Merlin Properties Socimi S.A.

Investor Presentation • Jul 29, 2020

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MERLIN Properties SOCIMI, S.A www.merlinproperties.com info@merlinprop.com

RESULTS PRESENTATION 6M 2020

30 July 2020

This presentation has been prepared by MERLÍN Properties, SOCIMI, S.A. (the Company) for informational use only.

The information contained in this presentation does not purport to be comprehensive or to contain all the information that a prospective purchaser of securities of the Company may desire or require in deciding whether or not to purchase such securities, and has not been verified by the Company or any other person. The information contained in this document is subject to change without notice. Neither the Company nor any of affiliates, advisors or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of any information contained or referred to in this document. Each of the Company and its employees, officers, directors, advisors, agents or affiliates expressly disclaims any and all liabilities whatsoever (in negligence or otherwise, whether direct or indirect, in contract, tort or otherwise) for any loss howsoever arising from any use of this presentation, the information contained or referred to therein, any errors therein or omissions therefrom or otherwise arising in connection with this presentation. Neither the Company, nor any of its affiliates, advisors or agents undertakes any obligation to provide the recipients with access to additional information or to update this document or to correct any inaccuracies in the information contained or referred to therein.

Certain statements in this document regarding the market and competitive position data may be based on the internal analyses of the Company, which involve certain assumptions and estimates. These internal analyses may have not been verified by any independent sources and there can be no assurance that the assumptions or estimates are accurate. Additionally, certain information in this presentation may be based on management accounts and estimates of the Company and may have not been audited or reviewed by the Company's auditors, whereas the information on Metrovacesa S.A. and on certain competitors contained herein is based on publicly available information which has not been verified by the Company. Accordingly, recipients should not place undue reliance on this information.

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A resilient company Key highlights 6M20 Financial results Offices Shopping centers Logistics Valuation and debt position Value creation Covid-19 update Closing remarks

Diversified business model

51% OFFICES(1) 31% LOGISTICS + NET LEASES + OTHER(1)

18% >1,900 RETAIL(1) TENANTS(2)

91% OFFICES IN PRIME CBD AND NEW BUSINESS AREAS

90% E-COMMERCE LOGISTICS

96% URBAN AND DOMINANT MALLS

Stable and predictable cash flow stream

Healthy debt profile

• Contracted rents exceed € 3bn(1) to first break and € 5bn to maturity
• Only 15% of rents maturing before end of 2021
• Covid-19 incentives fully booked in 2020 (€ 66 million estimated, no change from April disclosure)
• Securing a minimum of € 101.1 million of rents from retail in 2021(2) through lease extensions
• Only 3%-4% of retail tenants deemed "unrecoverable"
• 40% LTV (covenant 60%)
• 3.7x ICR (covenant 2.5x)
• No debt repayment until May 2022
• Maturity profile extended to 6.5 years
• BBB stable rating by S&P

FINANCIAL PERFORMANCE

• Positive LfL rental growth of +2.7% YoY, evidencing the strength of our portfolio
• FFO per share of € 0.29, affected by Covid -19 incentives (€ 0.06 per share) and assets sold (€ 0.02 per share), otherwise it would show growth when compared to 6M19
• Valuations flat vs Dec-19, with offices and logistics on the positive territory while retail down by 4.7%
• Debt management resulting in LTV on par with Dec-19 (40.4%). Average maturity extended 6 months to 6.5 years and no floating rate risk

OPERATING PERFORMANCE

• LfL growth in all asset categories, combined with sound release spread
• Leasing activity has continued at a good pace during Covid-19, with 150,000 sqm signed in offices in the second quarter. Retail has seen modest activity (ca 6,200 sqm signed) and logistics advancing, with ca 45,000 sqm signed. Leases generally signed above ERV
• Occupancy resilience, standing today (94%) where it was at the end of the first quarter. The high adoption rate of our Covid-19 commercial policy (which included an extension of contracts beyond 2021) plus the extension of the Endesa lease, provides greater visibility on future rents

VALUE CREATION

• Landmark. Several significant leases signed in the period, in Castellana 85 and Monumental with rents at the same level as the pre-lets negotiated before Covid-19 outbreak. Both projects achieve very compelling returns (yield on cost of 8.3% and 9.4%, respectively). Total secured future rents for Landmark of € 13.3m commencing in 2021
• Flagship. Works have progressed on pace in Saler and Porto Pi
• Best II & III. 2 projects delivered in Seville and pre-lets signed for Madrid-San Fernando II and Zaragoza-Plaza II. Total secured future rents for Best II & III of € 6.3m commencing in 2021

