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Inmobiliaria Colonial Socimi S.A.

Investor Presentation Jun 3, 2021

1843_rns_2021-06-03_48340a09-0147-46f5-885d-9efd36c280c9.pdf

Investor Presentation

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De conformidad con lo establecido en el artículo 227 del texto refundido de la Ley del Mercado de Valores aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre, Inmobiliaria Colonial, SOCIMI, S.A. ("Colonial" o la "Sociedad") comunica la siguiente

OTRA INFORMACIÓN RELEVANTE

Como continuación a la comunicación de información relevante publicada con fecha 3 de junio de 2021 con número de registro 9796, Colonial remite documentación de soporte a la presentación a analistas e inversores, que se celebrará hoy jueves día 3 de junio de 2021 a las 18:30 horas (CET) a través de un webcast.

Los datos de conexión a la conferencia se detallan a continuación:

Desde España: +34911140101 + Pin Code 65956395# Desde Francia: +33 172727403 + Pin Code 65956395# Desde Holanda: +31207095119 + Pin Code 65956395# Desde el Reino Unido: +442071943759 + Pin Code 65956395# Desde USA: +1 6467224916 + Pin Code 65956395#

La presentación online será visible a través del siguiente link:

https://onlinexperiences.com/Launch/QReg/ShowUUID=88462C1A-0034-4B13-9A4F-B28123A5A3E5

Adicionalmente, la presentación estará disponible en la página web de la Sociedad.

En Madrid, a 3 de junio de 2021.

Alpha VI

June 3rd, 2021

BY ACCEPTING THIS PRESENTATION AND/OR BY ATTENDING THIS PRESENTATION, YOU WILL BE TAKEN TO HAVE REPRESENTED, WARRANTED AND UNDERTAKEN THAT YOU HAVE READ AND AGREE TO COMPLY WITH THE CONTENTS OF THIS DISCLAIMER.

The information contained in this presentation ("The Presentation") has been prepared by Inmobiliaria Colonial, SOCIMI, S.A. (the "Company") and has not been independently verified and will not be updated. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein and nothing in the Presentation is, or shall be relied upon as, a promise or representation. None of the Company nor any of its employees, officers, directors, advisers, representatives, agents or affiliates shall have any liability 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 or its contents or otherwise arising in connection with this Presentation.

This Presentation is for information purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the Colonial Group publicly available information and, if applicable, the oral briefing provided by the Company. The information and opinions in this Presentation are provided as at the date hereof and subject to change without notice. It is not the intention to provide, and you may not rely on these materials as providing, a complete or comprehensive analysis of the Colonial Group financial or trading position or prospects.

This Presentation does not constitute investment, legal, accounting, regulatory, taxation or other advice and does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for forming your own opinions and conclusions on such matters and for making your own independent assessment of the Colonial Group . You are solely responsible for seeking independent professional advice in relation to the Colonial Group. No responsibility or liability is accepted by any person for any of the information or for any action taken by you or any of your officers, employees, agents or associates on the basis of such information.

This Presentation could contain financial information regarding the businesses and assets of the Colonial Group. Such financial information may not have been audited, reviewed or verified by any independent accounting firm. The inclusion of such financial information in this Presentation or any related presentation should not be regarded as a representation or warranty by the Company, its affiliates, advisors or representatives or any other person as to the accuracy or completeness of such information's portrayal of the financial condition or results of operations by the Colonial Group and should not be relied upon when making an investment decision. Certain financial and statistical information in this document has been subject to rounding off adjustments. Accordingly, the sum of certain data may not conform to the expressed total.

Certain statements in this Presentation may be forward-looking. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These include, among other factors, changing economic, business or other market conditions, changing political conditions and the prospects for growth anticipated by the Company's management. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Any forward-looking statements contained in this Presentation and based upon past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The market and industry data and forecasts that may be included in this Presentation were obtained from internal surveys, estimates, experts and studies, where appropriate as well as external market research, publicly available information and industry publications. The Company, it affiliates, directors, officers, advisors and employees have not independently verified the accuracy of any such market and industry data and forecasts and make no representations or warranties in relation thereto. Such data and forecasts are included herein for information purposes only. Accordingly, undue reliance should not be placed on any of the industry or market data contained in this Presentation.

The distribution of this Presentation in other jurisdictions may be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions.

NEITHER THIS PRESENTATION NOR ANY OF THE INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER OF PURCHASE, SALE OR EXCHANGE, NOR A REQUEST FOR AN OFFER OF PURCHASE, SALE OR EXCHANGE OF SECURITIES, OR ANY ADVICE OR RECOMMENDATION WITH RESPECT TO SUCH SECURITIES.

THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY. IT DOES NOT CONSTITUTE A REGISTRATION DOCUMENT OR AN INFORMATION PROSPECTUS, AND MUST NOT BE TREATED AS AN OFFER OF ANY KIND. THIS PRESENTATION MAY NOT BE DISSEMINATED, PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF SAME IS ILLEGAL.

This Presentation may not be distributed or published either directly or indirectly, totally or partially, in the United States of America ("the USA") or in any other jurisdiction in which it could constitute an infringement of legislation applicable to said jurisdiction.

The information set out in this Presentation does not constitute an offer of sale or an offer of purchase of securities in the USA. The shares or other securities of Colonial or Société Foncière Lyonnaise (SFL) referred to in this Presentation have not been and shall not be registered under the USA's 1933 Securities Act, as amended, and may not be offered or sold in the USA unless they have previously been registered in accordance with said legislation or are covered by an exemption applicable to this obligation of registration. There is no intention to register a portion of the bid in the USA, or to make a public offer of securities in the USA. No monies, securities or any other kind of consideration are being requested by means of this information, and should any monies, securities or any other kind of consideration be sent in response to this information, they shall not be accepted.

The issue, exercise or sale of securities in the bid are subject to legal and regulatory restrictions in certain jurisdictions. Colonial undertakes no liability in the event of an infringement by a party of such restrictions.

This information does not constitute an offer of sale, or a request for an offer of purchase or acquisition of any shares, rights or other securities of Colonial, and no sales may be made in any jurisdiction in which such offers, requests or sales could constitute an infringement of legislation applicable to said jurisdiction.

The effectiveness of the bid is in any case subject to mandatory authorisation by the French Securities and Exchange Commission (The AMF). The detailed terms and characteristics of the bid shall be set out in the explanatory prospectus, which shall be published in the terms stipulated in the regulations applicable.

  • Executive Summary 01
  • Transaction Structure 02_
  • Rationale 03
  • Timeline & Execution 04
  • Conclusion 05
  • Appendix 06

PRESENTING MANAGEMENT TEAM

Pere Viñolas Chief Executive Officer

Carmina Ganyet Corporate Managing Director

Carlos Krohmer Chief Corporate Development Officer

Reinforcing the Colonial Prime Platform for international growth

THE TRANSACTION: ENHANCING THE OWNERSHIP PROFILE IN SFL

  • Acquisition of Predica's 13% SFL stake in exchange for new Colonial shares based on NDV 12/201 & 49% stake in new JVs on Paris Assets1

  • Voluntary tender-offer on remaining SFL shares not owned by Colonial at a discount to NTA & premium to share price

  • All steps are concurrent and subject to the same conditions precedent

RATIONALE 1: FLIGHT TO QUALITY THROUGH ACQUISITION OF PRIME PARIS ASSETS

Acquisition of circa €1bn2 of Prime Paris assets

  • Increased exposure to high quality Prime Paris Portfolio

  • Increased exposure to value-accretive flagship projects in Paris

  • Capital recycling of assets in exchange for full access to ParHolding & W. Plaza with value optionality

  • Acceleration of Colonial's growth program

RATIONALE 2: STRONG CORPORATE RATIONALE

  • Simplification of shareholding structure of the Group & enhanced visibility in capital markets

  • Strengthened long-term partnership with Predica a strong institutional partner

  • Consolidation of the Pan-European Prime Platform for further international growth

RATIONALE 3: ATTRACTIVE TRANSACTION TERMS FOR COLONIAL SHAREHOLDERS

  • Acquisition of circa €1bn2 of Prime Paris assets at a discount to NAV/NTA

  • Neutral transaction in NAV/NTA and accretive in recurring EPS from day one

  • Acceleration of NAV/NTA and EPS accretion in the coming years

  • Enhanced capital structure with €0.4bn2 of additional equity with LTV at solid Investment Grade levels

  • Transaction approved by Board of Directors of Colonial and supported by the SFL Board of Directors (including independent directors)

  • Rapid execution timetable with full transaction impact from September 2021 onwards

1Assets Swap in Paris and creation of new JVs based on NDV 12/20 (adjusted for dividend distributions)

2Final amounts subject to final outcome of tender-offer

Enhancing the ownership profile in SFL

Transaction Structure Transaction Summary 02

Enhancing the ownership profile in SFL

  • Acquisition of Predica's 13% stake in SFL

  • Launch of a voluntary tender offer for SFL remaining minority shareholders

The Colonial Group has approved the following concurrent transactions:

