORT FOR FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

The Board of Directors of the company Árima Real Estate SOCIMI, S.A. on 22 February 2023, and in compliance with the requirements established in article 253 of LSC and article 37 of Commercial Code proceeds to prepare the Annual Accounts and the Management Report for the financial year ended on 31 December 2022, which are constituted by the attached documents that precede this writing.

President Vice-president and CEO

Mr. Luis María Arredondo Malo Mr. Luis Alfonso López de Herrera-Oria

Mr. David Jiménez-Blanco Carrillo de Albornoz Mr. Cato Henning Stonex Board Member Board Member

Mr. Fernando Bautista Sagüés Mr. Stanislas Henry Board Member Board Member

Mrs. Chony Martín Vicente-Mazariegos Board Member

In the minutes drawn up by the Secretary of the Board, to record that, following the preparation by the members of the Board of Directors of the Annual Accounts and Directors' Report of Árima Real Estate SOCIMI, S.A. for the year ended 31 December 2022 at the meeting held on 22 February 2023, all the directors have signed this document by affixing their signatures on this last page, to which I hereby attest, in Madrid on 22 February 2023. I also certify that these Annual Accounts are the same as those approved by the aforementioned Board of Directors, and I therefore sign all pages.

Mr. Iván Azinovic Gamo

PREPARATION OF THE ANNUAL ACCOUNTS AND THE MANAGEMENT REPORT FOR FINANCIAL YEAR ENDED ON 31 DECEMBER 2022

For the purposes of the provisions of Art. 8.1 b) of Royal Decree 1362/2007, of 19 October 2007, the members of the Board of Directors of Árima Real Estate SOCIMI, S.A.

Declare:

That to the best of their knowledge, the annual accounts of Árima Real Estate SOCIMI, S.A. (balance sheet, income statement, statement of changes in equity, cash flow statement and notes) for the year ended 31 December 2022, prepared by the Board of Directors at its meeting of 22 February 2023 and drawn up in accordance with the applicable accounting principles, give a true and fair view of the net worth, financial position and results of Árima Real Estate SOCIMI, S.A.

They also declare that the management report supplementary to the annual accounts includes a faithful analysis of the evolution of the business results and position of Árima Real Estate SOCIMI, S.A., as well as a description of the main risks and uncertainties it faces.

In Madrid, 22 February 2023

President Vice-president and CEO

Mr. Luis María Arredondo Malo Mr. Luis Alfonso López de Herrera-Oria

Mr. David Jiménez-Blanco Carrillo de Albornoz Mr. Cato Henning Stonex Board Member Board Member

Mr. Fernando Bautista Sagües Mr. Stanislas Henry Board Member Board Member

Mrs. Chony Martín Vicente-Mazariegos Board Member

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