6M20 Financial results

Top-line ahead of 2020 expectations. FFO impact of Covid-19 incentives

(€ million)	6M20	6M19	YoY
Gross rents	256.6	262.7	(2.3%)
Gross rents after incentives	221.2	253.0	(12.6%)
Net rents	198.7	228.2	(13.0%)
EBITDA(1)	184.1	210.4	(12.5%)
FFO(2)	134.3	157.2	(14.6%)
AFFO	125.4	151.6	(17.3%)
IFRS net profit	70.9	262.0	(72.9%)
EPRA NAV	7,365.3	7,096.9	+3.8%
(€ per share)		€ 0.06 of Covid incentives € 0.02 of non core disposals
FFO	0.29	0.33	(14.6%)
AFFO	0.27	0.32	(17.3%)
EPS	0.15	0.56	(72.9%)
EPRA NAV	15.68	15.11	+3.8%

(1) Excludes non-overhead costs items (€ 2.4m) plus LTIP accrual (€ 10.1m)

(2) FFO equals EBITDA less net interest payments, less minorities, less recurring income taxes plus share in earnings of equity method

Positive LfL growth in all asset categories despite the challenging environment

Offices

Offices continue performing well in our 3 markets

Rental growth continues robust (+2.7% release spread)

	1Q20	2Q20
	Beatriz de PE Sanchinarro Diagonal 514 Bobadilla 14	Ribera del Loira Ribera del Loira Sant Cugat II 60 36-50
New contracts signed(1)	11,927 sqm	50,078 sqm
Premium to ERV	+5.8%	+11.6%
Contracts renewed	27,494 sqm	97,831 sqm
Renewal rate(2)	75%	92%
Release spread	+11.7%	(7.5%)
(1) Including projects under refurbishment	Endesa renewal	• 54,960 sqm building • Contract extended to 2030 • Trade-off of 16% rent reduction in exchange for contract extension. If excluded, release spread would have been 17.3%

(2) Including roll-overs

Shopping centers

LfL rental growth positive

(1) Shopping centers portfolio in operation for 6M20 (€ 58.2m of GRI) and for 6M19 (€ 56.6m of GRI)

Occupancy secured by Covid-19 Commercial Policy

Since reopening, footfall and tenant sales are affected by Covid-19

		Vs same period last year	June 01-15	June 15-30	July 01-15
Footfall evolution YoY	Shopping centers	(42%)	(35%)	(33%)
	Shopping centers (excl. assets under reform: Porto Pi + Saler)	(41%)	(32%)	(29%)
		Vs same period last year		June 01-30
	Sales evolution	Shopping centers		(23%)
YoY	Shopping centers (excl. assets under reform: Porto Pi + Saler)		(18%)

Logistics

Rental growth in a strong market

Excellent release spread in all markets

Logistics | ZAL Port

	Contracted sqm Release spread	#contracts Tenants
	280,944 (0.8%)	36
	Occupancy by area
	FY19 98.9% (-210 bps)	6M20 96.8%
€m		6M20	6M19	YoY
Gross rents		26.7	22.9	+16.4%
Net rents		22.7	22.5	+0.7%
EBITDA		21.8	21.5	+1.3%
FFO(1)		12.2	12.6	(2.6%)

Valuation and debt position

Valuation remains flat (+0.2%) as compared to December 2019

Offices and logistics showing positive LfL growth, net leases flat and shopping centers down by 4.7%, mainly due to yield expansion

Recent debt management initiatives to extend maturity profile

Mortgage debt Unsecured debt (incl. RCF) Bonds

Average maturity now at 6.5 years, with no floating rate risk

	30/06/2020 PF(1)	30/06/2020	31/12/2019
Net debt	€ 5,167m	€ 5,153 m	€ 5,182 m
LTV	40.5%	40.4%(2)	40.6%
Average interest rate	2.07%	1.97%	2.09%
Average maturity (years)	6.5	6.0	6.4
Unsecured debt/Total debt	86.6%	85.2%	82.7%
Fixed rate debt	99.8%	88.9%	99.5%
		Rating BBB Baa2	Outlook Stable Negative

ı 26 ı (1) PF after the €500m - 7yr bond issue, which includes the partial Bond repayment, the RCF repayment and the repayment of Retail mortgage debt (2) Excluding transfer costs. If included, LTV would amount to 39.2%