  • 1. Acquisition of Predica's 13% stake through the following steps:
    • The Board of Directors of SFL has agreed the acquisition of the remaining Predica's stake in existing JVs and 8% stake in SFL in exchange for a non controlling stake in 4 new JVs

      • SFL acquires 50% of ParHolding JV and 34% of Washington Plaza reaching full ownership on all these assets
      • Creation of 4 new JVs of assets in Paris with SFL owning 51% stake and Predica owning 49% stake
      • Excess acquisition volume paid by Predica with SFL shares at NDV 12/201 parity
    • The Board of Directors of Colonial has agreed to acquire Predica's 5% stake in SFL in exchange of new Colonial shares based on NDV 12/201 parity

  • 2. Launch of a voluntary mixed tender offer for the remaining 5% share capital not held by Colonial or Predica
    • Mixed Offer of Shares and Cash based on NDV 12/201 parity and at a premium to SFL share price:

      • €46.66 in cash and 5 Colonial shares for 1 SFL share

Transaction approved by the Board of Directors of Colonial & publicly supported by the SFL Board of Directors (incl. independent directors)

Transaction Structure Simplification of Group Structure & Capital Recycling 02

1. Transaction based on 12/20 NDV parity adjusted by dividends accrued on 2020 results in Colonial & SFL

2. Final figures subject to final outcome of tender offer. All figures based on SFL remaining shares (without Colonial & Predica stakes) and excluding treasury shares as of March 2021

3. Net Asset Swap at NTA amounts to €293m

ASSET SWAP SOURCES & USES at NDV1

Transaction Structure Simplification of Group Shareholding Structure 02

Flight to quality through acquisition of Prime Assets in Paris

Rationale 03

1

Flight to quality through acquisition of Prime Paris Assets

  • Acquisition of circa €1bn1 additional exposure in Prime Assets in Paris at NDV

  • Increased exposure to value-accretive Paris Flagship Projects

  • Equity post transaction increases by €0.4bn1

  • 3. SFL Portfolio as of 12/20
    -

13

Strong Corporate Rationale 2

  • Simplification of shareholding structure of the Group

  • Enhanced visibility in capital markets

  • Solid capital structure

Simplified structure with enhanced visibility in Capital Markets

  • Simplification of the Group's shareholding structure with preservation of REIT status for Colonial & SFL1

  • Incorporation of French institutional investor in Colonial corporate shareholder base: Predica & SFL minorities free float

  • Increase of free float market cap. of circa €0.4bn3 , +20% vs pre-transaction

Solid Capital Structure

  • Additional equity NTA increase of circa €0.4bn3

  • LTV remains at solid Investment Grade levels

  • Increased exposure to Prime Paris assets

  • Pan-European diversification

Enhanced Pan-European Prime platform for international growth

  • Consolidation of Colonial's leadership in Pan-European Prime Office

  • Predica remains as strong partner in Paris

  • Enhanced leadership in ESG through integrated best practices

  • Enhanced platform for further international growth

  • 1. Preservation of REIT's status: in Spain SOCIMI and in France SIIC
  • 2. Final stakes post transaction subject to final outcome of tender-offer
  • 3. Final amount subject to final outcome of tender-offer

Simplified Structure2

In €bn

Solid capital structure with increased free float market cap

  • Colonial and SFL with superior Total Shareholder Returns1 among peers

  • Combination of management teams in Spain & France with strong track records

  • Enhanced operational efficiencies & growth opportunities through strengthened Pan-European Platform

SUPERIOR TOTAL SHAREHOLDER RETURN1 6/14-12/20

1. NAV per share increase + dividend

PAN-EUROPEN FRANCHISE WITH STRONG TRACK RECORD

  • Colonial and SFL managing teams delivering superior Total Shareholder Returns1 in their sector

  • Combination of management teams in Spain & France with strong track records

  • Enhanced operational efficiencies & growth opportunities through strengthened Pan-European Platform

  • Reinforcing the Colonial Prime Platform for international growth

  • Strong Capital value creation through prime factory approach

  • Superior Returns for Shareholders

  • 1. GAV 12/20 Office portfolio.
  • 2. GAV 12/20 Office portfolio in operation

3. NAV per share increase + dividend

Rationale 03

3

Attractive transaction terms for Colonial Shareholders

  • Acquisition of circa €1bn1 of Prime Paris assets at a discount to NAV/NTA

  • Neutral transaction in NAV/NTA and accretive in recurring EPS

  • Acceleration of NTA and EPS accretion in the coming years

Accretive Transaction from day one IMPACT PER SHARE
Neutral
transaction
in
NTA
>
Return metric Short term Mid term
Accretive
transaction
in
recurring
EPS
>
LTV
remains
at
solid
Investment
Grade
levels
with
circa
>
EPRA NTA -
€0.4bn1
additional
equity
Strong mid-term NTA and EPS accretion EPS recurring
Increased access to Paris's portfolio reversion
>
Enhanced exposure to Paris project Pipeline
>
Solid Cash Flows
>
Dividends
Strengthened platform for further international growth
>
Total Shareholder Return