Ample headroom to safely comply with all financial covenants

Covenant	Required	MERLIN Today
LTV	<60%	40.4%
ICR	>2.5x	3.7x
Unencumbered	>125%	190.8%

Value creation

• Full refurbishment of the asset, located in the heart of Azca, the best business area in Madrid Prime CBD
• 12,789 sqm signed post Covid-19 outbreak (+ 1,842 sqm optioned)
• C85 will become the HQ of both a top-tier consulting firm and construction company

CONFIDENTIAL

GLA 16,471 sqm(1) Total Capex € 33.0m Yield on cost 8.3% Delivery 1Q21 (1) Post refurbishment

• Full refurbishment of the building, located in Duque de Saldanha, one of the most emblematic squares in the city and the core of Lisbon's Prime CBD area
• 10-year term lease agreement with BPI comprising 19,425 sqm, to become their main HQ in Lisbon

GLA 25,385 sqm(1) Total Capex € 34.8m Yield on cost 9.4% Delivery 1Q21

• The refurbishment will consolidate Saler, facing the City of Arts and Sciences, as the leading urban mall in Valencia

• Anchor tenants upsizing and upscaling units

• Full refurbishment of the shopping center

• The asset will contain outstanding exterior terraces overlooking the Mediterranean sea
• The future additional space (2,400 sqm) is fully let

GLA 28,834 sqm (inc. additional GLA) Cost € 36.0m (inc. units acquired) Yield on cost 5.2%

GLA 32,732 sqm (inc. additional GLA) Cost € 41.8m (inc. units acquired) Yield on cost 4.2%

Value creation | Best II & III

Madrid San Fernando II Zaragoza Plaza II

• The project, currently under construction, will be delivered by 3Q20
• 67% pre-let to Grupo Damm

GLA 34,224 sqm Cost € 1.9m Yield on cost 8.9%

• Turn key project in the most dynamic hub of Zaragoza
• 100% let to Dachser upon delivery (September 2020)

GLA 11,421 sqm Cost € 0.5m Yield on cost 7.1%

• Phased project located in Seville's Port area
• 3 warehouses totalling 27,248 sqm have already been delivered

GLA 42,632 sqm Cost € 2.0m Yield on cost 8.4%

Covid-19 update

MERLIN Properties conceived a commercial policy in 2 phases to help its retail tenants

	Phase I		Phase II
Enacted	Since March 15th until the reopening		Since the reopening until December 31st
Eligibility	Tenants affected by the compulsory shutdown set forth in the state of alarm regulations which were up-to-date in their contractual obligations			Tenants affected by the compulsory shutdown or a severe operations limitation who were up-to-date in their contractual obligations
Policy	• 100% rent relief since March 15th (state of alarm) and up until the earliest of (i) end of compulsory shutdown, and (ii) July 31st • Common service charges continue to be paid by tenants • Tenants waive rights to take any future actions against MERLIN as a consequence of Covid-19			• Partial rent relief until year end (progressive from 60% in June to 10% in December) • Tenants extend their contracts until 2022 • Tenants continue paying common service charges and waive any future actions against MERLIN
		Offices	Shopping centers		Offices	Shopping centers
Implementation	Eligible universe(1)	3%	89%	Eligible universe(1)	4%	94%
	Tenants that have accepted	100%	>85%	Tenants that have accepted	93%	>92%

A high quality tenant base leads to high collection rates post-Covid

(as a % of total invoices due)

2Q 2020	Offices	Shopping centers	Net leases	Logistics
Commercial policy	0%(1)	59.7%	0%	0%
Collected	99.2%	37.7%	100%	96.4%
In process	0%	0%	0%	2.7%
Uncollected	0.8%	2.6%	0%	0.9%

No change in Covid-19 impact for 2020 previously quantified. 2021 impact mitigated by low level of maturities and delivery of new rents secured by Landmark and Best II & III

• Only 12% of rents mature in 2021
• 2020 incentives expensed, not straight-lined (no impact on 2021 P&L)
• € 20 million of incremental rents secured by new contracts already signed
• Retail occupancy supported by commercial policy(1)
• 13% reversionary potential in offices as a buffer against market declines
• Net leases as a "safe harbour"
• Logistics to continue its growth pace

Closing remarks

Paseo de la Castellana, 257 28046 Madrid +34 91 769 19 00 info@merlinprop.com www.merlinproperties.com