1. Final amount subject to final outcome of tender-offer

Rationale 03

3

Attractive transaction terms for Colonial & SFL Shareholders

  • Offer price at a discount to SFL latest reported NAV (NTA)

  • Access to liquidity for SFL shareholders at attractive pricing levels

  • Mixed offer gives SFL shareholders access to liquid Colonial shares of an enhanced Pan-European Platform

OFFER PRICE VS. REFERENCES

EPRA NAV 12/20
References
12/20
(€/sh.)
Offer
Price1
vs reference
NRV 112.0 (21%)
NAV
(NTA)
102.8 (14%)
NDV 98.8 (11%)
Share Price
references
€/sh. Price1
Offer
vs reference
Share Price
(pre-closing2
)
63.2 +39%
3M VWAP3 62.4 +41%
6M VWAP3 63.4 +39%

ACCESS TO LIQUIDITY FOR SFL SHAREHOLDERS

  • Offer provides liquidity for SFL shareholders at attractive pricing levels

  • SFL's share price liquidity very limited with current average daily trading volume of €0.08m

  • Access to Colonial, a liquid stock with broad analyst coverage

Source: Bloomberg

0,00

10,00

20,00

30,00

40,00

50,00

60,00

70,00

80,00

90,00

100,00

1. 5 Colonial Shares (at 6MVWAP price) for 1 SFL share + 46.66€ cash per share

  • 2. Market Data as of 2 nd June 2021
  • 3. Source: Bloomberg

OFFER PRICE VS. REFERENCES 2021 YTD2

Rapid execution with full impact from 09/21 onwards

Timeline & Execution 04

Rapid execution with full impact from 09/21 onwards

  • Recommended transaction with short timetable

  • Extraordinary Shareholder meeting by the end of June 2021

  • Full transaction impact from September 2021 onwards

Execution Milestones1

05 Conclusion Reinforcing the Colonial Prime Platform for international growth

FLIGHT TO QUALITY THROUGH ACQUISITION OF PRIME PARIS ASSETS

Acquisition of circa €1bn1 Prime Paris assets

  • Increased exposure to high quality Prime Paris Portfolio

  • Increased exposure to value-accretive flagship projects in Paris

  • Capital recycling of assets in exchange for full access to ParHolding & W.Plaza with value optionality

  • Acceleration of Colonial's growth program

STRONG CORPORATE RATIONALE

  • Simplification of shareholding structure of the Group & enhanced visibility in capital markets

  • Strengthened long-term partnership with Predica a strong institutional partner

  • Consolidation of the Pan-European Prime Platform for further international growth

ATTRACTIVE TRANSACTION TERMS FOR COLONIAL SHAREHOLDERS

  • Acquisition of circa €1bn1 Prime Paris assets at a discount to NAV/NTA

  • Neutral transaction in NAV/NTA and accretive in recurring EPS from day one

  • Acceleration of NAV/NTA and EPS accretion in the coming years

  • Enhanced capital structure with €0.4bn1 of additional equity with LTV at solid Investment Grade levels

  • Rapid execution timetable with full transaction impact from September 2021 onwards

Reinforcing the Colonial Prime Platform for further international growth

Appendix 06

An unparalleled Prime Office REIT

GROUP KEY PORTFOLIO METRICS

CAPITAL STRUCTURE METRICS

GAV Group 12/20 €12.1bn Net Total Assets €5.7bn
# of assets 2020 64 Spain 20 France Total Shareholder Return 6/14-12/20 +171%
Surface above ground 2020 1,256,326 sq. m LTV Group Q1 21 34.9% LTV
EPRA Vacancy 12/20 4.8%
Rating Investment Grade
BBB+ Stable Outlook
Baa2 Stable Outlook

BUSINESS MIX

GAV GROUP

Appendix 06

Unparalleled leadership in the city centre

Colonial as largest property owner in offices in the City Centre of Madrid, Barcelona and Paris

  • Strong market share increases negotiation power

  • Colonial best positioned to capture the rental cycle in its markets

Appendix 06

Exclusive High Quality Prime Office Portfolio

BARCELONA MADRID PARÍS

© Colonial

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